DreamWorks Animation, LLC Watch

from 8-K 11 pages Whereas, Pursuant to the Credit Agreement, the Lenders Have Agreed to Make, and Have Made, Certain Loans and Other Extensions of Credit to Dw Animation; Whereas, Dw Animation Has Requested That the Required Lenders Approve Certain Amendments to the Loan Documents; Whereas, Pursuant to Such Request, the Required Lenders Have Consented to Amend the Credit Agreement on the Terms and Conditions Contained Herein; Now, Therefore, the Parties Hereto Hereby Agree as Follows: Section 1. Definitions

from 8-K 15 pages Whereas, Dw Animation Has Requested That the Required Lenders (A) Approve Certain Amendments to the Loan Documents and (B) Consent to the Release of (I) Each of the Atv Subsidiaries (As Defined Below) as a Loan Party, Subsidiary Guarantor and Grantor (As Defined in the Guarantee and Collateral Agreement) Under the Loan Documents (Including the Release of Any Liens Granted by Any Atv Subsidiary on Its Assets) and (II) Any Liens on the Atv Assets (As Defined Below) Granted by Awesomenesstv, Inc. Under the Loan Documents (Collectively, the “Release”); Whereas, Pursuant to Such Request, the Required Lenders Have Consented (A) to Amend the Credit Agreement and (B) to the Requested Release, in Each Case, on the Terms and Conditions Contained Herein; Now, Therefore, the Parties Hereto Hereby Agree as Follows: Section 1. Definitions

from 8-K 12 pages Section 1. Definitions. 1.1 Defined Terms. Terms Defined in the Credit Agreement and Used Herein Shall Have the Meanings Given to Them in the Credit Agreement Unless Otherwise Defined Herein or the Context Otherwise Requires

from 10-K 4 pages Whereas, Dw Animation Has Requested That the Lenders Enter Into This Amendment; and Whereas, Each of the Parties Hereto Is Willing to Enter Into This Amendment on the Terms and Subject to the Conditions Set Forth Herein; Now, Therefore, in Consideration of the Premises and for Other Good and Valuable Consideration the Receipt and Sufficiency of Which Is Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: I. Amendment to Credit Agreement. 1. Amendment to Section 7.4. Section 7.4 of the Credit Agreement Is Hereby Amended by (I) Adding the Parenthetical “(Collectively, “Restricted Payments”)” Immediately Before “, Provided” and (II) Adding the Following Clause (C) to the End Thereof

from 10-Q 6 pages This Stock Appreciation Rights Award Agreement (The “Award Agreement”) Sets Forth the Terms and Conditions of an Award (The “Award”) of Stock Appreciation Rights (“Sars”) That Are Granted to You Under the DreamWorks Animation Skg, Inc., 2004 Omnibus Incentive Compensation Plan (The “Plan”). the Number of Sars Subject to This Award Is [Number of Sars], at a Price Per Share of $[ ] (The “Exercise Price”). a Sar Constitutes an Unfunded and Unsecured Promise of the Company to Deliver (Or Cause to Be Delivered) to You, Subject to the Terms of This Award Agreement, Whole Shares of the Company’s Class a Common Stock, $0.01 Par Value (A “Share”), at the Time Such Sar Vests and Is Exercised, as Provided Herein, Equal in Value to the Excess, if Any, of the Fair Market Value Per Share Over the Exercise Price Per Share of the Sar. (Fractional Shares Will Not Be Delivered and the Number of Shares to Be Delivered Upon Any Exercise by You of Sars Subject to This Award Shall Be Rounded Down to the Nearest Whole Share.) Until Such Delivery, You Have Only the Rights of a General Unsecured Creditor and No Rights as a Shareholder of the Company. This Award Is Subject to All Terms and Conditions of the Plan and This Award Agreement, Including, Without Limitation, the Dispute Resolution Provisions Set Forth in Section 10. by Signing Your Name Below, You Will Have Confirmed Your Acceptance of the Terms and Conditions of This Award Agreement

