Exhibit 4(a)










                          SIXTH MODIFICATION AGREEMENT

SIXTH MODIFICATION  AGREEMENT  ("AGREEMENT")  ENTERED INTO AS OF THE 28th DAY OF
SEPTEMBER, 2001 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,  MAGAZINE CONNECTION INC., A DELAWARE
CORPORATION  (COLLECTIVELY  THE  "ORIGINAL  SUBSIDIARIES"),  MAGAZINET,  L.P., A
DELAWARE LIMITED PARTNERSHIP  ("MAGAZINET") AND MAGAZINET MANAGEMENT,  L.L.C., A
DELAWARE  LIMITED  LIABILITY  COMPANY  ("MANAGEMENT")  (MAGAZINET AND MANAGEMENT
COLLECTIVELY REFERRED TO AS THE "NEW SUBSIDIARIES" AND THE ORIGINAL SUBSIDIARIES
AND NEW  SUBSIDIARIES  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"),  FIFTH THIRD BANK,
CHICAGO FORMERLY KNOWN AS OLD KENT BANK ("FIFTH  THIRD"),  NATIONAL CITY BANK OF
MICHIGAN/ILLINOIS  ("NATIONAL  CITY")  AND FIRST  BANK  ("FIRST  BANK")  (AGENT,
HELLER,  FIFTH  THIRD,  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  as  modified  by  that   certain   Modification   Agreement   ("First
Modification")  dated July 7, 1999, that certain Second  Modification  Agreement
("Second  Modification")  dated June 29, 2000,  that certain Third  Modification
Agreement  ("Third  Modification")  dated December 15, 2000, that certain Fourth
Modification  Agreement  ("Fourth  Modification")  dated March 16, 2001 and that

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certain Fifth Modification  Agreement ("Fifth Modification") dated June 11, 2001
(the "Loan  Agreement")  relating to certain Loans  ("Loans") made by Lenders to
Borrower,  to wit, a certain Forty  Million and No/100  Dollar  ($40,000,000.00)
Secured  Revolving Credit  Facility,  a certain One Million Two Hundred Thousand
and No/100  Dollar  ($1,200,000.00)  Secured Term Loan and a certain One Million
Five Hundred Thousand and No/100 Dollar ($1,500,000.00) 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  Original
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 Original 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,
Notes,  Security  Agreements,  Trademark  Assignment,  Guaranties,  Stock Pledge
Agreement  together  with the First  Modification,  Second  Modification,  Third
Modification,  Fourth Modification,  Fifth Modification,  this Agreement and the
herein  defined New  Subsidiaries'  Security  Agreements  and New  Subsidiaries'
Guaranties are collectively referred to herein as the "Loan Documents"); and

     WHEREAS, pursuant to the terms of the Second Modification Lenders consented
to, among other matters,  Distribunet  Inc.  investing in and becoming a limited
partner in Senequier Holdings L.P., a Texas limited  partnership  ("Senequier");
and

     WHEREAS,  Borrower,  Distribunet  Inc.  and  Magazine  Connection  Inc. are
desirous of entering into that certain Termination Agreement dated September 28,
2001 (the  "Termination  Agreement") with both Senequier,  Senequier  Investment
Management  Inc.,  Mags2Go L.L.C.  as well as Magazinet,  Management and NewComm
Corporation  which among other  matters will result in the  redemption of all of
the interest held by Distribunet  (the  "Distribunet  Senequier  Interest") as a
limited partner in Senequier; and

     WHEREAS, the Borrowing Parties have requested Lenders to (i) consent to the
execution  of the  Termination  Agreement  and the related  documents  described
therein as well as (ii)  release the lien held by Agent for the ratable  benefit
of the Lenders on the Distribunet Senequier Interest; and

     WHEREAS, Lenders have agreed to give said consent, release said lien and to
modify  the  Loan  Documents  in  accordance  with the  terms of this  Agreement
conditioned  on the terms  contained  herein  including  but not  limited to the


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<PAGE>

delivery to Lenders of Security Agreements executed by the New Subsidiaries (the
"New  Subsidiaries'  Security  Agreements")  and Guaranties  executed by the New
Subsidiaries (the "New Subsidiaries' Guaranties").

