EX-10.3



 Exhibit 10.3 

SUPPLEMENT NO. 2 dated as of May 6, 2015, 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. 
 A. Reference is made to the
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”), SeaWorld Entertainment, Inc., the direct parent of the Borrower, and the other 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 individually, a “Lender”), Bank of America, N.A., as L/C Issuer and Swing Line Lender, and the other agents named therein. 

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and
the Security Agreement. 
 C. The Grantors have entered into the Security Agreement in order to induce the Lenders to make Loans and the L/C
Issuers to issue Letters of Credit. Section 6.13 of the Security Agreement provides that additional Restricted Subsidiaries of the Borrower may become Grantors under the Security Agreement by execution and delivery of an instrument in the form
of this Supplement. The undersigned (each a “New Grantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the Security Agreement in order to induce the Lenders to
make additional Loans and the L/C Issuers to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. 

Accordingly, the Collateral Agent and each New Grantor agree as follows: 

SECTION 1. In accordance with Section 6.13 of the Security Agreement, each New Grantor by its signature below becomes a Grantor under the
Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and
(b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, each New Grantor, as security for the payment and
performance in full of the Secured Obligations, does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New
Grantor’s right, title and interest in and to the Collateral (as defined in the Security Agreement) of the New Grantor. Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security
Agreement is hereby incorporated herein by reference. 
 SECTION 2. Each New Grantor represents and warrants to the Collateral Agent and the
other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be
limited by Debtor Relief Laws and by general principles of equity. 
 SECTION 3. This Supplement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have
received a counterpart of this Supplement that bears the signature of each New Grantor and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or other
electronic communication shall be as effective as delivery of a manually signed counterpart of this Supplement. 







 SECTION 4. Each New Grantor hereby represents and warrants that (a) set forth on Schedule I
attached hereto is a true and correct schedule of the information required by Schedules II and III to the Security Agreement applicable to it and its subsidiaries legal name, jurisdiction of formation and location of Chief Executive Office and
(b) set forth under its signature hereto is the true and correct legal name of each New Grantor, its jurisdiction of formation and the location of its chief executive office. 

SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect. 

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

SECTION 7. If any provision of this Supplement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of
the remaining provisions of this Supplement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 6.01 of the Security Agreement.

 SECTION 9. Each New Grantor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with the
execution and delivery of this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent. 

[Signature pages follow] 







 IN WITNESS WHEREOF, each New Grantor and the Collateral Agent have duly executed this Supplement
to the Security Agreement as of the day and year first above written. 
  

					
	 SWBG ORLANDO CORPORATE OPERATIONS GROUP, LLC

			
			By:		 /s/ James M. Heaney

			Name:		James M. Heaney
			Title:		Chief Financial Officer
		
			 Legal Name: SWBG Orlando Corporate

Operations Group, LLC
 Jurisdiction of Formation: Florida

Location of Chief Executive Office: 9205
 Southpark Center Loop,
Suite 400, Orlando, FL 32819

	
	 SEA HOLDINGS I, LLC

			
			By:		 /s/ James M. Heaney

			Name:		James M. Heaney
			Title:		Chief Financial Officer
		
			 Legal Name: Sea Holdings I, LLC

Jurisdiction of Formation: Florida
 Location of Chief Executive
Office: 9205
 Southpark Center Loop, Suite 400, Orlando, FL 32819



 [Signature Page to Supplement No. 2] 







 
			
	BANK OF AMERICA, N.A.,
as Collateral Agent
		
	By:		 /s/ David H. Strickert

	Name:		David H. Strickert
	Title:		Managing Director


 [Signature Page to Supplement No. 2] 







 Schedule I 

to the Supplement No 2 to the 

Security Agreement 
 EQUITY
INTERESTS 
  

											
	 Issuer
	  	Number of
Certificate	  	Registered
Owner	  	Number and
Class of
Equity Interest	  	Percentage
of Equity Interests	 
	SWBG Orlando Corporate Operations Group, LLC	  	N/A	  	SeaWorld Parks &
Entertainment, Inc.	  	N/A	  	 	100	% 
					
	Sea Holdings I, LLC	  	N/A	  	SeaWorld Parks &
Entertainment, Inc.	  	N/A	  	 	100	% 

 INSTRUMENTS AND DEBT SECURITIES 

None.