AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 17th, 2014 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • Delaware
This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is entered into as of December 11, 2014, by and between DreamWorks Animation SKG, Inc., a Delaware corporation (“Parent”), and MK Capital II, L.P. (acting exclusively for and on behalf of all of the Escrow Participants, the “Stockholders’ Representative”). Parent and the Stockholders’ Representative are collectively referred to herein as the “Parties” and each individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement, as defined below.
ContractCredit Agreement • December 17th, 2014 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • New York
SECOND AMENDMENT, dated as of December 11, 2014 (this “Amendment”), to (a) the CREDIT AGREEMENT, dated as of August 10, 2012 (as amended or otherwise modified prior to the date hereof, the “Credit Agreement”), among DREAMWORKS ANIMATION SKG, INC., a Delaware corporation (“DW Animation”), the several lenders from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and the other parties thereto, and (b) the GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 10, 2012 (as amended or otherwise modified prior to the date hereof, the “Guarantee and Collateral Agreement”), among DW Animation, the subsidiaries of DW Animation from time to time party thereto and the Administrative Agent.