     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.  Borrowing  Parties and Lenders hereby
agree that effective (the "Effective  Time")  immediately  following the closing
under the Termination  Agreement the Loan Agreement be and hereby is modified as
follows:

          (a) Magazinet, L.P., a Delaware limited partnership ("Magazinet"), and
     Magazinet   Management,   L.L.C.,  a  Delaware  limited  liability  company
     ("Management") are hereby added to the definition of "Borrower Entities";

          (b) The  Security  Agreement  of even date with this  Agreement  which
     shall be executed at the  Effecive  Time by Magazinet in favor of Agent for
     the  ratable  benefit  of the  Lenders  as  amended  from time to time (the
     "Magazinet  Security  Agreement")  and the Security  Agreement of even date
     with this  Agreement  which  shall be  executed  at the  Effective  Time by
     Management  in favor of Agent for the  ratable  benefit  of the  Lenders as
     amended from time to time (the "Management  Security Agreement") are hereby
     added to the definition of the "Collateral Documents";

          (c) Magazinet  and  Management  are hereby added to the  definition of
     "Guarantors";

          (d) The  Guaranty  of even  date with this  Agreement  which  shall be
     executed by Magazinet ("Magazinet  Guaranty") and the Guaranty of even date
     with this Agreement which shall be executed by Management (the  "Management
     Guaranty")  at the  Effective  Time are hereby added to the  definition  of
     "Subsidiary Guaranties";

          (e) Magazinet  and  Management  are hereby added to the  definition of
     "Subsidiary Guarantors");

          (f) Section 6.21 of the Loan Agreement is hereby restated to read:

               "6.21 Business Activities. The Borrower and its Subsidiaries will
               not engage in any type of business  except (a) the  businesses in
               which they were  engaged on April 30,  1998,  including,  without
               limitation, the distribution of paperbacks, magazines and related
               products;   product,   order  and  subscription   processing  and

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<PAGE>

               fulfillment;   customer   service;   telemarketing   and  related
               services;  and (b) supplying  magazines and other  periodicals to
               retail  sellers.  However,  Borrower  may  become  engaged in the
               publishing business if such business does not at any time account
               for greater than ten percent (10%) of  Borrower's  revenues on an
               annual basis."

     Borrowing  Parties further agree that the provisions of Section 6.22 of the
Loan Agreement apply with equal force and effect to Magazinet and Management and
that in further consideration of Lenders executing this Agreement Borrower shall
also  make  available  and loan to  Magazinet  and  Management  portions  of any
Advances  relating to the Revolving  Loan to be used by Magazinet and Management
for working  capital  purposes.  Magazinet and Management by their  execution of
this  Agreement  hereby join in the  Certificate  of  Acknowledgment  and Pledge
attached to the Loan Agreement as if they were an original signatory thereto and
hereby  grants a security  interest in favor of Borrower in and to all presently
existing  and  hereafter  arising  accounts,   inventory,   equipment,   general
intangibles,  instruments,  investment securities and chattel paper of Magazinet
and  Management  and the proceeds of all of the  foregoing to secure all amounts
advanced and/or lent to them by Borrower pursuant to said Section 6.22. Borrower
by its execution of this  Agreement  hereby  assigns all the foregoing  together
with all loans made in connection therewith to Magazinet and Management to Agent
for the ratable  benefit of the Lenders to further  secure the  repayment of the
Obligations.

          (g) Section 6.28 is hereby restated to read:

               "6.28 Limitations on Investments in Senequier Holdings, L.P. (the
               "Partnership").   Notwithstanding   anything   to  the   contrary
               contained in this Agreement,  after September 28, 2001,  Borrower
               and Subsidiaries of Borrower shall not make any  Investments,  as
               said term is defined in  Paragraph  4 of the Second  Modification
               Agreement dated June 29, 2000, in the Partnership."

          (h) The following additional covenant is hereby added to Article VI of
     the Loan Agreement.

               "6.29  Limitation of  Investments  in Magazinet  and  Management.
               During the period  from May 1, 2001 to April 30,  2002 the sum of
               all   "Magazinet   Investments"   by   Borrower  or  any  of  its
               Subsidiaries  in Magazinet and  Management  shall not exceed Four
               Hundred Fifty Thousand and No/100 Dollars ($450,000.00).  As used
               herein the term  "Magazinet  Investments"  means the aggregate of
               all (a), capital contributions to Magazinet and Management in the
               form of cash or  property  for any  purpose,  (b)  loans  for any
               purpose to Magazinet and Management, (c) any guaranty of any debt
               of  Magazinet  and  Management,  (d) a pledge  of any  assets  of
               Borrower  or  any of its  Subsidiaries  to  secure  any  debt  of
               Magazinet and Management,  (e) cash paid or property  transferred
               to acquire any ownership  interest in or the right to acquire any


                                       4
<PAGE>

               ownership  interest in  Magazinet  and  Management,  and (f) cash
               advances to Magazinet and Management to fund operating  losses of
               Magazinet and Management.  The  determination of the value of any
               property  used  in  calculating   the  amount  of  the  Magazinet
               Investments  shall  be  done by  Agent  in its  sole  discretion.
               Borrower  further agrees that in addition to all other matters to
               be shown on the Compliance  Certificate  that there also shall be
               shown  thereon  in a form and  content  acceptable  to Agent  the
               amount of the outstanding Magazinet Investments."

