Exhibit Index
Exhibit
Number Description
1 .1 Underwriting Agreement***
2 .1 Separation Agreement, dated October , 2004 among DreamWorks
Animation L.L.C., DreamWorks Animation SKG, Inc. and
DreamWorks L.L.C.*
3 .1 Restated Certificate of Incorporation of DreamWorks Animation
SKG, Inc.*
3 .2 By-laws of DreamWorks Animation SKG, Inc.*
4 .1 Specimen Class A Common stock certificate***
4 .2 Restated Certificate of Incorporation of DreamWorks Animation
SKG, Inc. (filed as Exhibit 3.1 hereto)
4 .3 Registration Rights Agreement, dated as of October , 2004,
among DreamWorks Animation SKG, Inc., [Holdco] LLLP, M&J K
Dream Limited Partnership, M&J K B Limited Partnership, DG-DW,
L.P., DW Lips, L.P., DW Investment II, Inc. and the other
stockholders thereto*
5 .1 Opinion of Cravath, Swaine & Moore LLP, counsel for DreamWorks
Animation SKG, Inc.***
5 .2 Tax Opinion of Cravath, Swaine & Moore LLP, counsel for
DreamWorks Animation SKG, Inc.*
10 .1 DreamWorks Animation SKG, Inc. 2004 Omnibus Incentive
Compensation Plan*
10 .2 Formation Agreement dated October , 2004 among DreamWorks
Animation SKG, Inc., DreamWorks L.L.C., [Holdco] LLLP and the
stockholders and other parties named therein*
10 .3 Stockholder Agreement, dated as of October , 2004 among
Holdco 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*
10 .4 Stockholder Agreement, dated as of October , 2004, among
DreamWorks Animation SKG, Inc, Holdco 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, Inc., Jeffrey
Katzenberg, David Geffen and Paul Allen*
10 .5 Distribution Agreement, dated as of October 7, 2004 between
DreamWorks Animation SKG, Inc. and DreamWorks L.L.C.*
10 .6 Services Agreement, dated October 7, 2004 between DreamWorks
Animation SKG, Inc. and DreamWorks L.L.C.*
10 .7 Trademark License and Assignment Agreement, dated October ,
2004 between DreamWorks Animation SKG, Inc. and DreamWorks
L.L.C.**
10 .8 Tax Receivable Agreement, dated October , 2004 between
DreamWorks Animation SKG, Inc. and DW Investment II, Inc.*
10 .10 Agreement Between DreamWorks L.L.C., DreamWorks Animation SKG,
Inc. and Vivendi Universal Entertainment LLLP, dated as of
October , 2004*
10 .11 Amended and Restated Master Agreement, dated October 31, 2003,
between DreamWorks L.L.C. and Vivendi Universal Entertainment
LLLP (the "DW/Universal Master Agreement")*
10 .12 Exhibit A to the DW/Universal Master Agreement - Foreign
Theatrical Distribution Agreement between DreamWorks L.L.C.
and Universal City Studios, Inc.*
10 .13 Exhibit B to the DW/ Universal Master Agreement - Home Vide
Fulfillment Services Agreement between DreamWorks L.L.C. and
Universal City Studios, Inc.*
10 .14 Amendment 2 to Exhibit B to the DW/Universal Master Agreement,
dated as of January 15, 2002.*
10 .15 Exhibit D to the DW/ Universal Master Agreement - Theme Park
Agreement between DreamWorks L.L.C. and Universal City
Studios, Inc.*
10 .16 Employment Agreement, dated as of October 8, 2004 between
DreamWorks Animation SKG, Inc. and Jeffrey Katzenberg*
Table of Contents
Exhibit
Number Description
10 .17 Employment Agreement, dated as of October 8, 2004 between
DreamWorks Animation SKG, Inc. and Roger Enrico*
10 .18 Employment Agreement, dated as of October 8, 2004 between
DreamWorks Animation SKG, Inc. and Ann Daly*
10 .19 Employment Agreement, dated as of October 8, 2004 between
DreamWorks Animation SKG, Inc. and Kathrine Kendrick*
10 .20 Employment Agreement, dated as of October 8, 2004 between
DreamWorks Animation SKG, Inc. and Kristina M. Leslie*
10 .21 Consulting Agreement dated as of October 8, 2004 between
DreamWorks Animation SKG, Inc. and David Geffen*
10 .22 Consulting Agreement dated as of October , 2004 between
DreamWorks Animation SKG, Inc. and Steven Spielberg*
10 .23 Credit Agreement, dated October , 2004 among DreamWorks
Animation SKG, Inc. and the lenders party thereto*
10 .24 Limited Liability Limited Partnership Agreement of [Holdco]
LLLP, dated as of October , 2004***
10 .25 Standstill Agreement, dated October , 2004 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.*
10 .26 Agreement and Plan of Merger, dated as of October 7, 2004,
between Pacific Data Images, Inc., DreamWorks Animation SKG,
Inc. and DWA Acquisition Corp.*
10 .27 Subordinated Loan Agreement between DreamWorks Animation SKG,
Inc. and Home Box Office, Inc.*
11 .1 Statement Re Computation of Earnings Per Share***
15 .0 Acknowledgement of Ernst & Young LLP*
21 .1 List of subsidiaries of DreamWorks Animation SKG, Inc.***
23 .1 Consent of Ernst & Young LLP*
23 .2 Consent of Cravath, Swaine & Moore LLP (contained in
Exhibit 5)
23 .3 Consent of AGM Partners LLC*
24 .1 Powers of Attorney**
99 .1 Consent of Paul Allen to be named as director nominee**
99 .2 Consent of Lewis W. Coleman to be named as director nominee**
99 .3 Consent of Roger A. Enrico to be named as director nominee**
99 .4 Consent of David Geffen to be named as director nominee**
99 .5 Consent of Mellody Hobson to be named as a director nominee*
99 .6 Consent of Jeffrey Katzenberg to be named as director
nominee**
99 .7 Consent of Nathan Myhrvold to be named as director nominee**
99 .9 Consent of Howard Schultz to be named as director nominee**
* filed herewith
** previously filed
*** to be filed by amendment
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