Hungry Minds Inc /De/ Sample Contracts

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1 _______________ SHARES IDG BOOKS WORLDWIDE, INC. CLASS A COMMON STOCK, $0.001 PAR VALUE UNDERWRITING AGREEMENT July __, 1998
Underwriting Agreement • June 25th, 1998 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • New York
BY AND AMONG
Share Purchase Agreement • December 28th, 1998 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • California
EXHIBIT 10.1 CREDIT AGREEMENT
Credit Agreement • August 10th, 1999 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • Massachusetts
OFFICE LEASE BETWEEN CROSSPOINT SEVEN, LLC "LANDLORD" AND IDG BOOKS WORLDWIDE, INC. "TENANT"
Office Lease • December 28th, 1998 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • Indiana
ADDENDUM TO COMPENSATION AGREEMENT (DATED 7/1/98) FOR: John Ball EFFECTIVE 3/1/00
Compensation Agreement • December 26th, 2000 • Hungry Minds Inc /De/ • Books: publishing or publishing & printing
WITNESSETH:
Trademark License Agreement • July 10th, 1998 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • Massachusetts
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT dated as of June 29, 1999
Stock Purchase Agreement • August 17th, 1999 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • New York
AGREEMENT AND PLAN OF MERGER dated as of August 12, 2001 among HUNGRY MINDS, INC., JOHN WILEY & SONS, INC. and HMI ACQUISITION CORP.
Agreement and Plan of Merger • August 14th, 2001 • Hungry Minds Inc /De/ • Books: publishing or publishing & printing • Delaware
AGREEMENTS
Share Exchange Agreement • June 25th, 1998 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • Massachusetts
SUBORDINATED LOAN AGREEMENT
Loan Agreement • May 10th, 2001 • Hungry Minds Inc /De/ • Books: publishing or publishing & printing • Massachusetts

This Subordinated Loan Agreement is entered into as of this 7th day of May, 2001 by and between Hungry Minds, Inc., a Delaware corporation (the "Borrower") and International Data Group, Inc., a Massachusetts corporation (the "Lender").

AMENDMENT AND CONSENT AGREEMENT
Amendment and Consent Agreement • September 6th, 2001 • Hungry Minds Inc /De/ • Books: publishing or publishing & printing

AMENDMENT AND CONSENT AGREEMENT, dated as of August 29, 2001, to the FORBEARANCE AND AMENDMENT AGREEMENT, dated as of April 30, 2001 (as amended from time to time, the "Forbearance Agreement"), by and among (a) HUNGRY MINDS, INC. (formerly known as "IDG Books Worldwide, Inc."), a Delaware corporation (hereinafter, together with its successors in title and assigns, the "Borrower"), (b) the several financial institutions party to the Forbearance Agreement as Lenders thereunder, (c) FLEET NATIONAL BANK (formerly known as "BankBoston, N.A."), as Issuing Lender under the Credit Agreement, (d) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent for the Lenders and the Agents, (e) BANK ONE, N.A. (formerly known as "The First National Bank of Chicago"), as Documentation Agent for the Lenders and the Agents, and (f) FLEET NATIONAL BANK, as Administrative Agent for the Lenders, the Issuing Lender and the Agents under the Credit Agreement. Reference is also made to the Credit Agreement,

AGREEMENTS
Share Exchange Agreement • July 22nd, 1998 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • Massachusetts
Amendment No. 1 to Employment agreement
Employment Agreement • August 14th, 2001 • Hungry Minds Inc /De/ • Books: publishing or publishing & printing

This Amendment No. 1 to Employment Agreement (the "Amendment") by and between John Kilcullen (the "Executive") and Hungry Minds, Inc. ("Hungry Minds"), a Delaware corporation formerly known as IDG Books Worldwide, Inc., is made as of May 2001 and amends the Employment Agreement, dated as of July 1, 1998, by and between the Executive and Hungry Minds (the "Employment Agreement"). All capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the Employment Agreement.

FORBEARANCE AND AMENDMENT AGREEMENT
Forbearance and Amendment Agreement • May 10th, 2001 • Hungry Minds Inc /De/ • Books: publishing or publishing & printing

FORBEARANCE AND AMENDMENT AGREEMENT, dated as of April 30, 2001, to the CREDIT AGREEMENT, dated as of July 30, 1999 (as amended from time to time, the "Credit Agreement"), by and among (a) HUNGRY MINDS, INC. (formerly known as "IDG Books Worldwide, Inc."), a Delaware corporation (hereinafter, together with its successors in title and assigns, the "Borrower"), (b) the several financial institutions party to the Credit Agreement as Lenders thereunder, (c) FLEET NATIONAL BANK (formerly known as "BankBoston, N.A."), as Issuing Lender under the Credit Agreement, (d) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent for the Lenders and the Agents, (e) BANK ONE (formerly known as "The First National Bank of Chicago"), as Documentation Agent for the Lenders and the Agents, and (f) FLEET NATIONAL BANK, as Administrative Agent for the Lenders, the Issuing Lender and the Agents under the Credit Agreement.

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HUNGRY MINDS
Hungry Minds Inc /De/ • August 14th, 2001 • Books: publishing or publishing & printing

This letter Agreement between Hungry Minds, Inc. (HMI) and John Kilcullen (Executive) describes the Executive Retention Program approved by the Compensation Committee of the Board of Directors. This plan is effective January 8, 2001 and concludes no later than June 30, 2001 subject to the provisions outlined below.

AMENDMENT AND WAIVER AGREEMENT
Amendment and Waiver Agreement • August 14th, 2001 • Hungry Minds Inc /De/ • Books: publishing or publishing & printing

AMENDMENT AND WAIVER AGREEMENT, dated as of July 30, 2001, to the FORBEARANCE AND AMENDMENT AGREEMENT, dated as of April 30, 2001 (as amended from time to time, the "Forbearance Agreement"), by and among (a) HUNGRY MINDS, INC. (formerly known as "IDG Books Worldwide, Inc."), a Delaware corporation (hereinafter, together with its successors in title and assigns, the "Borrower"), (b) the several financial institutions party to the Forbearance Agreement as Lenders thereunder, (c) FLEET NATIONAL BANK (formerly known as "BankBoston, N.A."), as Issuing Lender under the Credit Agreement, (d) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent for the Lenders and the Agents, (e) BANK ONE (formerly known as "The First National Bank of Chicago"), as Documentation Agent for the Lenders and the Agents, and (f) FLEET NATIONAL BANK, as Administrative Agent for the Lenders, the Issuing Lender and the Agents under the Credit Agreement. Reference is also made to the Credit Agreement, dated as

CONSULTING AGREEMENT
Consulting Agreement • August 14th, 2001 • Hungry Minds Inc /De/ • Books: publishing or publishing & printing

WHEREAS, Executive is presently employed as an executive officer of Company, pursuant to a compensation agreement dated as of July 1, 1998, as amended (the AEmployment Agreement@); and

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