EXHIBIT 4 (a)



                          THIRD MODIFICATION AGREEMENT

THIRD MODIFICATION  AGREEMENT  ("AGREEMENT")  ENTERED INTO AS OF THE 15TH DAY OF
DECEMBER,  2000 BY AND BETWEEN KABLE NEWS COMPANY, INC., AN ILLINOIS CORPORATION
("BORROWER"),  AMREP CORPORATION, AN OKLAHOMA CORPORATION ("PARENT"), KABLE NEWS
EXPORT,  LTD, A DELAWARE  CORPORATION,  KABLE NEWS  COMPANY OF CANADA,  LTD,  AN
ONTARIO,  CANADA  CORPORATION,  KABLE  NEWS  INTERNATIONAL,   INC.,  A  DELAWARE
CORPORATION,  KABLE FULFILLMENT SERVICES OF OHIO, INC., A DELAWARE  CORPORATION,
DISTRIBUNET  INC.,  A DELAWARE  CORPORATION  AND  MAGAZINE  CONNECTION  INC.,  A
DELAWARE  CORPORATION  (COLLECTIVELY  REFERRED TO HEREIN AS  "SUBSIDIARIES"  AND
BORROWER,  PARENT AND SUBSIDIARIES COLLECTIVELY REFERRED TO HEREIN AS "BORROWING
PARTIES"),  AND AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO INDIVIDUALLY
AND AS AGENT  ("AGENT") FOR HELLER  FINANCIAL,  INC.  ("HELLER"),  OLD KENT BANK
("OLD KENT"),  NATIONAL  CITY BANK OF  MICHIGAN/ILLINOIS  ("NATIONAL  CITY") AND
FIRST BANK ("FIRST BANK") (AGENT, HELLER, OLD KENT, NATIONAL CITY AND FIRST BANK
COLLECTIVELY REFERRED TO HEREIN AS "LENDERS")

                               W I T N E S S E T H

WHEREAS,  Borrower has executed that certain Loan Agreement  dated September 15,
1998 ("Loan Agreement") as modified by that certain Modification Agreement dated
July 7, 1999 and that certain Second Modification  Agreement dated June 29, 2000
relating  to certain  Loans  ("Loans")  made by Lenders to  Borrower,  to wit, a
certain  Forty  Million and No/100  ($40,000,000.00)  Dollar  Secured  Revolving
Credit  Facility,  a  certain  One  Million  Two  Hundred  Thousand  and  No/100
($1,200,000.00)  Dollar Secured Term Loan and a certain One Million Five Hundred
Thousand and No/100 ($1,500,000.00) Dollar Secured Term Loan; and

          WHEREAS,  the Loans are evidenced by Notes (the  "Notes")  executed by
     Borrower and delivered to the Lenders; and

          WHEREAS,  in connection  with the Loans,  Borrower and each Subsidiary
     have  executed  and  delivered  certain  Security   Agreements   ("Security
     Agreements"); and

          WHEREAS,  in  connection  with the Loans,  Borrower  has  executed and
     delivered  that  certain  Trademark  Collateral   Assignment  and  Security
     Agreement ("Trademark Assignment"); and

          WHEREAS, in connection with the Loans, Parent and each Subsidiary have
     executed and delivered those certain Guaranties ("Guaranties"); and

          WHEREAS,  in  connection  with the  Loans,  Parent  has  executed  and
     delivered that certain Stock Pledge  Agreement  ("Stock  Pledge") (the Loan
     Agreement, the Notes, Security Agreements, Trademark Assignment, Guaranties
     and  Stock  Pledge  all  collectively  referred  to  herein  as  the  "Loan
     Documents"); and

          WHEREAS,  Lenders  and  Borrowing  Parties are  desirous of  modifying
     certain terms of the Loan Agreement.

          NOW THEREFORE,  in consideration of the mutual premises of the parties
     hereto,  and for other good and  valuable  consideration,  the  receipt and
     sufficiency of which is hereby acknowledged,

         IT IS AGREED:

                  1.  Preambles.  The  preambles to this  Agreement  are fully
               incorporated herein by this reference thereto with the same force
               and effect as though restated herein.

                  2. Defined Terms. To the extent not otherwise defined herein
               to the contrary,  all  capitalized  terms and/or  phrases used in
               this  Agreement  shall have the respective  meanings  assigned to
               them in the Loan Documents.

