1 EXHIBIT 10.7 REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT is made as of June 1, 1998 between IDG Enterprises, Inc., a Delaware corporation (the "Original Stockholder"; together with its permitted successors and assigns, the "Stockholders"), and IDG...Registration Rights Agreement • June 25th, 1998 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • Delaware
1 _______________ SHARES IDG BOOKS WORLDWIDE, INC. CLASS A COMMON STOCK, $0.001 PAR VALUE UNDERWRITING AGREEMENT July __, 1998Underwriting Agreement • June 25th, 1998 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • New York
BY AND AMONGShare Purchase Agreement • December 28th, 1998 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • California
1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT"), is entered into by IDG Books Worldwide, Inc. ("IDG BOOKS") and its parent company International Data Group (collectively the "COMPANY") and John Kilcullen (the...Employment Agreement • July 10th, 1998 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • California
EXHIBIT 10.1 CREDIT AGREEMENTCredit 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
1 EXHIBIT 10.9 NON-COMPETITION AGREEMENT THIS NON-COMPETITION AGREEMENT is made as of the 1st day of June, 1998, by and between INTERNATIONAL DATA GROUP, INC., a Massachusetts corporation ("IDG"), and IDG BOOKS WORLDWIDE, INC., a Delaware corporation...Non-Competition Agreement • June 25th, 1998 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • Delaware
ADDENDUM TO COMPENSATION AGREEMENT (DATED 7/1/98) FOR: John Ball EFFECTIVE 3/1/00Compensation Agreement • December 26th, 2000 • Hungry Minds Inc /De/ • Books: publishing or publishing & printing
Exhibit 10.17 EMPLOYMENT AGREEMENT With John Harris THIS EMPLOYMENT AGREEMENT (the "Agreement"), is entered into by IDG Books Worldwide, Inc. ("IDG Books") and (the "Executive") as of May 1, 2000, and will be effective on such date hereinafter called...Employment Agreement • December 26th, 2000 • Hungry Minds Inc /De/ • Books: publishing or publishing & printing • New York
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, 1999Stock Purchase Agreement • August 17th, 1999 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • New York
Exhibit 10.18 EMPLOYMENT AGREEMENT With Bill Barry THIS EMPLOYMENT AGREEMENT (the "Agreement"), is entered into by IDG Books Worldwide, Inc. ("IDG Books") and Bill Barry (the "Executive") as of the 1st day of March 2000, and will be effective on such...Employment Agreement • December 26th, 2000 • Hungry Minds Inc /De/ • Books: publishing or publishing & printing • New York
1 EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT"), is entered into by IDG Books Worldwide, Inc. ("IDG BOOKS") and its parent company International Data Group (collectively the "COMPANY") and Steven Berkowitz (the...Employment Agreement • July 10th, 1998 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • California
1 EXHIBIT 10.1 IDG BOOKS WORLDWIDE, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of this ___ day of ____, 1998, by and between IDG Books Worldwide, Inc., a Delaware corporation (the "Company"), and...Indemnification Agreement • July 22nd, 1998 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • Delaware
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
AGREEMENTSShare Exchange Agreement • June 25th, 1998 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • Massachusetts
SUBORDINATED LOAN AGREEMENTLoan 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").
1 EXHIBIT 10.6 CORPORATE SERVICES AGREEMENT THIS AGREEMENT is made as of June 1, 1998 between INTERNATIONAL DATA GROUP, INC., a Massachusetts corporation ("IDG"), and IDG BOOKS WORLDWIDE, INC., a Delaware corporation ("IDGB"). Preliminary Statement In...Corporate Services Agreement • June 25th, 1998 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • Delaware
AMENDMENT AND CONSENT AGREEMENTAmendment 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,
AGREEMENTSShare Exchange Agreement • July 22nd, 1998 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • Massachusetts
Amendment No. 1 to Employment agreementEmployment 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 AGREEMENTForbearance 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.
1 EXHIBIT 10.10 TAX ALLOCATION AGREEMENT THIS AGREEMENT is made as of June 1, 1998 between INTERNATIONAL DATA GROUP, INC., a Massachusetts corporation ("IDG"), and IDG BOOKS WORLDWIDE, INC., a Delaware corporation ("IDGB"; the term "IDGB" meaning IDGB...Tax Allocation Agreement • June 25th, 1998 • Idg Books Worldwide Inc • Books: publishing or publishing & printing • Delaware
HUNGRY MINDSHungry 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 AGREEMENTAmendment 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 AGREEMENTConsulting 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
