CREDIT AGREEMENT DATED AS OF OCTOBER 27, 2004 AMONG DREAMWORKS ANIMATION SKG, INC., THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, HSBC BANK USA, NATIONAL ASSOCIATION, SYNDICATION AGENT, SOCIÉTÉ GÉNÉRALE, AS DOCUMENTATION AGENT, AND JPMORGAN...Credit Agreement • March 28th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • New York
CREDIT AGREEMENT, dated as of October 27, 2004, among DREAMWORKS ANIMATION SKG, INC., a Delaware corporation (“DW Animation”), the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”), HSBC BANK USA, NATIONAL ASSOCIATION, as syndication agent (in such capacity, the “Syndication Agent”), SOCIÉTÉ GÉNÉRALE, as documentation agent (in such capacity, the “Documentation Agent”), and JPMORGAN CHASE BANK, as administrative agent for the Lenders hereunder.
DREAMWORKS ANIMATION SKG, INC. GLENDALE, CA 91201 As of October 8, 2004DreamWorks Animation SKG, Inc. • March 28th, 2005 • Services-motion picture & video tape production • California
Upon the date (“Effective Date”) of the closing (“Closing”) of the initial public offering (“IPO”) of DreamWorks Animation SKG, Inc. (“Studio”), Studio agrees to employ you and you agree to accept such employment upon the terms and conditions set forth below. In the event the Closing fails to occur for any reason by June 28, 2005, this agreement (“Agreement”) shall be null and void:
AMENDMENT NO. 2 TO EXHIBIT B TO THE MASTER AGREEMENTThe Master Agreement • March 28th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production
DreamWorks L.L.C. (“DW”) and Universal Studios, Inc. (“Universal”) have entered into a Master Agreement dated as of June 14, 1995, which was amended and restated in its entirety as of June 20, 2001 (the “Master Agreement”) and, in connection with the amendment and restatement of the Master Agreement, entered into an amendment to Exhibit B to the Master Agreement (Exhibit B as amended, the “Home Video Agreement”). DW and Universal have agreed, effective as of January 15, 2002 (the “Amendment Effective Date”) to enter into this amendment number 2 (“Amendment No. 2”) to the Home Video Agreement as more fully set forth below.
LICENSE AGREEMENTLicense Agreement • March 28th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • California
This License Agreement (the “License Agreement”) is made effective this 27th day of October, 2004 (the “Effective Date”), by and between DreamWorks Animation LLC, a Delaware limited liability company with offices at 1000 Flower Street, Glendale, California 91201 (“DWA”), on the one hand, and DreamWorks L.L.C., a Delaware limited liability company with offices at 1000 Flower Street, Glendale, California 91201 (“DreamWorks Studios”), on the other hand, and is made with reference to the following facts.
ContractTax Receivable Agreement • March 28th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • New York
TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 27, 2004, by and among DreamWorks Animation SKG, Inc., a Delaware corporation (“DWA”) and DW Investment II, Inc., a Washington subchapter S corporation (“DWI II”).
ASSIGNMENT OF TRADEMARKS AND SERVICE MARKSDreamWorks Animation SKG, Inc. • March 28th, 2005 • Services-motion picture & video tape production
WHEREAS, DreamWorks L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (“Assignor”), is the owner of the entire right, title and interest in and to the trademarks and service marks set forth in Schedule A attached hereto and incorporated by reference herein, together with the goodwill of the business associated therewith; and
ContractRegistration Rights Agreement • March 28th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of October 27, 2004, among DREAMWORKS ANIMATION SKG, INC., a Delaware corporation (the “Company”), DWA ESCROW LLLP, a Delaware limited liability limited partnership (“Holdco”), M&J K Dream Limited Partnership, a Delaware limited partnership (“M&J K”), M&J K B LIMITED PARTNERSHIP, a Delaware limited partnership (“M&J K B”), DG-DW, L.P., a Delaware limited partnership (“DG-DW”), DW LIPS, L.P., a California limited partnership (“DW Lips”), DW INVESTMENT II, INC., a Washington corporation (“DWI II”), and the other holders of Registrable Securities (as defined below) party hereto (together with Holdco, M&J K, M&J K B, DG-DW, DW Lips, DWI II and any Family Group member that agrees with the Company to be bound by the terms of this Agreement (as defined below), the “Holders”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 28th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • Delaware
This Agreement and Plan of Merger (the “Agreement”) was made and entered into as of October 7, 2004, and amended and restated as of October 22, 2004, between Pacific Data Images, Inc., a California corporation (“Target” and after the Effective Time of the Merger (as defined below) the “Surviving Corporation”), DreamWorks Animation SKG, Inc., a Delaware corporation (the “Acquiror”), and DWA Acquisition Corp., a Delaware corporation (“Sub”). Target and Sub are hereinafter collectively referred to as the “Constituent Corporations.”