     4. Modification of Security Agreement Executed by Magazine  Connection Inc.
At the Effective Time, Item G of Schedule I to the Security  Agreement  executed
by Magazine Connection Inc. is hereby restated to read:

         "Item G  Pledged Shares

         Issuer                                               Interest

         Magazinet Management, L.L.C.,
         a Delaware limited liability company             1% membership interest

         Magazinet, L.P., a Delaware                     1% partnership interest
         limited partnership

     5. Modification of Security  Agreement  Executed by Distribunet Inc. At the
Effective Time, Items G and H of Schedule I to the Security  Agreement  executed
by Distribunet Inc. are hereby restated to read:

         "Item G  Pledged Partnership Interest

         Issuer                               Percentage of Partnership Interest

         Magazinet, L.P., a Delaware
         Limited partnership                                    98%

         Item H            Pledged Membership Interest

         Issuer                                               Interest

         Magazinet Management, L.L.C.,
         a Delaware limited liability company           99% membership interest"

     6. Deliveries.  Agent's execution of the present Agreement on behalf of all
Lenders and their  agreement  to the terms and  conditions  hereof is  expressly
conditioned  on the  delivery to Agent of the  documents  referred to in clauses
(a),  (j),  (n) and (o) of this  Section 6 in a form and content  acceptable  to
Agent and its  counsel.  The  Borrowing  Parties  covenant  and  agree  that the
documents  called for in the  remaining  clauses in this Section 6 in a form and
content  acceptable  to Agent and its counsel  will be delivered to the Agent at
the Effective Time:

          (a) Duplicate counterparts of this Agreement executed by the Borrowing
     Parties  (execution  by Magazinet  and  Management  to be at the  Effective
     Time),

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<PAGE>

          (b) Delivery of the executed New Subsidiaries' Security Agreements,

          (c) Delivery of the executed New Subsidiaries' Guaranties,

          (d) UCC-1 Financing Statements listing Magazinet as debtor in favor of
     Agent for filing in Delaware,

          (e) UCC-1 Financing  Statement listing Magazinet as debtor in favor of
     Borrower and assigned to Agent for filing in Delaware,

          (f) UCC-1 Financing Statement listing Management as debtor in favor of
     Agent for filing in Delaware,

          (g) UCC-1 Financing Statement listing Management as debtor in favor of
     Borrower and assigned to Agent for filing in Delaware,

          (h) UCC-1  Financing  Statement  listing  Magazine  Connection Inc. as
     debtor in favor of Agent for filing in Delaware,

          (i) UCC-1  Financing  Statement  listing  Magazine  Connection Inc. as
     debtor in favor of Borrower and assigned to Agent for filing in Delaware,

          (j) Certificate of Good Standing for Magazinet  issued by the Delaware
     Secretary of State,

          (k) Certificate of Good Standing for Management issued by the Delaware
     Secretary of State,

          (l) Partners  Certificate for Magazinet  certifying as to (i) attached
     Partnership Agreement, (ii) authorized partners' signatures,

          (m) Members  Certificate for Management  certifying as to (i) attached
     copy of Articles of Formation, (ii) Operating Agreement,
         (iii) authorized managers' signatures,

          (n) Copy of  executed  Termination  Agreement  and all other  executed
     documents relating thereto, and

          (o) Payments of all Costs.

     7. Release and Consent.  Provided all the conditions precedent in the first
sentence of Section 6 are fulfilled (i) Lenders  hereby consent to the execution
of the  Termination  Agreement  and (ii) Agent shall  deliver to Borrower at the
closing under the Termination Agreement a release of the lien on the Distribunet
Senequier  Interest in such form as the Borrowing Parties may reasonably request
and executed  Uniform  Commercial  Code  Amendments  amending the existing UCC-1
Financing  Statements to eliminate the Distribunet  Senequier  Interest from the
described Collateral.

     8. Costs. Concurrently with the execution of this Agreement, Borrower shall
pay or cause to be paid to Agent in  immediately  available  funds  all fees and
expenses of Lenders relating to this Agreement and the transactions contemplated

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<PAGE>

herein, including, without limitations,  reasonable fees and expenses of Agent's
counsel (the "Costs").

     9. Other Loan Documents 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.

     10. Other Documents. At Agent's request, the Borrowing Parties hereby agree
to execute and deliver  promptly to Agent such other  documents as Agent, in its
reasonable  discretion,  shall deem  necessary  or  appropriate  to evidence the
transactions contemplated herein.

