13 1/2% SENIOR NOTES DUE 2016Indenture • December 27th, 2012 • SeaWorld Entertainment, Inc. • New York
INDENTURE, dated as of December 1, 2009, among SW ACQUISITIONS CO., INC., a Delaware corporation, as the Issuer (as defined herein), the Guarantors (as defined herein) listed on the signature pages hereto and WILMINGTON TRUST FSB, as Trustee.
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 • December 27th, 2012 • SeaWorld Entertainment, Inc. • 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.
SECURITY AGREEMENT dated as of December 1, 2009 among THE GRANTORS IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Collateral AgentSecurity Agreement • December 27th, 2012 • SeaWorld Entertainment, Inc. • New York
SECURITY AGREEMENT dated as of December 1, 2009, among the Grantors (as defined below) and Bank of America, N.A., as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”).
PLEDGE AGREEMENT dated as of December 1, 2009 Between SW HOLDCO, INC. and BANK OF AMERICA, N.A. as Collateral AgentPledge Agreement • December 27th, 2012 • SeaWorld Entertainment, Inc.
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”).
LEASE AMENDMENTLease Amendment • December 27th, 2012 • SeaWorld Entertainment, Inc.
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:
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • December 27th, 2012 • SeaWorld Entertainment, Inc.
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”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • December 27th, 2012 • SeaWorld Entertainment, Inc. • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of December 17, 2012, among SEAWORLD OF TEXAS MANAGEMENT, LLC, SEAWORLD OF TEXAS BEVERAGE, LLC, SEAWORLD OF TEXAS HOLDINGS, LLC (individually, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”) all of which are indirect subsidiaries of SEAWORLD PARKS AND ENTERTAINMENT, INC. (f/k/a SW Acquisitions Co., Inc.), a Delaware corporation (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (as successor by merger to Wilmington Trust FSB), as trustee (the “Trustee”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • December 27th, 2012 • SeaWorld Entertainment, Inc.
Copyright 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”).
JOINDER AGREEMENTJoinder Agreement • December 27th, 2012 • SeaWorld Entertainment, Inc. • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of December 17, 2012, is entered into between SeaWorld of Texas Holdings, LLC, a Texas limited liability company, SeaWorld of Texas Management, LLC, a Texas limited liability company, and SeaWorld of Texas Beverage, LLC, a Texas limited liability company (collectively, the “New Subsidiaries” and each a “New Subsidiary”) and Bank of America, N.A., in its capacity as Administrative Agent and Collateral Agent (the “Agent”) under that certain Credit Agreement, dated as of December 1, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SeaWorld Parks and Entertainment, Inc., a Delaware corporation (the “Borrower”), SW Holdco, Inc., the direct parent of the Borrower, the Guarantors from time to time party thereto, Bank of America, N.A., as Administrative Agent and Collateral Agent, each lender from time to time party thereto (collectively, the “Lenders” and individuall
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • December 27th, 2012 • SeaWorld Entertainment, Inc. • New York
This Second Supplemental Indenture, dated as of March 30, 2012 (this “Second Supplemental Indenture”), among SeaWorld Park & Entertainment, Inc. (f/k/a SW Acquisition Co., Inc.), a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee under the Indenture referred to below (the “Trustee”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • December 27th, 2012 • SeaWorld Entertainment, Inc.
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”).
SEA WORLD DOCUMENTS Lease Amendment Document No. 765767 March 6, 1979SeaWorld Entertainment, Inc. • December 27th, 2012
THIS LEASE AMENDMENT, executed in duplicate this 29th day of January of 1979 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”) and Sea World, Inc. a Delaware corporation, 1720 South Shores Road, San Diego, California 92109 (“LESSEE”): LESSEE presently leases from City certain property in Mission Bay Park, which is more particularly described in that Lease Amendment dated December 14, 1977 (the “Lease”) which is on file in the office of the City Clerk as Document No. 762304. LESSEE now desires to lease additional property in Mission Bay Park on the same terms and conditions of the Lease as are applicable to Parcel “A” of the Lease. The additional property is identified in Exhibit 1 as Parcel “A”, Property 2, encompasses approximately 24.1 acres and is more particularly described in Exhibit 1 and delineated in Exhibit 2 which exhibits are attached hereto and by this reference incorporated herein
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • December 27th, 2012 • SeaWorld Entertainment, Inc. • New York
This TRADEMARK LICENSE AGREEMENT (the “Agreement”) is entered into as of the 1st day of December 2009 (the “Effective Date”), by and between Anheuser-Busch, Incorporated, a Missouri corporation (“Licensor”), and Busch Entertainment LLC, a Delaware limited liability company (“Licensee”, and each of Licensor and Licensee, a “Party”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • December 27th, 2012 • SeaWorld Entertainment, Inc. • New York
This First Supplemental Indenture, dated as of August 30, 2011 (this “First Supplemental Indenture”), among SeaWorld Park & Entertainment, Inc. (f/k/a SW Acquisition Co., Inc.), a Delaware corporation (the “Company”), the Guarantors (as defined in the Base Indenture referred to herein) and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee under the Base Indenture referred to below (the “Trustee”).
ContractSecurity Agreement • December 27th, 2012 • SeaWorld Entertainment, Inc.
SUPPLEMENT NO. 1 dated as of December 17, 2012, to the Security Agreement (the “Security Agreement”), dated as of December 1, 2009, among the Grantors identified therein and Bank of America, N.A., as Collateral Agent.
PATENT SECURITY AGREEMENTPatent Security Agreement • December 27th, 2012 • SeaWorld Entertainment, Inc.
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”).
