AMENDMENT No. 3, dated as of March 30, 2012 (this “Amendment”), to the Credit Agreement, dated as of December 1, 2009, among SEAWORLD PARKS & ENTERTAINMENT, INC. (f/k/a SW ACQUISITIONS CO., INC.), a Delaware corporation (the “Borrower”), the several...Credit Agreement • February 12th, 2013 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of December 1, 2009 (as amended by Amendment No. 1 on February 17, 2011, as further amended by Amendment No. 2 on April 15, 2011 and as further amended by Amendment No. 23 on April 15, 2011March 30, 2012), among SEAWORLD PARKS & ENTERTAINMENT, INC. (f/k/a SW ACQUISITIONS CO., INC.), a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender, DEUTSCHE BANK SECURITIES INC. and BARCLAYS BANK PLC, as Co-Syndication Agents, and MIZUHO CORPORATE BANK, LTD., as Documentation Agent.
FORM OF AMENDED AND RESTATED 2009 ADVISORY AGREEMENT2009 Advisory Agreement • February 12th, 2013 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation • Delaware
This AMENDED AND RESTATED 2009 ADVISORY AGREEMENT (this “Agreement”) is dated as of , 2013, and is between SeaWorld Parks & Entertainment, Inc. (formerly known as SW Acquisitions Co., Inc.), a Delaware corporation (“SWPE), SeaWorld Parks & Entertainment LLC, a Delaware limited liability company, Sea World LLC, a Delaware limited liability company (collectively with SWPE, SeaWorld Parks & Entertainment LLC and their respective successors, the “Companies”) Blackstone Real Estate Advisors VI L.P., a Delaware limited partnership (“BREP”) and Blackstone Management Partners V L.L.C., a Delaware limited liability company (“BMP” and together with BREP, “Blackstone”). This Agreement amends and restates in its entirety the Transaction and Advisory Fee Agreement dated as December 1, 2009 between the parties hereto.
LEASE AMENDMENTLease Amendment • February 12th, 2013 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation
This Lease Amendment (“Amendment”), executed in duplicate as of July 9, 2002, at San Diego, California, by and between THE CITY OF SAN DIEGO, a municipal corporation in the County of San Diego, State of California (“CITY”), as lessor, and SEA WORLD, INC., a Delaware corporation, 500 Sea World Drive, San Diego, California 92109 (“LESSEE”); as lessee, is made with reference to the following facts:
ContractSeaWorld Entertainment, Inc. • February 12th, 2013 • Services-miscellaneous amusement & recreation • New York
Note: Material has been omitted from this Amended and Restated Agreement pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission. Material omitted has been replaced with a bracketed asterisk (“[*]”).
PLEDGE AGREEMENT dated as of December 1, 2009 Between SW HOLDCO, INC. and BANK OF AMERICA, N.A. as Collateral AgentPledge Agreement • February 12th, 2013 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation
PLEDGE AGREEMENT dated as of December 1, 2009, among SW Holdco, Inc., a Delaware corporation (“Holdings”) and Bank of America, N.A., as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”).
COPYRIGHT SECURITY AGREEMENTSecurity Agreement • February 12th, 2013 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation
Copyright Security Agreement, dated as of December 1, 2009, by BUSCH ENTERTAINMENT LLC (the “Grantor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the “Collateral Agent”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • February 12th, 2013 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation
Trademark Security Agreement, dated as of December 1, 2009, by SEA WORLD LLC (the “Grantor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the “Collateral Agent”).
sesameworkshopTM One Lincoln Plaza New York NY 10023 tel 212 595 3456 www.sesameworkshop.orgSeaWorld Entertainment, Inc. • February 12th, 2013 • Services-miscellaneous amusement & recreation
PATENT SECURITY AGREEMENTPatent Security Agreement • February 12th, 2013 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation
Patent Security Agreement, dated as of December 1, 2009, by BUSCH ENTERTAINMENT LLC (the “Grantor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the “Collateral Agent”).
Busch Entertainment CorporationSeaWorld Entertainment, Inc. • February 12th, 2013 • Services-miscellaneous amusement & recreation
Anheuser-Busch Companies, Inc. (“A-8 Inc.”) and an affiliate of Blackstone Capital Partners V L.P. (“Purchaser”) have entered into an equity purchase agreement (the “Purchase Agreement”) whereby (i) A-B Inc. has agreed to convert Busch Entertainment Corporation (the “Company”) into a limited liability company (the “Conversion”) and, thereafter, (ii) A-B Inc. has agreed to sell and Purchaser has agreed to buy, in accordance with the terms of the Purchase Agreement, the entire outstanding membership interest of the Company (the “Sale”). The Conversion and the Sale are collectively referred to herein as the “Transaction”.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • February 12th, 2013 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation
Trademark Security Agreement, dated as of December 1, 2009, by BUSCH ENTERTAINMENT LLC (the “Grantor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the “Collateral Agent”).
SECOND AMENDED AND RESTATED EQUITYHOLDERS AGREEMENT Dated as of April 11, 2011Equityholders Agreement • February 12th, 2013 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation • Delaware
This SECOND AMENDED AND RESTATED EQUITYHOLDERS AGREEMENT is dated as of April 11, 2011 (this “Agreement”) and is being entered into by and among SW Cayman L.P., (the “Main Partnership”), SW Cayman A L.P., SW Cayman B L.P., SW Cayman C L.P., SW Cayman D L.P., SW Cayman E L.P., SW Cayman F L.P., SW Cayman Co-Invest L.P., SW Cayman (GS) L.P. (the “GS Partnership”) and SW Cayman (GSO) L.P. (the “GSO Partnership” and together with the GS Partnership, the “Mezz Partnerships”), each a limited partnership organized under the laws of the Cayman Islands (each of the foregoing other than the Main Partnership, an “Other Partnership”, and collectively, with the Main Partnership the “Partnerships”), SW Cayman Limited (formerly known as Orca Cayman Limited), a Cayman Islands limited company and the general partner of each of the Partnership (the “General Partner”), the Limited Partners of the Partnerships listed on the signature pages hereto and each Additional Limited Partner (as defined below), Ter
REGISTRATION RIGHTS AGREEMENT OF SW HOLDCO, INC. DATED AS OF DECEMBER 1, 2009 CONFIDENTIALRegistration Rights Agreement • February 12th, 2013 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation • Delaware
This REGISTRATION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”) is dated as of December 1, 2009, and is between SW Holdco, Inc., formerly known as Orca Holding Co., Inc. (the “Company”), SW Cayman L.P., formerly known as Orca Cayman L.P. (the “Lead Investor”), the other entities which, together with the Lead Investor, on the Closing Date of the Acquisition (as described below), are becoming Initial Equityholders (as described below), the holders of the Class B Warrants (as described below), which holders, upon exercise of the Class. B Warrants, may become Class B Equityholders (as described below), and the Class C Equityholders (as described below), and any other Person that becomes an Equityholder (as described below) in accordance with this Agreement.
