Lease Amendment, dated September 1986



 Exhibit 10.22 
 SEA WORLD DOCUMENTS 
 Lease Amendment 

Document No. RR-266641 

September 12, 1986 
  

	 	•	Requires Sea World to contribute monies for traffic impact mitigation as required by any future local coastal program in Mission Bay Park. 








 SEA WORLD DOCUMENTS 
 Resolution No. R-274591 
 October 17, 1989 

 

	 	•	Approved sale of stock to Busch Entertainment Corp. 








 SEA WORLD DOCUMENTS 
 Resolution No, 275068 
 February 5, 1990 

 

	 	•	Resolution of mitigation issue. 

  

	 	•	Use clause modified to permit Atlantis Restaurant site to be used as a banquet/conference center. 








 [Sea World of California letterhead] 
 February 29, 1996 
 Mr. Jack McGrory 

City Manager 
 The City of San Diego 

202 C Street 
 San Diego, California 92101

 Re: Revised Rental Under Sea World Leasehold 
 Dear Jack: 
 Section IV.A.5 of the existing lease between the City and Sea World provides for the
adjustment of percentage rental rates at the end of each 10-year period during the term of the lease, to be determined by good faith negotiation or arbitration. The most recent 10-year period ended as of December 31, 1993. The parties have
negotiated in good faith and, based thereon, have entered into an agreement which provides that, in lieu of an adjustment in percentage rates, Sea World will, effective as of January 1, 1994, pay as additional rent an amount equal to three
percent (3%) on an annual basis of the rental payable pursuant to the provisions of the existing lease (the “Surcharge”). 
 The
Surcharge will be payable concurrently with the rendering of each statement as provided in Section IV.C of the existing lease in an amount equal to three percent (3%) of the payment required to be made for the accounting period covered by such
statement, provided that the amount of the Surcharge shall be adjusted at the end of each accounting year, as necessary to ensure that the Surcharge shall be no more or no less than 3% of the total rental due for such accounting year without taking
the Surcharge into account. In calculating the amounts due each accounting period as provided in subsections 1 and 2 of Section IV.C, the “total rent previously paid for the accounting year” shall not include any payments of the Surcharge.

 Payment of the Surcharge attributable to the period from January 1, 1994, through the date of first payment of the Surcharge shall be
without interest, penalty or other additional charge. 
 The following provision memorializes a practice which, by mutual agreement, has been in
effect for several years and which the parties wish to be in effect for the indefinite future during the term of the Lease: The concept of accounting years varying from calendar years, as provided in Article IV of the Lease has been and will be
eliminated and has been and will be replaced by an accounting year which coincides with the calendar year. 
 If the foregoing correctly sets
forth the City’s understanding of the agreement between the City and Sea World, please have an authorized representative of the City so signify by signing and returning to me the enclosed copy of this letter. 








 Mr. Jack McGrory 
 The City of San Diego 
 February 29, 1996 

Page 2 
  

 Thank you for your courtesy and cooperation and that of your staff. 

Sincerely, 
 /s/ Mike Cross 

 
 Mike Cross 

Executive Vice President 
 General Manager

 CMC:ak 
  

	cc:	Robert Collins 


	  	Real Estate Assets Manager 


	  	Real Estate Assets Department 

  

			
	THE CITY OF SAN DIEGO HEREBY AGREES TO THE FOREGOING:
	
	THE CITY OF SAN DIEGO
		
	By:	 	 /s/ Robert J. Collins

		 	Title: Real Estate Assets Mgr.
		
	Date:	 	6/25/96









 LEASE AMENDMENT 

THIS LEASE AMENDMENT, executed in duplicate as of SEP 22 1986, 1986, at San Diego, California, by and between THE CITY OF SAN DIEGO, a
municipal corporation, in the County of San Diego, State of California (the “City”), and SEA WORLD, INC. a Delaware corporation, 1720 South Shores Road, San Diego, California 92109 (the “Lessee”), is made with reference to the
following facts: 
 A. City leases to Lessee and Lessee leases from City certain real property in Mission Bay Park (the
“Premises”) described in lease amendments dated December 14, 1977, January 29, 1979, December 12, 1983, and June 24, 1985, and filed in the Office of the City Clerk of San Diego as Document Nos. 762304,
765767, and RR-259814, and RR-263507, respectively (hereinafter the foregoing lease amendments are collectively referred to in this Lease Amendment as the “Lease”). 
 B. The parties hereto desire to amend the Lease as hereinafter provided. 

