REDEMPTION AND REPURCHASE AGREEMENT

REDEMPTION AND REPURCHASE AGREEMENT (as the same may hereafter be amended, supplemented or modified, this “ Agreement ”), dated as of June 22, 2005, among WRC MEDIA INC., a Delaware corporation (together with its successors and permitted assigns, “ WRC ”), SGC PARTNERS I LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “ Exchanger ”), and EAC III L.L.C., a Delaware limited liability company (together with its successors and permitted assigns, the “ Initial Stockholder ”).

  SECTION 1.01.    Definitions. The following terms, as used herein, have the following meanings:

SECTION 2.01.    Redemption and Repurchase. Upon the terms and subject to the conditions of this Agreement, (i) WRC agrees to redeem from the Exchanger and the Exchanger agrees to surrender for redemption to WRC, all of the Securities at the closing of the Redemption and Repurchase (the “ Closing ”) and (ii) the Initial Stockholder agrees to transfer certain shares of common stock, par value $0.01 per share (the “Common Stock” ), of WRC in connection therewith and the amendment of the Existing Stockholders Agreement. The aggregate consideration to be paid or delivered to the Exchanger (the “ Consideration ”) as part of the Closing is (a) at the Closing, from WRC, the number of newly issued shares of Common Stock (the “ WRC Exchange Shares ”), free and clear of any Encumbrances, into which the Securities are then convertible at the option of the holder, (b) at the Closing, from the Initial Stockholder, the number of shares of Common Stock (free and clear of any Encumbrances), which shares shall then have been newly issued by WRC to the Initial Stockholder in connection with the New Equity Investment (the “ Initial Stockholder Exchange Shares ” and, together with the WRC Exchange Shares, the “ Exchange Shares ”), to be determined such that upon the closing of the Sale, after giving effect to the Transactions and all related transactions (including the Note Redemption), the Exchange Shares would, when taken together with the 1,694,039 shares of Common Stock already held by the Exchanger and the shares of Common Stock issued to it pursuant to clause (a) above, constitute an aggregate of 8.3074 % of the outstanding Common Stock, calculated on a fully diluted basis prior to the issuance of New Management Options, and (c) from WRC, thereafter, promptly following any purchase or redemption of any Senior Subordinated Notes by WRC, the Purchaser or any of their respective Affiliates, 24% of the Call Savings attributable to such purchase or redemption. The Consideration shall be paid or delivered, as applicable, as provided in Section 2.02 and Section 2.03.

SECTION 2.02.    Closing. The Closing shall take place at the offices of Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, New York, concurrently with the consummation of the Sale, or at such other time or place as WRC and the Exchanger may agree. At the Closing:

(a)    WRC shall deliver, or cause to be delivered, to the Exchanger, in immediately available funds, 24% of the Call Savings realized at or prior to the Closing, if any, by wire transfer (or other means acceptable to the Exchanger) to an account of Exchanger with a bank in New York City designated by Exchanger by notice to WRC prior to the Closing;

(b)    WRC shall issue and deliver, and the Initial Stockholder shall deliver, or cause to be delivered, to the Exchanger, certificates or other appropriate documentation for the Exchange Shares, in accordance with their respective obligations set forth in Section 2.01, registered in the name of the Exchanger and bearing appropriate legends; and

(c)    The Exchanger shall deliver, or cause to be delivered, to WRC, certificates or other appropriate documentation for the Securities, duly endorsed in blank or accompanied by instruments of transfer executed in blank; and

SECTION 2.03.    Call Savings. If WRC, the Purchaser or any of their respective Affiliates purchases or redeems any Senior Subordinated Notes, WRC shall deliver, or cause to be delivered, to the Exchanger, in immediately available funds, 24% of the portion of any Call Savings attributable to such purchase or redemption, by wire transfer (or other means acceptable to the Exchanger) to the account of the Exchanger with a bank in New York City designated by the Exchanger by notice to WRC prior to the Closing, it being understood that none of WRC, the Purchaser or any of their respective Affiliates shall have any obligation to take any action to realize any Call Savings in connection with such purchase or redemption.

