DREAMWORKS ANIMATION SKG, INC. - S-1/A - 20041012 - EXHIBIT_INDEX
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*
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**
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