Joinder Agreement



 Exhibit 10.6 
 JOINDER AGREEMENT 
 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 individually, a “Lender”), Bank of America, N.A., as L/C Issuer and Swing Line Lender, and the other agents named therein. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
 The New
Subsidiaries and the Agent, for the benefit of the Lenders, hereby agree as follows: 
 1. Each New Subsidiary hereby
acknowledges, agrees and confirms that, by its execution of this Agreement, such New Subsidiary will be deemed to be a “Loan Party” under the Credit Agreement and a “Subsidiary Guarantor” for all purposes of the Credit Agreement
and shall have all of the obligations of a Loan Party and a Subsidiary Guarantor thereunder as if it had executed the Credit Agreement. Each New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms,
provisions and conditions contained in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set forth in Article V of the Credit Agreement, (b) all of the covenants set forth
in Articles VI and VII of the Credit Agreement and (c) all of the guaranty obligations set forth in Article XI of the Credit Agreement. 
 2. If required, each New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral Documents (and such other documents and instruments) as requested by
the Agent in accordance with the Credit Agreement. 
 3. The address of each New Subsidiary for purposes of Section 10.02
of the Credit Agreement is as follows: 
 10500 Sea World Drive 

San Antonio, TX 78521 
 Attention: Park President 
 4. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. 







 5. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. 







 IN WITNESS WHEREOF, each New Subsidiary has caused this Agreement to be duly executed by its
authorized officer, and the Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written. 

 

							
	SEAWORLD OF TEXAS HOLDINGS, LLC
			
		 	By:	 	 /s/ Daniel Decker

		 		 	Name:	 	Daniel Decker
		 		 	Title:	 	Manager
			
		 	By:	 	 /s/ Marcus VanVleet

		 		 	Name:	 	Marcus VanVleet
		 		 	Title:	 	Manager
			
		 	By:	 	 /s/ Charles Wetesnick

		 		 	Name:	 	Charles Wetesnick
		 		 	Title:	 	Manager
	
	SEAWORLD OF TEXAS MANAGEMENT, LLC
			
		 	By:	 	 /s/ Daniel Decker

		 		 	Name:	 	Daniel Decker
		 		 	Title:	 	Manager
			
		 	By:	 	 /s/ Marcus VanVleet

		 		 	Name:	 	Marcus VanVleet
		 		 	Title:	 	Manager
			
		 	By:	 	 /s/ Charles Wetesnick

		 		 	Name:	 	Charles Wetesnick
		 		 	Title:	 	Manager



  
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	SEAWORLD OF TEXAS BEVERAGE, LLC
		
	        By:	 	 /s/ Daniel Decker

		 	Name:	 	Daniel Decker
		 	Title:	 	Manager
		
	        By:	 	 /s/ Marcus VanVleet

		 	Name:	 	Marcus VanVleet
		 	Title:	 	Manager
		
	        By:	 	 /s/ Charles Wetesnick

		 	Name:	 	Charles Wetesnick
		 	Title:	 	Manager



  
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	Acknowledged and accepted:
	
	BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent
		
	By:	 	 /s/ Liliana Claar

	Name:	 	Liliana Claar
	Title:	 	Vice President



  
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