13D Filing: Hill Path Capital LP and Seaworld Entertainment Inc. (SEAS)

(c)

Hill Path Investment Holdings has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Hill Path E and Hill Path E2 since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

I.

Hill Path

(a)

Hill Path, as the investment manager of each of Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E and Hill Path E2, may be deemed the beneficial owner of the (i) 5,024,464 Shares owned by Hill Path Capital, (ii) 154,336 Shares owned by Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path H, (iv) 5,038,139 Shares owned by Hill Path E and (v) 400,686 Shares owned by Hill Path E2.

Percentage: Approximately 13.2%

(b)

1. Sole power to vote or direct vote: 11,951,787 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 11,951,787 4. Shared power to dispose or direct the disposition: 0

(c)

Hill Path has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Hill Path E and Hill Path E2 since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

J.

Hill Path Holdings

(a)

Hill Path Holdings, as the general partner of Hill Path, may be deemed the beneficial owner of the (i) 5,024,464 Shares owned by Hill Path Capital, (ii) 154,336 Shares owned by Hill Path Co-Investment (iii) 1,334,162 Shares owned by Hill Path H, (iv) 5,038,139 Shares owned by Hill Path E and (v) 400,686 Shares owned by Hill Path E2.

Percentage: Approximately 13.2%

(b)

1. Sole power to vote or direct vote: 11,951,787 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 11,951,787 4. Shared power to dispose or direct the disposition: 0

(c)

Hill Path Holdings has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Hill Path E and Hill Path E2 since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

K.

Mr. Ross

(a)

Mr. Ross, as the managing partner of each of Hill Path Investment Holdings, Hill Path and Hill Path Holdings, may be deemed the beneficial owner of the (i) 5,024,464 Shares owned by Hill Path Capital, (ii) 154,336 Shares owned by Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path H, (iv) 5,038,139 Shares owned by Hill Path E and (v) 400,686 Shares owned by Hill Path E2.

Percentage: Approximately 13.2%