0000905148-19-000562.txt : 20190506 0000905148-19-000562.hdr.sgml : 20190506 20190506171140 ACCESSION NUMBER: 0000905148-19-000562 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190506 DATE AS OF CHANGE: 20190506 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SeaWorld Entertainment, Inc. CENTRAL INDEX KEY: 0001564902 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 271220297 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87428 FILM NUMBER: 19800273 BUSINESS ADDRESS: STREET 1: 9205 SOUTH PARK CENTER LOOP STREET 2: SUITE 400 CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: (407) 226-5011 MAIL ADDRESS: STREET 1: 9205 SOUTH PARK CENTER LOOP STREET 2: SUITE 400 CITY: ORLANDO STATE: FL ZIP: 32819 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sun Wise (UK) Co., Ltd CENTRAL INDEX KEY: 0001704510 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 000-000-0000 MAIL ADDRESS: STREET 1: 5 NEW STREET SQUARE CITY: LONDON STATE: X0 ZIP: EC4A 3TW SC 13D/A 1 efc19-358_sc13da.htm
  
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
 
 
SeaWorld Entertainment, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
81282V100
(CUSIP Number)
 
Xiu Song Wang
China Huarong Tower
60 Gloucester Road
Wanchai, Hong Kong
852-31985568
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
May 3, 2019
(Date of Event which Requires Filing of this Statement)
 
 

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  ☐
  
Note Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
 
 
 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 81282V100
 SCHEDULE 13D
 Page 2 of 7 Pages

1
NAMES OF REPORTING PERSONS
 
 
Sun Wise (UK) Co., Ltd
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF, BK, OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United Kingdom
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


CUSIP No. 81282V100
 SCHEDULE 13D
 Page 3 of 7 Pages


EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed by the undersigned, pursuant to Rule 13d-2(a) under the Act, with respect to the Common Stock, par value $0.01 per share (the “Common Stock”) of SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”). This Amendment No. 1 amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) by Sun Wise (UK) Co., Ltd, a private limited company incorporated under the laws of England and Wales (“SWUK”), jointly with the other Reporting Persons named therein on May 8, 2017 (the “Schedule 13D”). Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D.

Item 2. Identity and Background

Item 2 of the Schedule 13D with respect to SWUK is amended and supplemented as follows:

(a) This Amendment No. 1 is being filed solely on behalf of SWUK.

(b) The business address of SWUK is 5 New Street Square, London, United Kingdom EC4A 3TW.

(c) SWUK is a holding company formed with the specific purpose of holding the Shares. Current information concerning the identity and background of the directors of SWUK is set forth on Schedule A hereto, which is incorporated by reference in response to Item 2 of this Amendment No. 1.

(d) During the last five years, none of SWUK or, to the best knowledge of SWUK, any of its directors, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of SWUK or, to the best knowledge of SWUK, any of its directors, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship for each director of SWUK is set forth on Schedule A hereto, which is incorporated by reference in response to Item 2 of this Schedule 13D.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended and supplemented as follows:

As described in the Schedule 13D, in connection with the initial purchase of the Shares, on May 8, 2017: (i) SWUK, Sun Wise Oriented (HK) Co., Limited (“SWHK”) and PA Eminent Opportunity VI Limited (“PA Opportunity VI ”) entered into the Facility Agreement; (ii) SWUK, SWHK, Wang Yonghong, and China Huarong International Holdings Limited (“Huarong”) entered into the Investment Agreement; and (iii) SWUK and Lord Central Opportunity V Limited, an affiliate of PA Opportunity VI (the “Security Agent”) entered into the Security Agreement.  The Facility Agreement, the Investment Agreement and the Security Agreement are incorporated in the Schedule 13D as Exhibit 99.7, Exhibit 99.9 and Exhibit 99.8, respectively. Pursuant to the Security Agreement, SWUK pledged, among other things, the entirety of its 19,452,063 shares of Common Stock (the “Shares”) as collateral to secure SWUK’s obligations under the Facility Agreement and the Investment Agreement.

