6. LONG-TERM DEBT

Long-term debt as of March 31, 2013 and December 31, 2012 consisted of the following:


	March 31, 2013			December 31, 2012
Term Loan A	$	150,125		$	152,000
Term Loan B		1,290,421			1,293,774
Revolving credit agreement		30,000			—
Senior Notes		400,000			400,000

Total long-term debt		1,870,546			1,845,774
Less discounts		(20,596	)		(21,800	)
Less current maturities		(51,330	)		(21,330	)

Total long-term debt, net of current maturities	$	1,798,620		$	1,802,644

Effective on March 30, 2012, SEA entered into Amendment No. 3 to the senior secured credit facilities (the “Senior Secured Credit Facilities”) to increase the amount of Term B Loans (“Additional Term B Loans”) by $500,000 for the purposes of financing a dividend payment to the stockholders in the same amount. The Additional Term B Loans were issued at a discount which is being amortized to interest expense using the weighted average interest method. Borrowings under the Additional Term B Loans bear interest, at SEA’s option, at a rate equal to a margin over either (a) a base rate determined by reference to the higher of (1) the Bank of America’s prime lending rate and (2) the federal funds effective rate plus 1/2 of 1% or (b) a LIBOR rate determined by reference to the British Bankers Association (“BBA”) LIBOR rate for the interest period relevant to such borrowing. The margin for the Additional Term B Loans is 2.00%, in the case of base rate loans, and 3.00%, in the case of LIBOR rate loans, subject to a base rate floor of 2.00% and a LIBOR floor of 1.00%. SEA selected the LIBOR rate at March 31, 2013, related to the Additional Term B Loans (interest rate of 4.00%).

The Additional Term B Loans mature on the earlier of (i) August 17, 2017 and (ii) the 91^st day prior to the maturity of the Senior Notes with an aggregate principal amount greater than $50,000 outstanding as of such date.

In conjunction with the issuance of the Additional Term B Loans and the Second Supplemental Indenture (as defined below), SEA deferred $13,527 in financing costs.

In conjunction with the execution of Amendment No. 3 to the Senior Secured Credit Facilities, SEA also entered into the Second Supplemental Indenture (the “Second Supplemental Indenture”) dated March 30, 2012 relating to the Senior Notes. Among other matters, the Second Supplemental Indenture granted waivers to allow SEA to issue the additional $500,000 of Term B Loans to fund the dividend payment discussed above and decreased the interest rate on the Senior Notes from 13.5% per annum to 11% per annum. SEA can redeem the Senior Notes at any time and the Senior Notes are unsecured. Interest is paid semi-annually in arrears. Until December 1, 2014, and in the case of an Equity Offering (as defined in the indenture), SEA may redeem up to 35% of the Senior Notes at a price of 111% of the aggregate principal balance plus accrued interest using the net cash proceeds from an Equity Offering. Prior to December 1, 2014, the Company may redeem some or all of the Senior Notes at a price equal to 100% of the principal amount of the Senior Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date, subject to the right of the holders of record on the relevant record date to receive interest due on the relevant interest payment date. The “Applicable Premium” is defined as the greater of (1) 1.0% of the principal amount of the Senior Notes and (2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of the Senior Notes at December 1, 2014 plus (ii) all required interest payments due on the Senior Notes through December 1, 2014 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate plus 50 basis points over (b) the principal amount of the Senior Notes. On or after December 1, 2014, the Senior Notes may be redeemed at 105.5% and 102.75% of the principal balance beginning on December 1, 2014 and 2015, respectively. The Second Supplemental Indenture also increased the minimum covenant leverage ratio from 2.75 to 1.00 to 3.00 to 1.00.

Additionally, on August 23, 2012, SEA executed two interest rate swap agreements to effectively fix the interest rate on $550,000 of the Term B Loans. Each interest rate swap has a notional amount of $275,000; matures on September 30, 2016, pays a fixed rate of interest of 1.247% per annum; receives a variable rate of interest based upon three month BBA LIBOR; and has interest settlement dates occurring on the last day of December, March, June and September through maturity. SEA has designated such interest rate swap agreements as qualifying cash flow hedge accounting relationships as further discussed in Note 7-Derivative Instruments and Hedging Activities which follows.

Amounts outstanding at March 31, 2013 and December 31, 2012, relating to the Revolving Credit Facility were $30,000 and $0 (at an interest rate of 2.95%), respectively. As of March 31, 2013, the Company had approximately $18,500 of outstanding letters of credit.

See Note 11-Subsequent Events, for a discussion on debt repayments and debt refinancing subsequent to March 31, 2013.