                  3. Modification of Loan Agreement.  In addition to all other
                reporting requirements  contained  in  Section  6.1 of the Loan
                Agreement, the following  additional  reporting  requirement
                is hereby added to said Section:

                         "(xiv) Within the later of (A) five Business Days after
                    the following  described  financial  statements of Senequier
                    Holdings, L.P., a Texas limited partnership  ("Superstand"),
                    are provided to Distribunet  pursuant to Section 11.3 of the
                    Amended and Restated Limited Partnership  Agreement dated as
                    of August 31,  2000 of  Superstand,  and (B) (x) 120 days of
                    the end of each fiscal year of Superstand, audited financial
                    statements  of Superstand  for said fiscal year,  and (y) 45
                    days  of the  end of  each  fiscal  quarter  of  Superstand,
                    internally prepared interim quarterly  financial  statements
                    of  Superstand   reflecting   the  financial   condition  of
                    Superstand  as of the end of such quarter and the results of
                    operations of Superstand for such quarter."

                  4.   Other Loan  Document  Modifications.  All Loan  Documents
            are hereby deemed amended and  modified to provide  that any and all
            references to any Loan Documents therein are hereby deemed to be
            references to said Loan Documents as modified by this Agreement.

                  5.   Reaffirmation.  The  Borrowing  Parties do hereby  affirm
            each and every  covenant,  condition,  obligation  and provision set
            forth in the Loan  Documents,  as modified  hereby.  The  Borrowing
            Parties  hereby  restate and  reaffirm all of the  warranties  and
            representations contained in the Loan Documents, as modified hereby,
            as being true and correct as of the date hereof.

                  6.   No Custom. This  Agreement  shall not  establish a custom
            or waive,  limit or  condition  the rights and  remedies of Lenders
            under the Loan Documents, all of which rights and remedies are
            expressly reserved.

                   7.  Reaffirmation  of Loan  Documents,  No  Novation.  Except
            as may be  expressly  set forth  herein  to the  contrary,  the Loan
            Documents remain unmodified,  and all other terms and conditions
            thereof remain in full force and effect.  Notwithstanding  anything
            to the contrary contained herein,  Borrowing Parties and Lenders
            expressly state,  declare and acknowledge that this Agreement is
            intended only to modify each Borrowing Party's  continuing
            obligations in the manner set forth herein, and is not intended as a
            novation of any and all amounts presently due and owing from any
            Borrowing Party to Lenders.

                   8.   Captions;  Counterparts.  The captions used herein are
            for  convenience  of reference only and shall not be deemed to limit
            or affect the  construction  and  interpretation  of the terms of
            this Agreement.  This Agreement may be signed in  counterparts, each
            of which shall be deemed an original and all of which shall be
            deemed one Agreement.

                   9.    Choice of Law and  Severability.  This Agreement shall
            be governed and construed  under the laws of the State of Illinois.
            If any provision of this Agreement is held invalid or
            unenforceable,  the remainder of this  Agreement  will not be
            affected  thereby and the provisions of this Agreement shall be
            severable in any such instance.

                         IN WITNESS  WHEREOF,  the parties  hereto have executed
                    this Agreement as of the day and year first above written.

                                                     BORROWER:

                                                     KABLE NEWS COMPANY, INC.,
                                                     an Illinois corporation



                                                    By: /s/ Michael P. Duloc
                                                       Title: President
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LENDERS:                                         KABLE NEWS INTERNATIONAL, INC.,
                                                 a Delaware corporation
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO,
Individually and as Agent for all Lenders        By: /s/ Michael P. Duloc

                                                 Title: President
By: /s/ Brian P. Mulroney

Title: Vice President
                                                 KABLE FULFILLMENT SERVICES
                                                 OF OHIO, INC.,
                                                 a Delaware corporation

PARENT:

AMREP CORPORATION, an Oklahoma corporation       By: /s/ Bruce Obendorf
                                                 Title: Vice President
By: /s/ Peter M. Pizza

Title: Vice President
                                                  DISTRIBUNET INC.,
                                                  a Delaware corporation

SUBSIDIARIES:
                                                  By: /s/ Michael P. Duloc
KABLE NEWS EXPORT, LTD.,                          Title: President
a Delaware corporation


By: /s/ Michael P. Duloc

Title: President                                   MAGAZINE CONNECTION INC.,
                                                   a Delaware corporation



                                                   By: /s/ Michael P. Duloc
KABLE NEWS COMPANY OF CANADA LTD.,                 Title: President
an Ontario, Canada corporation



By: /s/ Michael P. Duloc
Title: President
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