On May 9, 2018, PA Opportunity VI delivered a default notice and took other formal steps to declare a default (the “Declaration of Default”) under the Security Agreement.  Following its delivery of the default notice, PA


CUSIP No. 81282V100
 SCHEDULE 13D
 Page 4 of 7 Pages


Opportunity VI continued to negotiate with SWUK and certain other obligors under the Facility Agreement for a potential cure to the default.  Such negotiations were discontinued on May 3, 2019.  As a result of these negotiations not continuing, and pursuant to the terms of the Letter Agreement (defined and described in Item 6 to this Amendment No. 1), SWUK determined that it no longer had the right to vote and/or dispose of the Shares, within the meaning of Rule 13d-3 under the Act (as applicable and subject to limitations in the Stockholders Agreement) as of such date.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and restated as follows:

(a) and (b) The information relating to the beneficial ownership of the Shares by SWUK is set forth in Rows 7 through 11 of the cover page hereto and is incorporated herein by reference.

Calculations of the percentage of the Common Stock beneficially owned assumes that there are a total of 84,126,506 outstanding shares of the Common Stock as of February 22, 2019, as reported in the Company’s annual report on Form 10-K, filed with the SEC on March 1, 2019. Based on this number of outstanding shares of the Common Stock, SWUK may be deemed to be the beneficial owner of 0.0% of the total number of outstanding Common Stock as listed on its reporting page.

(c) Except as disclosed in this Amendment No. 1, SWUK did not enter into any transactions in the Common Stock of the Company within the past 60 days.

(d) Not applicable.

(e) As of May 3, 2019, SWUK ceased to be the beneficial owner of more than five percent of the class of Common Stock of the Company.  

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is supplemented as follows:

In connection with the Declaration of Default, to effect the transfer of the Shares to the Security Agent (the “Transfer”), SWUK and the Company entered into a letter agreement dated May 3, 2019 (the “Letter Agreement”), pursuant to which, generally, SWUK agreed to the Transfer and agreed to release the Company from liabilities relating to the Transfer.  Pursuant to the terms of the Letter Agreement, SWUK further agreed to cause Mr. Yongli Wang, one of SWUK’s director designees serving on the Company’s Board of Directors (the “Board”), to promptly tender his resignation to the Board.  The description of the Letter Agreement contained in this Amendment No. 1 is not intended to be complete and is qualified in its entirety by reference to the form of such Letter Agreement, which is attached here as Exhibit 99.11 and is incorporated herein by reference.

Item 6 of the Schedule 13D with respect to the Stockholders Agreement and Registration Rights Agreement described therein is amended and supplemented as follows:

In connection with the Declaration of Default, upon the Transfer, the Stockholders Agreement, dated March 24, 2017, among the Company, SWUK and Zhonghong Zhuoye Group Co., Ltd. (solely for purposes of Section 4.3 thereof) was automatically terminated in accordance with its terms.  Pursuant to the Letter Agreement, one of SWUK’s two director designees, Mr. Yongli Wang, resigned from the Board on May 3, 2019. The Company asked SWUK’s other director designee, Mr. Yoshikazu Maruyama, to continue to serve in his current role as Chairman of the Board, although SWUK’s Board nomination rights under the Stockholders Agreement have terminated.  In addition, as a result of the Declaration of Default, upon the Transfer, SWUK no longer has any registrable securities under the Registration Rights Agreement, dated March 24, 2017, by and between the Company and SWUK.  Pursuant to the Letter Agreement, SWUK acknowledged and agreed to the assignment of the Registration Rights Agreement to the Security Agent (or any person identified to the Company by the Security Agent in writing).  Copies of the Stockholders Agreement and Registration Rights Agreement were previously filed with the Schedule 13D as Exhibits 99.3 and 99.4, respectively.



CUSIP No. 81282V100
 SCHEDULE 13D
 Page 5 of 7 Pages



Item 6 of the Schedule 13D with respect to the Facility Agreement, the Investment Agreement and the Security Agreement described therein is amended and supplemented as follows:

The information in Item 4 is incorporated herein by reference to the extent applicable.

