AGREEMENT AND PLAN OF MERGER dated as of August 12, 2001 among HUNGRY MINDS, INC., JOHN WILEY & SONS, INC. and HMI ACQUISITION CORP.Merger Agreement • August 14th, 2001 • Hungry Minds Inc /De/ • Books: publishing or publishing & printing • Delaware
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.
HUNGRY MINDSExecutive Retention Plan • August 14th, 2001 • Hungry Minds Inc /De/ • 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 AGREEMENTForbearance and Amendment 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