THEREFORE, in consideration of the mutual covenants contained herein, the Lease is hereby amended to provide, and Lessee and City hereby
agree, as follows: 
 1. Article XXXII GENERAL DEVELOPMENT PLAN is hereby amended by adding thereto Paragraph G, to read
as follows: 
  

	 	“G.	Should a local coastal program (hereinafter the “Local Coastal Program”) ever be adopted for the Mission Bay Park (the “Park”) segment of the City
Local Coastal Program, and should the Local Coastal Program provide for the collection of a traffic impact mitigation fee from commercial lessees within the Park in order to fund all or a portion of the cost of a beach shuttle or other substantially
similar public access improvements, Lessee agrees to contribute its fair and equitable share, as calculated pursuant to the Local Coastal Program, to such a traffic impact mitigation program; provided that the amount payable by Lessee shall be
reasonable and shall 

  
 DOCUMENT NO. RR-
266641 
 FILED SEP 22 1986  
 OFFICE OF THE CITY CLERK 
 SAN DIEGO, CALIFORNIA 








	 	
not exceed the amount Lessee would have paid had the entire amount to be funded by traffic impact mitigation fees been reasonably, equitably, and fairly apportioned among all of the commercial
lessees in the Park. This Paragraph G shall not be altered or amended without the prior written approval of the California Coastal Commission or an amendment to California Coastal Permit No. 6-86-2.” 


2. Except as provided above, the Lease shall remain in full force and effect. 

IN WITNESS WHEREOF, this Lease Amendment is executed by City, acting by and through the City Manager under and pursuant to Resolution No.
R-                of the City Council authorizing such execution, and by Lessee, acting by and through its duly authorized officers, as of the date first above written.


 


 I HEREBY APPROVE the form and legality of the foregoing Agreement this 8 day of October, 1986. 

JOHN W. WITT, City Attorney 
  

			
	By:	 	 /s/ Harold O. Valderhaug

		 	Deputy

 

 THE CITY OF SAN DIEGO 
  

			
	By	 	 /s/

		 	Title: Assistant to the City Manager
	
	SEA WORLD, INC.
		
	By:	 	 /s/

		 	Title: Administrative V.P.

 
 

  
 R-266641 

  
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 (R-85-2422) 
 RESOLUTION NUMBER R-263507 
 ADOPTED ON JUN 24, 1985 

BE IT RESOLVED, by the Council of The City of San Diego, that the City Manager is hereby authorized and empowered to execute a lease
amendment with SEA WORLD, INC., which amendment basically provides for a revised general development plan and other changes, as more particularly described in that lease amendment on file in the office of the City Clerk as Document No. RR-263507.

 APPROVED: JOHN W. WITT, City Attorney 
  

			
	By	 	 /s/ Harold O. Valderhaug

		 	Harold O. Valderhaug
		 	Deputy City Attorney

 HOV:ps 

06/11/85 
 Or.Dept:Prop. 

Job:218401 
 R-85-2422 

Form=r.none 

  
 PAGE 1 OF 1









 (R-85-2423) 
 RESOLUTION NUMBER R-263508 
 ADOPTED ON JUN 24 1985 

BE IT RESOLVED, by the Council of The City of San Diego that it be and it is hereby certified that the information contained in
ENVIRONMENTAL IMPACT REPORT EIR 84-0160, in connection with SEA WORLD, INC., on file in the office of the City Clerk, has been completed in compliance with the California Environmental Quality Act of 1970, as amended, and the State guidelines
thereto, and that said Report has been reviewed and considered by this Council. 
 BE IT FURTHER RESOLVED, that pursuant to
California Public Resources Code, Section 21081, the City Council hereby adopts the findings made with respect to the feasibility of the mitigating measures and project alternatives and the statements of overriding considerations, if any,
contained within the said ENVIRONMENTAL IMPACT REPORT EIR 84-0160. 
 APPROVED: John W. Witt, City Attorney 

 

			
	By	 	 /s/ Harold O. Valderhaug

		 	 Harold O. Valderhaug
 Deputy
City Attorney


 HOV:ps 

06/11/85 
 Or.Dept:Prop. 