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is amended and supplemented as follows:

Exhibit 99.11: Form of Letter Agreement by and between the Company and SWUK (filed herewith)



CUSIP No. 81282V100
 SCHEDULE 13D
 Page 6 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 6, 2019

SUN WISE (UK) CO., LTD
 
 
 
 
 
 
 
 
 
 
 
 
                           
By:
 /s/ Xiu Song Wang
 
 
 
 
 
 
 
 
 
 
 
 
 Name:
Xiu Song Wang
 
 
 
 
 
 
 
 
 
 
 
 
 
 Title:
 Director of Sun Wise (UK) Co., Ltd.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
PA Eminent Opportunity VI Limited,
Director of Sun Wise (UK) Co., Ltd.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                           
By:
 /s/ Derek Roy Crane
 
 
 
 
 
 
 
 
 
 
 
 
 Name:
Derek Roy Crane
 
 
 
 
 
 
 
 
 
 
 
 
 
 Title:
Director of PAX Secretaries Limited,
Sole Director of PA Eminent
Opportunity VI Limited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



CUSIP No. 81282V100
 SCHEDULE 13D
 Page 7 of 7 Pages


 
SCHEDULE A
 
Directors of SWUK
 
The name, principal occupation, business address, and citizenship of each of the directors of SWUK are set forth below.
 

Name
  
Principal Occupation
  
Principal Business Address
  
Citizenship
Xiu Song Wang
Director of Sun Wise (UK) Co., Ltd; Director of Investment Banking Dept. at China Huarong International Holdings Limited
  
China Huarong Tower, 60 Gloucester Road, Wanchai, Hong Kong
  
People’s Republic of China
  
             
PA Eminent Opportunity VI Limited
Director of Sun Wise (UK) Co., Ltd;
Special Purpose Vehicle
  
Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands
  
British Virgin Islands
  
 




 EX-99.11 2 efc19-358_ex9911.htm
Exhibit 99.11

SUN WISE (UK) CO., LTD
(incorporated under the laws of
England and Wales with company number 10662894
and registered office address at 5 New Street Square, London, EC4A 3TW)
c/o Zhonghong Zhuoye Group Co. Ltd.
No. 8 Building, Dongquguoji,
No.1 Ciyunsi, Chaoyang District
Beijing, People’s Republic of China

 
May ____, 2019
 

 
SeaWorld Entertainment, Inc.
9205 South Park Center Loop, Suite 400
Orlando, FL 32819
Attention:  General Counsel
Fax:  +1 (407) 226-5039

With a copy to:

Latham & Watkins LLP
330 N. Wabash Ave., Suite 2800
Chicago, IL 60611
Attention:  Cathy A. Birkeland and Bradley C. Faris
Fax:  +1 (312) 993-9767

 Re: Share Transfer

Dear Mr. Taylor:

 Reference is made to (i) that certain Stockholders Agreement, dated March 24, 2017 (the “SHA”), among SeaWorld Entertainment, Inc., a Delaware corporation (“SeaWorld”), Sun Wise (UK) Co., Ltd, a private limited company incorporated under the laws of England and Wales (“ZHG”), and Zhonghong Zhuoye Group Co. Ltd., a company incorporated under the laws of the People’s Republic of China (“ZHG Group”), (ii) that certain Registration Rights Agreement, dated March 24, 2017 (the “RRA”), between SeaWorld and ZHG, (iii) that certain Facility Agreement, dated May 8, 2017 (the “Facility Agreement”), among ZHG, Sun Wise Oriented (HK) Co., Limited (“ZHG Guarantor”) and PA Eminent Opportunity VI Limited (the “Senior Lender”), (iv) that certain Investment Agreement, dated May 8, 2017 (the “Investment Agreement”), among China Huarong International Holdings Limited (the “Junior Investor”), ZHG Guarantor, ZHG and Mr. Wang Yonghong, (v) that certain Security Agreement, dated May 8, 2017 (the “Security Agreement”), between ZHG, as pledgor, and Lord Central Opportunity V Limited, as security agent (the “Security Agent”), acting on behalf of the Senior Lender and the Junior Investor, and (vi) that certain Intercreditor Agreement, dated May 8, 2017 (the “Intercreditor Agreement”), among ZHG Guarantor, the Senior Lender, ZHG, the Security Agent and Junior Investor.  Unless otherwise specified, all capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the SHA.

