Preview | Credit Agreement |

Document Preview

Credit Agreement

Click "Add to Cart" button to purchase document.
Documents are emailed immediately after purchase.
You can also browse documents by title, category, or company... or click here for help finding documents.

Title:

Credit Agreement

Entities:

Banc of America Securities LLC; Dreamworks Animation SKG, Inc.; J.P. Morgan Securities Inc.; JPMorgan Chase Bank; Bank of New York; Cravath, Swaine & Moore LLP; Seyfarth Shaw; Simpson Thacher & Bartlett

Date:

2005

Size:

Preview shows 76KB of 225KB total

Price:

$71

ID:

#1307764

► Loans ► Credit Agreements
► Financial
► Financial ► Money Center Banks
► Services ► Legal

Start of Preview

$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,

SOCIT GNRALE,

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

TABLE OF CONTENTS


		Page
SECTION 1. DEFINITIONS		1
1.1	Defined Terms	1
1.2	Other Definitional Provisions	15

SECTION 2. LOANS		16
2.1	Revolving Credit Commitments	16
2.2	Procedure for Revolving Credit Borrowing	16
2.3	Swingline Commitment	17
2.4	Procedure for Swingline Borrowing	17
2.5	Refunding of Swingline Loans	17
2.6	Commitment Fee	18
2.7	Termination or Reduction of Commitments; Mandatory Prepayments	18
2.8	Repayment of Loans; Evidence of Debt	19
2.9	Optional Prepayments	20
2.10	Conversion and Continuation Options	20
2.11	Minimum Amounts and Maximum Number of Tranches	20
2.12	Interest Rates and Payment Dates	21
2.13	Computation of Interest and Fees	21
2.14	Inability to Determine Interest Rate	21
2.15	Pro Rata Treatment and Payments	22
2.16	Requirements of Law	22
2.17	Taxes	24
2.18	Indemnity	26
2.19	Change of Lending Office	26
2.20	Replacement of Lenders under Certain Circumstances	26

SECTION 3. L/CS		27
3.1	L/C Commitment	27
3.2	Procedure for Issuance of L/Cs	27
3.3	L/C Participations	27
3.4	Fees, Commissions and Other Charges	28
3.5	Reimbursement Obligation of DW Animation	28
3.6	Obligations Absolute	29
3.7	L/C Payments	29
3.8	Applications; Uniform Customs	29

SECTION 4. REPRESENTATIONS AND WARRANTIES		29
4.1	Financial Statements	29
4.2	No Material Adverse Change	30
4.3	Existence; Compliance with Law	30
4.4	Power; Authorization; Enforceable Obligations	30
4.5	No Legal Bar	30
4.6	No Material Litigation	30
4.7	No Default	31
4.8	Ownership of Property; Liens	31
4.9	Intellectual Property	31
4.10	Taxes	31


4.11	Accuracy of Information	31
4.12	Federal Regulations	32
4.13	ERISA	32
4.14	Investment Company Act; Other Regulations	32
4.15	Subsidiaries	32
4.16	Purpose of Loans	32
4.17	Security Documents	32

SECTION 5. CONDITIONS PRECEDENT
5.1	Conditions to Initial Extension of Credit	33
5.2	Conditions to Each Extension of Credit	34

SECTION 6. AFFIRMATIVE COVENANTS
6.1	Financial Statements	35
6.2	Certificates; Other Information	35
6.3	Payment of Obligations	36
6.4	Conduct of Business and Maintenance of Existence	36
6.5	Compliance with Contractual Obligations and Laws	36
6.6	Maintenance of Property; Insurance	37
6.7	Inspection of Property; Books and Records; Discussions	37
6.8	Notices	37
6.9	Additional Collateral, etc	38
6.10	Further Assurances	39

SECTION 7. NEGATIVE COVENANTS
7.1	Financial Condition Covenants	39
7.2	Limitation on Liens	39
7.3	Limitation on Fundamental Changes	41
7.4	Limitation on Distributions	41
7.5	Limitation on Transactions with Affiliates	42
7.6	Limitation on Negative Pledge Clauses	42
7.7	Limitation on Restrictions on Subsidiary Distributions	42
7.8	Limitation on Modification of Organizational Agreements	42
7.9	Optional Payments and Modifications of Certain Debt Instruments	42