Job:218401 
 R-85-2423 

Form=r.eir&fd 

  
 PAGE 1 OF 1









 NOTICE OF DETERMINATION 

 

							
	TO:  x	  	 County Clerk
 County of San
Diego
 220 W. Broadway
 San Diego,
California 92101
	  	FROM:	  	 City of San Diego
 City
Administration Building
 202 “C” Street
 San Diego, CA 92101

				
	        x	  	 Office of Planning and Research

1400 Tenth Street, Room 121
 Sacramento,
California 95814
	  		  	

  

			
	EQD Number: 84-0160        	  	 State Clearinghouse Number 84030708
 (If submitted to Clearinghouse)


 Project Title: Sea World Master Plan. 
 Project Location: Located between Sea World Dr. and Mission Bay just east of Ingraham Street in the South Shores area of Mission Bay Park 
 Project Description: Master Land Use Plan as a condition of a 32-acre, 50-year ground and water lease – expansion of theme park, marina, and parking areas 

This is to advise that The City of San Diego City Council (Decision-making Body) on June 24, 1985 (date) approved the above described project
and made the following determinations: 
  

	 	1.	The project in its approved form x will,  ̈ will not, have a
significant effect on the environment. 

  

	 	2.	x      An Environmental Impact Report was prepared for this project and certified pursuant
to the provisions of 


	 	  	CEQA. Resolution R-263508 

  

	 	 ̈	A Negative Declaration was prepared for this project pursuant to the provisions of CEQA. 


The EIR or Negative Declaration and record of project approval may be examined at the address above. 

 

	 	3.	Mitigation measures x were,  ̈ were not, made a condition of the
approval of the project. 

  

	 	4.	Findings x were,  ̈ were not, made pursuant to CEQA.


  

	 	5.	A statement of Overriding Considerations x was,  ̈ was not,
adopted for this project. 

  

					
	Date Received for Filing:             	  	 /s/ Ellen Bovard
	 	6/27/85
		  	Signature	 	
		
		  	 Deputy City Clerk

		  	Title	 	








 The City of San Diego 

MANAGER’S REPORT 
  

					
	DATE ISSUED:  	 	September 5, 1986	  	
		 		  	REPORT NO. 86-401
	ATTENTION:	 	PF&R, Agenda of September 10, 1986	  	
			
	SUBJECT:	 	Sea World Lease Amendment	  	

 SUMMARY 
 Issue - Should the City Manager be authorized to execute a Ninth Amendment to the lease with Sea World, Inc., which provides that SeaWorld agree to contribute its fair and equitable share of money
for traffic impact mitigation, as required by any future local coastal program in Mission Bay Park? 
 Manager’s
Recommendation - Authorize execution of the agreement. 
 Other Recommendations - None. 

Fiscal Impact - None with this action. 
 BACKGROUND 
 In certain instances, the California Coastal Commission
requires specified mitigation actions or fees from applicants for coastal permits. Sea World is currently applying for such a permit and is being required to contribute traffic mitigation fees in Mission Bay Park in the event that the Commission
should implement a local coastal program in the future containing this requirement. The Commission is requesting Sea World to have its lease with the City amended to include this agreement prior to issuing the permit. 

PROPOSAL 
 It is
proposed that the City Council approve the requested lease amendment. The amendment will not alter any of the other terms and conditions of Sea World’s existing lease agreement. 







 ALTERNATIVES 
 Deny the request for an amendment. This is not recommended since it would preclude Sea World from completing its 1985 Development Plan as previously approved by the Council. 

Respectfully submitted, 
 /s/ John P.
Fowler                                       
          
 John P. Fowler 

Deputy City Manager 
 SPOTTS:WJP:jw(66-2) 
 8-1-86 
 Dept:Prop:MR:495 

  
 - 2 -










																	
	 REQUEST FOR COUNCIL ACTION

 
 CITY OF SAN DIEGO
	 	 1.
Certificate Number
     N/A

	 TO:

 
     CITY ATTORNEY
	 	 2. FROM
(ORIGINATOR)
  
 PROPERTY DEPT./PROPERTY MANAGEMENT DIVISION
	 	 3.
Date
  
 August 4, 1986

	 4. SUBJECT

 
     Lease Amendment – Sea World

	 5. PREPARATION
OF:         ̈ RESOLUTION(S)         ̈ ORDINANCE(S)  
       ̈ AGREEMENT(S)         ̈ DEED(S)

 
 Authorizing the City Manager to execute a lease amendment with Sea World, which
would require it to contribute monies for traffic impact mitigation as required by any future local coastal program in Mission Bay Park.
  