 We understand that representatives of SeaWorld have been notified by representatives of the Security Agent, regarding the Security Agent’s intention to transfer the Pledged Shares (as defined below) from ZHG to the name of the Security Agent (or its nominee) on the books of SeaWorld in connection with the enforcement of the Security Agent’s rights with respect to the Pledged Shares under the Security Agreement (the “Transfer”). Under the Security Agreement, ZHG has pledged 19,452,063 shares of Common Stock of SeaWorld (the “Pledged Shares”), which constitute all of the shares of Common Stock of SeaWorld held by ZHG and its Affiliates, to the Security Agent, as collateral for ZHG’s and/or its Affiliates’ obligations to the Senior Lender and the Junior Investor under the Facility Agreement and the Investment Agreement, respectively.  As we have discussed, the Senior Lender and the Junior Investor had notified ZHG that ZHG is in continuing default of its obligations to the Senior Lender and the Junior Investor under the Facility Agreement and the Investment Agreement, respectively. Pursuant to section 4.1 of the SHA, the Transfer is a Permitted Transfer provided that the Security Agent agrees to comply with the restrictions in section 4.1 of the SHA with respect to the Transfer.  Accordingly, as provided for in section 13 of the Security Agreement, the Security Agent, acting in its capacity as the true and lawful attorney-in-fact of ZHG, has requested SeaWorld to effect the Transfer in accordance with the SHA.

By executing this letter agreement (this “Agreement”), ZHG hereby represents, warrants, acknowledges and agrees that:


 1.
As of the date of this Agreement, (i) the Transfer and all matters arising out of or related to the Transfer have been validly undertaken by the Security Agent in accordance with the Security Agreement, the Intercreditor Agreement and other applicable Finance Documents (as defined in the Facility Agreement), (ii) ZHG has not objected, and does not intend to object, to the Transfer, and (iii) to the knowledge of ZHG, no other Person has objected to, and ZHG is not aware of any Person that would be reasonably expected to have valid basis to object to, the Transfer.


2.
Upon completion of the Transfer, the Security Agent will be the sole Beneficial Owner of the Pledged Shares, and ZHG will have no claim, cause of action or other rights of any kind whatsoever with respect to the Pledged Shares except for any such claim, cause of action or other rights it may have with respect to the proceeds from the sale of the Pledged Shares under the Finance Documents.


3.
ZHG expressly instructs SeaWorld to register the Transfer of the Pledged Shares to the Security Agent or any Person identified to SeaWorld by the Security Agent in writing (a “Transferee”) and to reflect the Security Agent or such Transferee(s) as the sole record owner and Beneficial Owner of the Pledged Shares on SeaWorld’s books and records, subject only to the condition precedent set forth in Section 4.1(b)(vi)(B) of the SHA with respect to the Security Agent or such Transferee(s).



4.
Upon completion of the Transfer, the aggregate Total Share Ownership of the ZHG Entities will be zero and, accordingly, the SHA shall automatically terminate in accordance with Section 6.1(a) of the SHA.  In addition, pursuant to Section 4.1(b)(vi) of the SHA and Section 11.2 of the RRA, ZHG acknowledges and agrees that the RRA shall be assigned in its entirety to the Security Agent or the Transferee(s) and ZHG has not objected and shall not object to such assignment.


5.
In accordance with Section 2.6 of the SHA, ZHG shall, to the fullest extent permitted by applicable Law, cause Mr. Yongli Wang, as a ZHG Designee, to promptly tender his resignation to the Board and any applicable committees of the Board by delivering a resignation letter to the Board in the form attached hereto as Exhibit A.


6.
In accordance with Section 4.1(e) of the SHA, ZHG shall reimburse any reasonable costs and expenses incurred by SeaWorld in connection with the foregoing Transfer of the Pledged Shares.