FORMATION AGREEMENT Among DREAMWORKS ANIMATION SKG, INC., DREAMWORKS L.L.C., DWA ESCROW LLLP and THE STOCKHOLDERS AND OTHER PERSONS PARTY HERETO Dated As Of October 27, 2004Formation Agreement • March 28th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • Delaware
FORMATION AGREEMENT, dated as of October 27, 2004, among DREAMWORKS ANIMATION SKG, INC., a Delaware corporation (the “Company”), DREAMWORKS L.L.C., a Delaware limited liability company (“DW”), DWA ESCROW LLLP, a Delaware limited liability limited partnership (“Holdco”), and the stockholders and other persons party hereto.
SERVICES AGREEMENT between DREAMWORKS L.L.C. and DREAMWORKS ANIMATION SKG, INC. Dated as of October 7, 2004Services Agreement • March 28th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • Delaware
This Services Agreement, dated as of October 7, 2004, is by and between DreamWorks L.L.C., a Delaware limited liability company (“Studio”), and DreamWorks Animation SKG, Inc., a Delaware corporation (the “DWA”).
STOCKHOLDER AGREEMENT Among DREAMWORKS ANIMATION SKG, INC., DWA ESCROW LLLP, M&J K B LIMITED PARTNERSHIP, M&J K DREAM LIMITED PARTNERSHIP, THE JK ANNUITY TRUST, THE MK ANNUITY TRUST, KATZENBERG 1994 IRREVOCABLE TRUST, DG-DW, L.P., DW INVESTMENT II,...Stockholder Agreement • March 28th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • Delaware
STOCKHOLDER AGREEMENT, dated as of October 27, 2004, among DREAMWORKS ANIMATION SKG, INC., a Delaware corporation (the “Company”), DWA ESCROW LLLP, a Delaware limited liability limited partnership (“Holdco”), M&J K B LIMITED PARTNERSHIP, a Delaware limited partnership (“M&J K B”), M&J K DREAM LIMITED PARTNERSHIP, a Delaware limited partnership (“M&J K”), THE JK ANNUITY TRUST, a California grantor retained annuity trust (“JK GRAT”), THE MK ANNUITY TRUST, a California grantor retained annuity trust (“MK GRAT” and, together with JK GRAT, the “M&J K GRATs”), KATZENBERG 1994 IRREVOCABLE TRUST, a California irrevocable trust (the “1994 Irrevocable Trust”), DG-DW, L.P., a Delaware limited partnership (“DG-DW”), DW INVESTMENT II, INC., a Washington corporation (“DWI II”), JEFFREY KATZENBERG, DAVID GEFFEN and PAUL ALLEN.
STANDSTILL AGREEMENT Among DREAMWORKS ANIMATION SKG, INC., STEVEN SPIELBERG, DW LIPS, L.P., M&J K B LIMITED PARTNERSHIP, DG-DW, L.P. and DW INVESTMENT II, INC. Dated As Of October 27, 2004Standstill Agreement • March 28th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • Delaware
STANDSTILL AGREEMENT, dated as of October 27, 2004, among DREAMWORKS ANIMATION SKG, INC., a Delaware corporation (the “Company”), DW LIPS, L.P., a California limited liability partnership (“DW Lips”), M&J K B LIMITED PARTNERSHIP, a Delaware limited partnership (“M&J K B”) (solely for purposes of Section 4.06(b)), DG-DW, L.P., a Delaware limited partnership (“DG-DW”) (solely for purposes of Section 4.06(b)), DW INVESTMENT II, INC., a Washington corporation (“DWI II”) (solely for purposes of Section 4.06(b)), and STEVEN SPIELBERG.
LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT of DWA ESCROW LLLP dated as of October 27, 2004Formation Agreement • March 28th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • Delaware
LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT of DWA ESCROW LLLP (the “Partnership”) dated as of October 27, 2004, by and among M&J K B LIMITED PARTNERSHIP, a Delaware limited partnership (“M&J K B”), as general partner, DG-DW, L.P. a Delaware limited partnership (“DG-DW”), as general partner, and M&J K DREAM LIMITED PARTNERSHIP, a Delaware limited partnership (“M&J K”), DW LIPS, L.P., a California limited partnership (“DW Lips”), DW INVESTMENT II, INC., a Washington corporation (“DWI II”), and the other Partners (as defined below) party hereto, as limited partners.
