EXHIBIT A PREMISES LEASE PACKAGE 1

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EXHIBIT A

PREMISES

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(REVISED – Space A)

EXHIBIT B

USE AND OPERATIONAL REQUIREMENTS

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(REVISED)

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“F”

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1) GENERAL REQUIREMENTS: All merchandise shall be sold on a non-exclusive basis, and Airport reserves the right to sell and to permit other Airport tenants to sell merchandise. All such items must be sold at retail. Tenant may not display, sell, rent, or otherwise offer any merchandise or other product without Director’s written prior consent.

2) REQUIRED/OPTIONAL MERCHANDISE: In the event Director permits any product to be sold or offered that is not listed below, or otherwise permits any other change in the Permitted Use, this Exhibit shall be deemed amended without need for a formal amendment of this Lease. Tenant’s proposal dated ______________________, including all representations, warranties and covenants, set forth therein is hereby incorporated herein by reference. If there is any conflict or inconsistency between the terms of this Lease and such proposal, the term of this Lease shall prevail.

Required: Tenant shall sell at retail, on a non-exclusive basis, merchandise reflective of either a travel products store, functional gadgets store, regional gifts store, or golf store.

Travel Store

 Luggage such as suitcases, carry-on bags, duffle bags, backpacks, handbags, and tote bags.  Toiletry bags, cosmetic bags, laptop bags, and camera cases.

 Passport cases and wallets.

 Travel size health and beauty aids, such as shampoos, soaps, toothpaste, lotions, deodorants, and disposable razors.

 Neck pillows and eye masks.  Travel blankets.

 Locks, luggage tags and straps.  Alarm clocks.

 Electrical adapters and converters.  Batteries

 Travel guide books and maps.

 Electronics accessories such as headphones, chargers, memory cards, flash drives, travel speakers, and batteries. Such products shall be limited to no more than an area of 24 square feet.

Functional Gadgets Store

 Travel products and accessories such as luggage, cases, neck pillows, travel blankets and pillows, alarm clocks, and locks.

 Massagers and related accessories.  Remote control toys, games, and puzzles.

 Office gadgets and accessories such as desk clocks, digital picture frames, business card holders, and pens.

 Electronics accessories such as headphones, chargers, memory cards, flash drives, and travel speakers. Such products shall be limited to no more than an area of 24 square feet.

EXHIBIT B

USE AND OPERATIONAL REQUIREMENTS LEASE PACKAGE 2 (REVISED)

BOARDING AREA “F”SPECIALTY STORE LEASE

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Regional Gifts Store

 Apparel  Candles/scents  Children’s apparel

 High-quality boxed candy/chocolate  Home décor/accessories

 Jewelry

 Regional packaged snacks/food items  Souvenirs

 Toys

Golf Store

 Men’s golf shirts, sweatshirts, and sweaters  Ladies’ golf apparel

 Golf jackets and wind shirts

 Miscellaneous golf clothing accessories  Golf balls and/or tees

 Golf bags  Golf luggage  Computer software  Books and videos  Hats, caps and visors  Head covers

 Umbrellas  Towels

Optional: Tenant, at its own option, may sell at retail, on a nonexclusive basis, the following items from the premises:

Travel Store

 Electric travel appliances such as steamers and blow dryers  Pet carriers

 Umbrellas

 Men and women’s undergarments  Travel games

Functional Gadgets Store

 Personal grooming accessories.

 Fitness accessories such as pedometers and bathroom scales.  Pet care products and accessories.

EXHIBIT B

USE AND OPERATIONAL REQUIREMENTS LEASE PACKAGE 2 (REVISED)

BOARDING AREA “F”SPECIALTY STORE LEASE

Page 3 of 3 Regional Gifts  Books/Videos/DVDs/CDs  Postcards/Stationary/Paper Goods  Pottery Golf Store  Golf clubs  Golf jewelry  Golf-related gifts

3) PROHIBITED MERCHANDISE: Tenant understands and agrees that the following products or services are not included within the Permitted Use, without the prior written consent of Director, which consent may be granted or denied in Director’s absolute and sole discretion.

(a) The sale or delivery of any duty free/in-bond merchandise.

(b) Any and all sales from vending machines or other mechanical devices, including but not limited to such items as: cigarettes, candy, maps, coffee, and soft drinks, newspapers, stamps, insurance policies, and dispensation of cash, money orders and checks. (c) Any and all sales of meals, alcoholic beverages by the drink, whether for immediate

consumption or for public sale.

(d) Freshly prepared popcorn or peanuts in the shell or other baked products intended for immediate consumption.

(e) Any and all sales or rental of telecommunications equipment. (f) Any and all sales of phone cards.

(REVISED)

Appendix B 

Historical Retail Sales 

International Terminal Pre‐Security 

RETAIL CONCESSION GROSS REVENUES

Square FY FY FY FY FY

Shop Name Operator Footage 06/07 07/08 08/09 09/10 10/11

($) ($) ($) ($) ($) Total - International Terminal

Pre-Security 22,103 7,423,068 8,695,964 8,499,747 8,228,518 7,515,779 Action Cellular Action Cellular 313 8,115 0 0 0 0

Aviation, Inc. Host

1,356 0 0 0 0 0 Boule Café/Euro Café Hudson

538 249,542 284,649 293,205 280,488 301,274 Brookstone Brookstone 2,233 920,339 874,583 682,577 730,095 877,694 CNBC News - CN50** Paradies 1,360 622,489 694,547 719,217 698,227 744,825 CNBC News - CN80** Paradies 392 181,186 202,221 214,043 195,157 238,554 CNBC News - CS60** Paradies 2,353 1,102,595 1,388,087 1,414,417 1,389,270 1,345,569 Discovery Channel Store

Discovery Channel

2,238 0 0 0 0 0 Hudson Booksellers Advent Int'l

1,257 802,529 858,146 707,773 606,340 522,811 InMotion Entertainment (AltiTunes)

Project Horizon 2,918 899,267 1,089,474 899,117 944,810 1,031,283

Sephora North Sephora

2,190 583,360 656,482 648,268 596,093 302,428

Sephora South Sephora

2,498 629,283 983,294 1,085,954 1,016,303 485,801 SFMOMA SFMOMA 2,182 1,367,281 1,550,193 1,450,791 1,405,529 1,272,586 Triptel, Inc. Triptel, Inc.

275 0 50,238 316,974 306,540 338,467

Zoom Travel Stores Zoom 0

57,085 64,048 67,411 59,666 54,487 **CNBC News - Sales were combined for FY05/06

NOTICE: The Airport Commission does not warrant the accuracy of this data. These sales figures are only offered as assistance and the Airport Commission does not guarantee that future revenues will equal or exceed past revenues.