     11. Reaffirmation.  The Borrowing Parties do hereby reaffirm 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.

     12. References. All references herein to any of the Loan Documents shall be
understood to be to the Loan Documents as modified hereby. All references in any
of the Loan  Documents  to any  other  one or more of the Loan  Documents  shall
hereafter be deemed to be to such document(s) as modified hereby.

     13. No Defense,  Counterclaims.  Each Borrowing Party hereby represents and
warrants to, and covenants  with,  Lenders that as of the date hereof,  (a) each
Borrowing Party has no defenses,  offsets or counterclaims of any kind or nature
whatsoever  against  any  Lender  with  respect  to the Loans or any of the Loan
Documents,  or any  action  previously  taken or not  taken by any  Lender  with
respect thereto or with respect to any security interest,  encumbrance,  lien or
collateral in connection  therewith to secure the  liabilities of each Borrowing
Party,  and (b) that the Lenders have fully  performed all  obligations  to each
Borrowing Party which it may have had or has on and of the date hereof.

     14.  Release.  Without  limiting  the  generality  of the  foregoing,  each
Borrowing  Party,  on its own behalf  and on the behalf of its  representatives,
partners,   shareholders,   subsidiaries,   affiliated  and  related   entities,
successors and assigns (hereinafter  collectively  referred to as the "Borrowing
Group" and as to the  Borrowing  Group,  each  Borrowing  Party  represents  and
warrants  that it has the  right,  power and  authority  to waive,  release  and
forever  discharge  on  behalf  of the  Borrowing  Group,  the  "Bank  Group" as
hereinafter  defined) waives,  releases and forever  discharges each Lender, and
their  respective  officers,  directors,  subsidiaries,  affiliated  and related
companies   or   entities,    agents,   servants,    employees,    shareholders,
representatives,   successors,  assigns,  attorneys,   accountants,  assets  and
properties,  as the case may be (together  hereinafter  referred to as the "Bank
Group")  from and  against  all manner of  actions,  cause and causes of action,
suits, debts, sums of money, accounts,  reckonings,  bonds, bills,  specialties,
covenants,   contracts,   controversies,   agreements,   promises,  obligations,
liabilities, costs, expenses, losses, damages, judgments, executions, claims and
demands,  of whatsoever  kind or nature,  in law or in equity,  whether known or
unknown,  whether or not concealed or hidden,  arising out of or relating to any
matter,  cause or thing whatsoever,  that any of the Borrowing Group, jointly or
severally, may have had, or now have or that may subsequently accrue against the

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<PAGE>

Bank Group by reason of any matter or thing whatsoever  arising out of or in way
connected  to,  directly,  or  indirectly,  the  Loans  and/or  any of the  Loan
Documents through the date hereof,  Each Borrowing Party acknowledges and agrees
that  Lenders are  specifically  relying upon the  representations,  warranties,
covenants  and  agreements  contained  herein  and  that  such  representations,
warranties,  covenants and agreements  constitute a material inducement to enter
into this Agreement.

     15. 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.

     16.  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.

     17. 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.

     18. 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.









(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK AND THE SIGNATURES BEGIN
ON THE NEXT PAGE.)


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<PAGE>


     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






PARENT:

AMREP CORPORATION, an Oklahoma corporation       KABLE NEWS INTERNATIONAL, INC.,
                                                 a Delaware corporation


By:      /s/Peter M. Pizza
                                                 By:       /s/ Michael P. Duloc
Title:   Vice President
                                                 Title:        President
SUBSIDIARIES:

KABLE NEWS EXPORT, LTD., a Delaware              KABLE FULFILLMENT SERVICES OF
corporation                                      OHIO, INC., a Delaware
                                                 corporation



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

Title:   President                               Title:     Authorized Signatory



                                       9
<PAGE>





KABLE NEWS COMPANY OF CANADA
LTD., an Ontario, Canada
Corporation
                                                 DISTRIBUNET INC., a Delaware
                                                 corporation


By:      /s/ Michael P. Duloc

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

                                                 Title:        President


MAGAZINET, L.P., a Delaware
limited partnership
                                                 MAGAZINE CONNECTION INC., a
By:  Magazinet Management, L.L.C., a             Delaware corporation
     Delaware limited liability company
                                                 By:       /s/ Michael P. Duloc

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

Name:     Michael P. Duloc

Title:   Manager




MAGAZINET MANAGEMENT, L.L.C., a
Delaware limited liability company


By:      /s/ Michael P. Duloc

Name:     Michael P. Duloc

Title:   Manager





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<PAGE>


LENDERS:



AMERICAN  NATIONAL BANK AND TRUST  COMPANY OF CHICAGO,  as Agent for all Lenders
and as a Lender



By:      /s/ Susan B. Kruesi

Title:   First Vice President



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