As a material inducement to SeaWorld’s willingness to enter into and perform this Agreement, ZHG, on its behalf and on behalf of its directors, managers, employees, officers, representatives, agents (to the extent such representatives or agents are acting be behalf of ZHG) (each, a “Releasor”), does hereby irrevocably and unconditionally agree and covenant not to sue or prosecute against SeaWorld and its representatives, Affiliates, equityholders, directors, members, managers, employees, agents, officers, successors and assigns (each, a “Releasee”) and hereby forever waives, releases and discharges, to the fullest extent permitted by applicable Law each Releasee from any and all proceedings, liabilities, losses, damages, costs, or expenses whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against any or all of the Releasees, solely to the extent based on facts, whether or not now known, existing on or before the date hereof and relating to the Transfer; provided, however, neither ZHG nor any other Releasor shall be bound by the agreement, covenant, waiver, release or discharge set forth in this paragraph with respect to any Releasee if such  Releasee’s conduct relating to the Transfer constitutes fraud, willful misconduct or gross negligence.  ZHG hereby agrees that it shall not initiate or file any lawsuit of any kind whatsoever, or any complaint or charge against any Releasee, with respect to the matters released and discharged in accordance with the immediately preceding sentence.
 
Without limiting ZHG’s obligations hereunder, the cost and expense reimbursement obligations under the foregoing clause (6) shall be recoverable and/or offset from the proceeds, if any, received by ZHG following any sale or other disposal of the Pledged Shares following the Transfer contemplated hereby.

This Agreement shall serve as notice to SeaWorld of the matters set forth herein in accordance with Section 4.1(e) of the SHA.

This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of Laws thereof.  In any judicial proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement.  In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2 of the SHA.  EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

This Agreement and any amendment hereto may be signed in any number of separate counterparts (in person, by electronic mail or otherwise), each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable).  This Agreement may be amended, supplemented or otherwise modified, and the observance of any term hereof may be waived, only by a written instrument executed by SeaWorld and ZHG.  Neither the failure nor delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.  No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.  Any amendment, supplement or modification to this Agreement and any waiver of any term hereof effected in accordance with this paragraph shall be binding on each party hereto and all of such party’s successors and permitted assigns, whether or not such party, successor or permitted assign entered into or approved such amendment, supplement or modification.  This Agreement may not be assigned by a party without the express prior written consent of the other party hereto, and any attempted assignment, without such consent, will be null and void.

If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (a) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by Law, (b) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by Law and (c) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.  Each party hereto shall sign such further documents and do and perform and cause to be done such further acts and things as any other party hereto may reasonably request to the extent necessary to carry out the intent and accomplish the purposes of this Agreement.

Each of PA Eminent Opportunity VI Limited and Wang, Xiu Song has entered into and signed this Agreement solely in its/his capacities as a director of ZHG and neither of them nor any of their respective affiliates (other than ZHG) or any of their or their affiliates’ (other than ZHG) respective partners, directors, employees, representatives or agents make or give any representation, warranty or guarantee in relation to the matters set out in this Agreement nor shall it or they incur any liability whatsoever in respect of any of the obligations undertaken by the ZHG or in respect of any failure by ZHG to observe, perform or comply with such obligations or under or in relation to any associated arrangements or negotiations or under any document or assurance made pursuant to or in connection with this Agreement.

[Signature page follows.]





  Very truly yours,  
     
  SUN WISE (UK) CO., LTD  
       

By:
/s/   
    Name  
    Title  
       


By:
/s/   
    Name  
    Title  
       





[Signature Page to Letter Agreement]

ACKNOWLEDGED AND AGREED TO
as of the date first written above:


SEAWORLD ENTERTAINMENT, INC.  
     
By:
/s/   
  Name  
  Title  
     


[Signature Page to Letter Agreement]
Exhibit A

Form of Resignation Letter

[ ˜ ], 2019


SeaWorld Entertainment, Inc.
9205 South Park Center Loop, Suite 400
Orlando, FL 32819
Attention: Corporate Secretary

Re:  Resignation from Board of Directors

Fellow Directors:

Effective as of the date hereof, I hereby resign as a member of the Board of Directors of SeaWorld Entertainment, Inc. and any committee thereof.

Acceptance of this resignation shall not be necessary for this resignation to take effect.


[Signature Page Follows]



  Sincerely,  
       

By:
/s/