AMENDMENT No. 4, dated as of April 5, 2013 (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 • April 8th, 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, as further amended by Amendment No. 3 on March 30, 2012 and as further amended by Amendment No. 4 on the Amendment No. 4 Effective Date), 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 RESTRICTED STOCK GRANT AND ACKNOWLEDGMENT (Replacement Award — for Class D Units and Employee Units)Restricted Stock Grant • April 8th, 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 (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”).
FORM OF FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • April 8th, 2013 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation • New York
This Fourth Supplemental Indenture, dated as of April [ ], 2013 (this “Fourth Supplemental Indenture”), among SeaWorld Parks & 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”).
FORM OF RESTRICTED STOCK AWARD AGREEMENT (2013 Award)Restricted Stock Award Agreement • April 8th, 2013 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation • New York
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”), and the participant identified on the Signature Page attached hereto (the “Participant”).