SECTION 8. REMEDIAL PROVISIONS
8.1	Events of Default	43

SECTION 9. THE AGENTS
9.1	Appointment	46
9.2	Delegation of Duties	46
9.3	Exculpatory Provisions	46
9.4	Reliance by Administrative Agent	46
9.5	Notice of Default	47
9.6	Non-Reliance on Agents and Other Lenders	47
9.7	Indemnification	47
9.8	Agent in Its Individual Capacity	47
9.9	Successor Administrative Agent	48
9.10	The Documentation Agent and Syndication Agent	48


SECTION 10. MISCELLANEOUS		48
10.1	Amendments and Waivers	48
10.2	Notices	49
10.3	No Waiver; Cumulative Remedies	49
10.4	Survival of Representations and Warranties	49
10.5	Payment of Expenses and Taxes	50
10.6	Successors and Assigns; Participations and Assignments	50
10.7	Adjustments; Set-off	53
10.8	Counterparts	53
10.9	Severability	53
10.10	Integration	53
10.11	GOVERNING LAW	53
10.12	Submission To Jurisdiction; Waivers	54
10.13	Acknowledgements	54
10.14	Releases of Guarantees and Liens	54
10.15	Confidentiality	55
10.16	WAIVERS OF JURY TRIAL	55
10.17	HBO Subordinated Loan Agreement	55
10.18	Distribution Intercreditor Agreement	55
10.19	Effective Date	55

iii


SCHEDULES
Schedule 1.1		Commitments of Lenders
Schedule 3.1		Existing L/Cs
Schedule 4.1		Certain Asset Dispositions; Guarantee Obligations
Schedule 4.6		Litigation
Schedule 4.15		Subsidiaries
Schedule 4.17		UCC Filing Jurisdictions
Schedule 7.2(f)		Existing Liens
Schedule 7.5		Transactions with Affiliates

EXHIBITS
Exhibit A		Form of Guarantee and Collateral Agreement
Exhibit B		Form of Closing Certificate
Exhibit C-1		Form of Legal Opinion of Cravath, Swaine & Moore LLP
Exhibit C-2		Form of Legal Opinion of Katherine Kendrick, Esq.
Exhibit C-3		Form of Legal Opinion of Seyfarth Shaw
Exhibit C-4		Form of Legal Opinion of Richards, Layton & Finger
Exhibit D		Form of Assignment and Assumption
Exhibit E		Form of Revolving Credit Loan Promissory Note
Exhibit F		Form of Exemption Certificate
Exhibit G		Terms of Specified Subordinated Indebtedness

CREDIT AGREEMENT, dated as of October 27, 2004, among DREAMWORKS ANIMATION SKG, INC., a Delaware corporation (DW Animation), the several banks and other financial institutions from time to time parties to this Agreement (the Lenders), HSBC BANK USA, NATIONAL ASSOCIATION, as syndication agent (in such capacity, the Syndication Agent), SOCIT GNRALE, as documentation agent (in such capacity, the Documentation Agent), and JPMORGAN CHASE BANK, as administrative agent for the Lenders hereunder.

The parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

ABR: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus of 1%. For purposes hereof: Prime Rate shall mean the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank in connection with extensions of credit to debtors); Base CD Rate shall mean the sum of (a) the product of (i) the Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which is one and the denominator of which is one minus the CD Reserve Percentage and (b) the CD Assessment Rate; and Three-Month Secondary CD Rate shall mean, for any day, the secondary market rate for three-month certificates of deposit reported as being in effect on such day (or, if such day shall not be a Business Day, the next preceding Business Day) by the Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day), or, if such rate shall not be so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 A.M., New York City time, on such day (or, if such day shall not be a Business Day, on the next preceding Business Day) by JPMorgan Chase Bank from three New York City negotiable certificate of deposit dealers of recognized standing selected by it. Any change in the ABR due to a change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate, respectively.

ABR Loans: Loans the rate of interest applicable to which is based upon the ABR.

Administrative Agent: JPMorgan Chase Bank, as the agent for the Lenders under this Agreement and the other Loan Documents, and any successor agent appointed pursuant to Section 9.9. References in this Agreement or any other Loan Document to the Administrative Agent that are contained in exculpatory or indemnification provisions (including, without limitation, Sections 9.3, 9.6, 9.7 and 10.5) shall be deemed to include J.P. Morgan Securities Inc. in its capacity as arranger of the Commitments.

Affiliate: as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, control of a Person means the power, directly or indirectly, either to (a) vote 20% or more of the voting interests of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

End of Preview

Home Intelligence Services Subscriptions News About Us