COUNCIL DISTRICT 6      COMMUNITY AREA: SEA WORLD       REPORT TO
COUNCIL

	 6. SUPPORTING INFORMATION: (INCLUDE ONLY INFORMATION
NOT COVERED ON FORM 1472A, “DOCKET SUPPORTING INFORMATION”.
  
 ACTION REQUESTED BY: Property Director.
  
 DESCRIPTIVE LOCATION: Sea World – Mission Bay Park.
  
 DOCUMENTS SUBMITTED: Original and six copies of proposed agreement.
  

ENVIRONMENTAL ASSESSMENT: This activity is exempt from CEQA Section 15301, Class 1, Existing Facilities.

 
 HANDLING: DO NOT RECORD. Deliver documents to Property
Department, Attention Bill Punch, M.S. 503, for further handling.
  

	 7. FOR INFORMATION CONTACT: (NAME & MAIL
STA.)  
     RANDOLPH/Punch 503
	 	 8.
TELEPHONE
     6792/6985
	 	 9. CHECK IF “DOCKET SUPPORTING

    INFORMATION” ATTACHED
	 	 ̈

	10. COMPLETE FOR ACCOUNTING PURPOSES:	 	11. ROUTING AND APPROVALS
	FUND/DEPT.	 	BUDGETED	 	UNBUDGETED	 	ROUTE	 	APPROVING	 	APPROVAL	 	DATE
	 	 	 	 	 	 	(ü)	 	AUTHORITY	 	 	 	SIGNED
	ORGANIZATION	 	 	 	 	 	ü	 	DEPARTMENT DIRECTOR	 	 	 	8/4/86
	OBJECT ACCOUNT	 	 	 	 	 	X	 	CLEARING AUTH.EQD	 	 	 	8/5/86
	JOB ORDER	 	 	 	 	 	 	 	CLEARING AUTH.	 	 	 	 
	WORK ORDER NO.	 	 	 	 	 	 	 	CLEARING AUTH.	 	 	 	 
	C.I.P. NO.	 	 	 	 	 	 	 	CLEARING AUTH.	 	 	 	 
	FACILITY	 	 	 	 	 	 	 	CLEARING AUTH.	 	 	 	 
	AMOUNT	 	 	 	 	 	X	 	DEPUTY CITY MANAGER	 	 	 	8/7/86
	 12.
ESTIMATED COST: None
	 	X	 	AUDITOR	 	 	 	8/12/86
	 	 	X	 	CITY ATTORNEY	 	 	 	 
	 Job
219045
	 	X	 	 ORIGINATING

DEPARTMENT
	 	 	 	8/21/86
	 cc: County Assessor
       Docket

 
 REDI BOOK PAGES 326 & 327

THOMAS BROS. MAP PAGE 59
  

WJP:baa
	 	ü	 	
Mgr. Dkl Clerk__________
  

Council Rep____________

                         
       Date
	 	
RULES
 COMMITTEE  ̈ CONSENT  ̈ ADOPTION
  ̈ Refer to ___________ Date ___________









  
 



 







 RESOLUTION NUMBER R-
                    
                                         
                                         
                        (R-87-325) 
 ADOPTED ON                      

BE IT RESOLVED, by the Council of The City of San Diego, that the City Manager is hereby authorized and empowered to execute, for and on
behalf of The City of San Diego, a lease amendment with SEA WORLD, INC., a Delaware corporation, a copy of which is on file in the office of the City Clerk as Document No.
RR-                , which lease amendment will require Sea World, Inc. to contribute monies for traffic impact mitigation as required by any future local coastal
program in Mission Bay Park. 
 APPROVED: JOHN W. WITT, City Attorney 

 

			
	By:	 	 /s/ Harold O. Valderhaug

		 	 Harold O. Valderhaug
 Deputy
City Attorney


 HOV:ps 

06/11/86 
 Or.Dept:Prop. 

Job:219045 
 R-87-325 

Form=r.none 

  
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