from 10-Q 6 pages This Stock Appreciation Right Award Agreement (The “Award Agreement”) Sets Forth the Terms and Conditions of an Award (The “Award”) of Stock Appreciation Rights (“Sars”) That Are Granted to You Under the DreamWorks Animation Skg, Inc., 2004 Omnibus Incentive Compensation Plan (The “Plan”). the Number of Sars Subject to This Award Is «sars», at a Price Per Share of $«exercise_price» (The “Exercise Price”). a Sar Constitutes an Unfunded and Unsecured Promise of the Company to Deliver (Or Cause to Be Delivered) to You, Subject to the Terms of This Award Agreement, Whole Shares of the Company’s Class a Common Stock, $0.01 Par Value (A “Share”), at the Time Such Sar Vests and Is Exercised, as Provided Herein, Equal in Value to the Excess, if Any, of the Fair Market Value Per Share Over the Exercise Price Per Share of the Sar. (Fractional Shares Will Not Be Delivered and the Number of Shares to Be Delivered Upon Any Exercise by You of Sars Subject to This Award Shall Be Rounded Down to the Nearest Whole Share.) Until Such Delivery, You Have Only the Rights of a General Unsecured Creditor and No Rights as a Shareholder of the Company. This Award Is Subject to All Terms and Conditions of the Plan and This Award Agreement, Including, Without Limitation, the Dispute Resolution Provisions Set Forth in Section 10. by Signing Your Name Below, You Will Have Confirmed Your Acceptance of the Terms and Conditions of This Award Agreement

from 10-Q 5 pages This Stock Appreciation Rights Award Agreement (The “Award Agreement”) Sets Forth the Terms and Conditions of an Award (The “Award”) of Stock Appreciation Rights (“Sars”) That Are Granted to You Under the DreamWorks Animation Skg, Inc., 2004 Omnibus Incentive Compensation Plan (The “Plan”). the Number of Sars Subject to This Award Is «sars», at a Price Per Share of $«exercise_price» (The “Exercise Price”). a Sar Constitutes an Unfunded and Unsecured Promise of the Company to Deliver (Or Cause to Be Delivered) to You, Subject to the Terms of This Award Agreement, Whole Shares of the Company’s Class a Common Stock, $0.01 Par Value (A “Share”), at the Time Such Sar Vests and Is Exercised, as Provided Herein, Equal in Value to the Excess, if Any, of the Fair Market Value Per Share Over the Exercise Price Per Share of the Sar. (Fractional Shares Will Not Be Delivered and the Number of Shares to Be Delivered Upon Any Exercise by You of Sars Subject to This Award Shall Be Rounded Down to the Nearest Whole Share.) Until Such Delivery, You Have Only the Rights of a General Unsecured Creditor and No Rights as a Shareholder of the Company. This Award Is Subject to All Terms and Conditions of the Plan and This Award Agreement, Including, Without Limitation, the Dispute Resolution Provisions Set Forth in Section 8. by Signing Your Name Below, You Will Have Confirmed Your Acceptance of the Terms and Conditions of This Award Agreement. Section 1. the Plan. This Award Is Made Pursuant to the Plan, All the Terms of Which Are Hereby Incorporated in This Award Agreement. in the Event of Any Conflict Between the Terms of the Plan and the Terms of This Award Agreement, the Terms of This Award Agreement Shall Govern

from 10-K 34 pages Subordinated Loan Agreement Dated as of October 27, 2004 Between DreamWorks Animation Skg, Inc. and Home Box Office, Inc

from 10-K 62 pages $200,000,000 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 Chase Bank, as Administrative Agent J.P. Morgan Securities Inc. and Banc of America Securities, LLC, as Co-Lead Arrangers and Joint Bookrunners

from S-1/A >50 pages Ex-10.22 Credit Agreement

from S-1/A ~50 pages Subordinated Loan Agreement

from S-1/A >50 pages Credit Agreement