SECTION 2.04.    Sale of Company. If a sale of WRC (a “ Company Sale ”) occurs within 12 months of the Closing (as defined in the Sale Agreement), the Initial Stockholder shall deliver, or cause to be delivered, (free and clear of any Encumbrances) to the Exchanger promptly after receipt following the closing of the Company Sale, a portion of consideration for such Company Sale received by the Initial Stockholder or its successors or assigns equal to, if positive, (x) the consideration that the Exchanger would have received in respect of its Securities in connection with the Company Sale (for clarity, disregarding the sale of any Securities prior to the closing of such Company Sale) if the Exchanger had not exchanged the Securities for the Exchange Shares pursuant to this Agreement or otherwise (but, for clarification, all the other Transactions had occurred at the Closing) minus (y) the consideration that the Exchanger receives in connection with such Company Sale in respect of its Exchange Shares; provided that, if any Exchange Shares are disposed of by the Exchanger prior to the closing of the Company Sale, (i) such Exchange Shares shall nonetheless be deemed to have instead been sold by the Exchanger in the Company Sale and therefore shall be counted in clause  (y) and (ii) the amount of consideration for any such Exchange Shares in clause (y) shall instead be the amount actually received by the Exchanger in its actual pre-Company Sale disposition of such Exchange Shares if such amount is less than the amount it would have received for such Exchange Shares in the Company Sale. As used in this paragraph, a sale of WRC shall be deemed to occur if all or substantially all of the Common Stock or voting stock, or all or substantially all of WRC’s assets, are sold, directly or indirectly, whether by merger (including any merger in which the pre-merger stockholders of WRC no longer own a majority of WRC immediately after the merger), consolidation, sale of stock or assets or any other form, in each case in a transaction or series of related transactions, and entry into definitive documentation therefor shall constitute a sale. For purposes of clarification and without limiting the effect of the foregoing, this Section 2.04 does not create any obligation of WRC or any of its Subsidiaries; only the Initial Stockholder shall be obligated to deliver (or cause to be delivered, other than by WRC or any of its Subsidiaries) the payment contemplated by this Section 2.04.

WRC represents and warrants to the Exchanger as of the date hereof and as of the time of Closing that:

SECTION 3.01.    Corporate Existence and Power. WRC is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted and as proposed to be conducted.

SECTION 3.02.    Corporate Authorization. The execution, delivery and performance by WRC of each of this Agreement, the Existing Stockholder Agreement Amendment, the Notes, the Note Agreement and the New Stockholders Agreement and the consummation by WRC of the transactions contemplated hereby and thereby (including the issuance of the Exchange Shares and the Note Redemption) are within the corporate powers of WRC and have been duly authorized by all necessary corporate action on the part of WRC. This Agreement and the New Stockholders Agreement each constitutes, and each Note and the Note Agreement and the Existing Stockholders Agreement, as amended by the Existing Stockholders Agreement Amendment, when executed will constitute, a valid and binding agreement of WRC, each enforceable against WRC in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws of general application affecting enforcement or creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; or (iii) as limited by general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03.    Governmental Authorization. The execution, delivery and performance by WRC of each of this Agreement, the Existing Stockholders Agreement Amendment, the Notes, the Note Agreement and the New Stockholders Agreement and the consummation of the transactions contemplated hereby and thereby require no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official to be obtained or made by, or with respect to, WRC, except (i) as have been obtained or made (or are not required to be obtained or made until after the Closing), (ii) as required pursuant to the Securities Exchange Act of 1934 and (iii) filings of termination statements, mortgage releases, financing statements, mortgages and other notices in connection with the Refinancing and the Second Lien Term Loans.

SECTION 3.04.    Noncontravention. Except as set forth on Schedule 3.04 hereto, the execution, delivery and performance by WRC of each of this Agreement, the Existing Stockholders Agreement Amendment, the Notes, the Note Agreement and the New Stockholders Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate WRC’s certificate of incorporation or bylaws, (ii) violate any applicable law, rule, regulation, judgment, injunction, order or decree, (iii) require any consent or other action by any Person under, constitute a default under (with due notice or lapse of time or both), or give rise to any right of termination, cancellation or acceleration of any right or obligation of WRC or to a loss of any benefit to which WRC is entitled under any provision of any material agreement or other instrument binding upon WRC or any of WRC’s assets or properties or (iv) result in the creation or imposition of any material Lien on any of WRC’s properties or assets.

SECTION 3.05.    Capitalization and Voting Rights of WRC.  (a) The authorized capital stock of WRC as of May 31, 2005 consists of 20,000,000 shares of Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share (the “ Preferred Stock ”), and the outstanding capital stock of WRC as of   May 31, 2005 consists of 7,008,406 shares of Common Stock and 3,547,980 shares of Preferred Stock. As of the Closing, the authorized capital stock of WRC will consist of 400,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock.

