DREAMWORKS ANIMATION SKG, INC. - DWA Securities Registration Statement (S-1/A) Exhibit Index

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The following is an excerpt from a S-1/A SEC Filing, filed by DREAMWORKS ANIMATION SKG, INC. on 10/12/2004.

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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*


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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