SeaWorld Entertainment, Inc. Common Stock, par value $0.01 per share Form of Underwriting AgreementSeaWorld Entertainment, Inc. • March 25th, 2013 • Services-miscellaneous amusement & recreation • New York
SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ l ] shares of common stock, par value $0.01 per share (the “Stock”), of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ l ] shares of Stock and, at the election of the Underwriters, up to [ l ] additional shares of Stock of the Company. The aggregate of [ l ] shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [ l ] additional shares of Stock to be sold by the Selling Stockholders is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 h
Contract2009 Advisory Agreement • March 25th, 2013 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation • Delaware
This AMENDED AND RESTATED 2009 ADVISORY AGREEMENT (this “Agreement”) is dated as of March 22, 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.
ContractSeaWorld Entertainment, Inc. • March 25th, 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 (“[*]”).
FORM OF STOCKHOLDERS AGREEMENT DATED AS OF [ ], 2013 AMONG SEAWORLD ENTERTAINMENT, INC. AND THE OTHER PARTIES HERETOForm of Stockholders Agreement • March 25th, 2013 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation • Delaware
This Stockholders Agreement is entered into as of , 2013 by and among SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).
FORM OF RESTRICTED STOCK GRANT AND ACKNOWLEDGMENT (Replacement Award — for Class D Units and Employee Units)Restricted Stock Grant And • March 25th, 2013 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation • New York
THIS RESTRICTED STOCK GRANT AND ACKNOWLEDGEMENT (the “Grant”), is made effective as of the date set forth on the Signature Page attached hereto (the “Date of Grant”), between SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”), SW Cayman L.P., SW Cayman A L.P., SW Cayman B L.P., SW Cayman C L.P., SW Cayman E L.P., SW Cayman F L.P., SW Cayman Co-Invest L.P., SW Cayman (GS) L.P. and SW Cayman (GSO) L.P., each a limited partnership organized under the laws of the Cayman Islands, and SW Delaware D L.P., a Delaware limited partnership (each of the foregoing, an “SW Partnership”, and collectively, the “SW Partnerships”) and the participant identified on the Signature Page attached hereto (the “Participant”).