(b)    Immediately following the Closing and after giving effect to the Transactions and the other transactions contemplated by this Agreement, the Exchange Shares will in the aggregate constitute 8.3074% of the outstanding Common Stock, calculated on a fully diluted basis prior to the issuance of New Management Options, and WRC will have no outstanding shares of Preferred Stock.

(c)    As of May 31, 2005, (i) the Initial Stockholder owned 4,870,494 shares of Common Stock representing 69.5% of the outstanding Common Stock and the Exchanger’s 1,694,039 shares of Common Stock represented 24.2% of the outstanding Common Stock.

(d)    The Initial Stockholder owns all of the outstanding shares of Junior Preferred Stock, other than the outstanding shares of Junior Preferred Stock owned by the Exchanger.

(e)     All of the outstanding shares of Senior Preferred Stock are owned by the “Exchangers,” as such term is defined in the Senior Preferred Redemption and Repurchase Agreement. 

(f)    All of the outstanding shares of capital stock of WRC have been duly authorized and validly issued and are fully paid and non-assessable. Except for (1) the Existing Management Options and options to be issued to management of WRC and its Subsidiaries representing the right to purchase up to 15% of the outstanding shares of Common Stock after giving effect to the transactions contemplated hereby at an exercise price that is no less than the fair market value of one share of Common Stock at the time of issuance of such options as determined in good faith by the Board of Directors (the “ New Management Options ”), (2) the 7,008,406 shares of Common Stock outstanding on the date hereof, (3) the shares of Common Stock to be issued in connection with the Redemption and Repurchase, (4) the shares of Common Stock to be issued pursuant to the Senior Redemption and Repurchase Agreement, (5) the shares of Common Stock to be issued in connection with the New Equity Investment and (6) as set forth in Schedule 3.05(f) hereto, the shares of Common Stock issued in connection with the Senior Preferred Redemption and Repurchase, the shares of Common Stock issued in connection with the New Equity Investment, and as set forth in Schedule 3.05(f) hereto, there are, and immediately after the Closing and after giving effect to the transactions contemplated hereby there will be, no (i) outstanding shares of capital stock or voting securities of WRC, (ii) securities of WRC convertible into or exchangeable for shares of capital stock or voting securities of WRC, (iii) options or other rights to acquire from WRC, or other obligation of WRC to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of WRC or (iv) other than as expressly permitted in this Agreement, the Existing Stockholders Agreement or the New Stockholders Agreement, obligations of WRC and its Subsidiaries to repurchase or otherwise acquire or retire any shares

of capital stock or voting securities or any convertible or exchangeable securities, options or other rights of the type described in (i), (ii), or (iii).

SECTION 3.06.    Valid Issuance of Exchange Shares. The Exchange Shares have been duly and validly authorized and, when issued and delivered to the Exchanger in accordance with the terms of this Agreement, will be fully paid and non-assessable. The WRC Exchange Shares are being issued and delivered to the Exchanger, and the Initial Stockholder Exchange Shares are being issued and delivered to the Initial Stockholder, free and clear of any Encumbrances.

SECTION 3.07.    Litigation. Except as set forth in Schedule 3.07, as of the date of this Agreement, there is no action, suit, investigation or proceeding pending against or, to the knowledge of WRC, threatened against or affecting WRC or any of its properties before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the Transactions or which could reasonably be expected to have a material adverse effect on the business, financial condition, properties or operations of WRC.

SECTION 3.08.    Shareholder Arrangements. Other than the New Stockholders Agreement, the Amended and Restated Stockholders Agreement dated as of November 17, 1999 (the “ Existing Stockholders Agreement ”), among WRC, SGC Partners I LLC (previously SGC Partners II LLC) and EAC III, L.L.C., the Senior Preferred Redemption and Repurchase Agreement, other agreements entered into between Exchanger and WRC, the agreements listed on Schedule 3.08 and this Agreement, WRC is not party to or bound by any agreement with any of its stockholders or any of their respective Affiliates.

SECTION 3.09.    Disclosure; Delivery of Documents . WRC has provided to the Exchanger true and complete copies of agreements or understandings (including written forms of any oral agreements or understandings) entered into by WRC or any of its Affiliates or, to the knowledge of WRC, otherwise by any stockholders of WRC or any of their respective Affiliates, in each case in connection with the Transactions, and, as a result, all terms of the Transactions, including terms related to the payment of any fees in connection with the Transactions, have been disclosed to the Exchanger. In connection with the Transactions, no management agreements, other than the Existing Management Agreements, or similar arrangements are being entered into and the only fees being paid in connection with the Transactions to any WRC stockholder (or any of their respective Affiliates) by WRC or any of its Affil