Exhibit
10.5
EAC
III L.L.C.
c/o
Ripplewood Holdings L.L.C.
One
Rockefeller Plaza, 32nd Floor
New
York, NY 10020
June 22, 2005
WRC Media Inc.
c/o Ripplewood Holdings L.L.C.
One Rockefeller Plaza, 32nd Floor
New York, NY 10020
Dear Sirs:
Reference is made to
the Redemption and Repurchase Agreement dated as of the date hereof
(the “ Redemption and Repurchase Agreement ”),
among WRC Media Inc., a Delaware corporation (the “
Company ”), and the Exchangers identified therein.
Terms used but not defined herein shall have the meaning assigned
to such terms in the Redemption and Repurchase Agreement.
EAC III L.L.C.
(“ EAC III ”) hereby confirms that, upon
satisfaction of all the conditions set forth in Article VI of the
Redemption and Repurchase Agreement, without waiver of any such
conditions except (a) waivers in which EAC III concurs and (b)
waivers by the Company, EAC III will purchase from the Company
shares of common stock, par value $0.01 per share, of the Company
(“ Common Stock ”) for cash consideration in an
amount, when added to the amount of any cash consideration paid to
the Company by any other shareholder of the Company for any shares
of Common Stock that any such shareholder may concurrently purchase
from the Company, equal to