STOCKHOLDER AGREEMENT Among DWA ESCROW LLLP, M&J K B LIMITED PARTNERSHIP, M&J K DREAM LIMITED PARTNERSHIP, THE JK ANNUITY TRUST, THE MK ANNUITY TRUST, KATZENBERG 1994 IRREVOCABLE TRUST, DG-DW, L.P., JEFFREY KATZENBERG and DAVID GEFFEN Dated As Of...Stockholder Agreement • March 28th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • Delaware
STOCKHOLDER AGREEMENT, dated as of October 27, 2004, among DWA ESCROW LLLP, a Delaware limited liability limited partnership (“Holdco”), M&J K B LIMITED PARTNERSHIP, a Delaware limited partnership (“M&J K B”), M&J K DREAM LIMITED PARTNERSHIP, a Delaware limited partnership (“M&J K”), THE JK ANNUITY TRUST, a California grantor retained annuity trust (“JK GRAT”), THE MK ANNUITY TRUST, a California grantor retained annuity trust (“MK GRAT” and, together with JK GRAT, the “M&J K GRATs”), KATZENBERG 1994 IRREVOCABLE TRUST, a California irrevocable trust (the “1994 Irrevocable Trust”), DG-DW, L.P., a Delaware limited partnership (“DG-DW”), JEFFREY KATZENBERG and DAVID GEFFEN.
SEPARATION AGREEMENT by and among DREAMWORKS L.L.C., DREAMWORKS ANIMATION L.L.C., and DREAMWORKS ANIMATION SKG, INC. Dated as of October 27, 2004Separation Agreement • March 28th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • Delaware
THIS SEPARATION AGREEMENT, dated as of October 27, 2004, is by and among DREAMWORKS L.L.C., a Delaware limited liability company (the “LLC”), DREAMWORKS ANIMATION L.L.C., a Delaware limited liability company (“DWA LLC”), and DREAMWORKS ANIMATION SKG, INC., a Delaware corporation (the “Corporation”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
SUBORDINATED LOAN AGREEMENT dated as of October 27, 2004 between DREAMWORKS ANIMATION SKG, INC. and HOME BOX OFFICE, INC.Subordinated Loan Agreement • March 28th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • New York
This SUBORDINATED LOAN AGREEMENT is dated as of October 27, 2004 and entered into by and between DREAMWORKS ANIMATION SKG, INC., a Delaware corporation (“DreamWorks Animation”), and HOME BOX OFFICE, INC., a Delaware corporation (“HBO”).
SHARE WITHHOLDING AGREEMENT (this “Agreement”), dated as of March 23, 2005, by and between DREAMWORKS L.L.C., a Delaware limited liability company (the “LLC”), and DREAMWORKS ANIMATION SKG, INC., a Delaware corporation (the “Corporation”). Capitalized...Share Withholding Agreement • March 28th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • Delaware
WHEREAS, pursuant to the Corporation’s 2004 Omnibus Incentive Compensation Plan and the Separation Agreement, dated as of October 27, 2004, by and among the Corporation, the LLC and DreamWorks Animation L.L.C., a Delaware limited liability company, equity and equity-based awards held by employees of the LLC Group, and payable in equity of the LLC, were automatically converted in DWA Options, DWA Restricted Stock or RSUs of the Corporation;
DW/UNIVERSAL STUDIOS, INC. MASTER AGREEMENT AMENDED AND RESTATED AS OF OCTOBER 31, 2003Master Agreement • March 28th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • California
This agreement was entered into as of June 14, 1995, was amended and restated as of June 20, 2001, and is amended and restated herein as of October 31, 2003 by and between DreamWorks L.L.C. (“DW”), a Delaware limited liability company, with its principal offices at 1000 Flower Street, Glendale, California 91201, Universal Studios, Inc. (“Universal”), a Delaware corporation, with its principal offices at 100 Universal City Plaza, Universal City, California 91608, and Vivendi Universal Entertainment LLLP, a Delaware limited liability limited partnership (“VUE”) as assignee of Universal, with its principal offices at 100 Universal City Plaza, Universal City, California 91608.
MCA, Inc. 488-7A Universal City, CA 91608DreamWorks Animation SKG, Inc. • March 28th, 2005 • Services-motion picture & video tape production
Below is a summary of the terms upon which we have agreed with respect to the use of characters and elements from DreamWorks (“DW”) motion pictures and television programs and other properties in MCA theme parks:
