Proposed Legislation for Assignment Ross Aviation

Proposed Legislation for Assignment of Landmark Aviation FBO Leases to Ross Aviation White Plains, NY (HPN)

ASSIGNMENT OF TWO LANDMARK AVIATION FBO LEASES AT THE COUNTY AIRPORT

• Proposed Legislation Seeks County Approval For

• Assignment of Two FBO Leases at the County Airport From Landmark Affiliates

to Ross Aviation – Proposed New FBO Operator at White Plains: • Piedmont Hawthorne Aviation d/b/a Landmark (“Landmark East”); and • Panorama Flight Service, Inc. d/b/a Landmark (“Landmark West”)

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COUNTY AIRPORT 2013-CURRENT

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GOOD DEAL FOR WESTCHESTER COUNTY

• The Assignment of the Landmark Leases to Ross Aviation is a Good Deal for the County.

NEW TENANT (HPN NY HOLDINGS, LLC d/b/a Ross Aviation): • Principals Have Long and Significant History of Successful FBO Operations

Throughout the Country as Ross Aviation; • Business as Usual at County Airport: No Footprint Changes, No Expansion of

Facilities, No Operational Changes; • Will Have Immediate National Network of 6 FBOs; • Backed by Performance Guaranty from Parent Company that (a) is Not

Required under the Leases; and (b) Landmark Did Not Provide • Operating Cash of $500,000 at Closing – Landmark Did Not Have; • Backed by KSL Capital Partners, Private Equity Firm focused on Travel and

Leisure Industries Which Has Raised in Excess of $7B in capital since 2005 and is Currently Investing Out of a $2.7B Fund

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GOOD DEAL FOR WESTCHESTER COUNTY

OTHER BENEFITS TO COUNTY OF APPROVING LEASE ASSIGNMENTS

• Voluntary Discontinuance of Tax Certiorari Litigation Challenging Taxable

Status of Parcels Located in Town of Harrison and Town of Rye

• Avoids Potential Trustee’s Sale or Auction of Landmark FBOs at County Airport Ordered by the U.S. Department of Justice as Part of Anti-Trust Review of Larger Transaction

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P R O P R I E T A R Y A N D C O N F I D E N T I A L

KSL CAPITAL PARTNERS & ROSS AVIATION

INTRODUCTORY PRESENTATION

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JEFF ROSS & ROSS AVIATION OVERVIEW

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Jeff Ross Overview » Jeff Ross, the founder and former CEO of Ross Aviation, has over 20 years of experience in FBOs

– Has acquired, operated, and expanded 26 FBOs; of those FBOs, Ross Aviation owned 21(1)

– Ross Aviation was founded in 2004 in partnership with Centre Partners – Between 2004 and 2014 Ross Aviation averaged ~2 acquisitions per year (including no acquisitions in 2009) – Collectively, the 21 Ross Aviation locations sold over 450 million gallons of fuel annually to 6,800

customers, had two million square feet of hangar and office space and employed 475 individuals – By 2014, Ross Aviation was the fourth largest FBO portfolio in the world and was sold to Landmark

Aviation

» Over the past 20 years, Jeff has directed approximately 65 non-aviation acquisitions, financings and sales involving in excess of $700 million

– From 1979 through 1991, Jeff was President of the Cairn Companies, a real estate acquisition and investment firm with a strong presence in Denver and Atlanta

– From 1985 through 1991, Jeff was President of Southeastern Capital Corporation; while at Southeastern, Jeff directed the acquisition, sale and recapitalization of a number of operating companies

– As a past Managing Partner of CapEx, L.P., a mezzanine and equity fund based in Denver, Jeff and his partners invested in private and small public companies

» CapEx provided financing to a variety of industries including aviation, manufacturing, service and distribution

» Jeff Ross graduated from the University of Pennsylvania and holds an M.B.A. from the Wharton School

of Business

(1) Four locations not owned by Ross Aviation is the FBOCO from a previous investment vehicle; one location not sold as part of the 2014 disposition to Landmark

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Ross Aviation: Experienced Management Team

Proven Management

Team that Built Ross Aviation

From the Ground Up

Extensive Industry

Experience With Successful Track

Record

Identify and Cultivate General

Manager Talent

» Jeff Ross, Co-Founder and CEO – Approximately 24 years of industry experience across 26 FBOs in his career

» John (Cy) Farmer, COO – Approximately 40 years of experience, including VP of Special Projects and

International Operations for Landmark Aviation (2014-2016) and VP of Network Development (Americas) for Signature Flight Support (1998-2014)

» Steve Gampp, CFO – Joined Ross Aviation in 2006 with over 30 years of financial and business executive

experience

» Completed 21 FBO acquisitions between 2004 and 2014

» Significantly grew profitability at each FBO following acquisition

» Worked alongside local airport authorities to cultivate partnerships to benefit operations on the broader airfield

» Identify and develop general managers with extensive experience and proven track records of growth

– Emphasize a culture of outstanding service and community involvement where employees are recognized for their outstanding service to both the customer and local community

» Encourage and incentivize to operate the FBO as if it is his/her own

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Ross Aviation (2004-2014): Geographical Footprint » Collectively, the 21 Ross Aviation locations sold over 450 million gallons of fuel annually to 6,800

customers, had two million square feet of hangar and office space and employed 475 individuals

Spokane, WA Williston, ND

Fresno, CA Denver, CO

Scottsdale, AZ

Santa Fe, NM Palm Springs, CA

Midland, TX

Baton Rouge, LA

Coatesville, PA

Laredo, TX

Morristown, NJ

Trenton, NJ

Miami, FL Hawaiian Islands

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Ross Aviation (2004-2014): History & Key Milestones

2004

Company founded

Acquired Denver Air

2012

Acquired XN Air (Spokane)

Acquired Spokane Airways

Divested Great Circle Flight Services (Anchorage)

Acquired Scottsdale Air Center

Acquired Santa Fe Air Center

2005

Acquired Corporate Aircraft (Fresno)

Acquired Million Air FBO (Santa Fe)

2006

Acquired Great Circle Flight Services (Anchorage)

2007

Acquired Miami Executive Aviation

Acquired Bradley Pacific Aviation (Hawaiian Islands)

Acquired Laredo Aero Center

2008

Acquired Ronson Aviation (Trenton)

2010

2011

Acquired Atlantic Aviation FBO (Fresno)

Acquired Stevens Aviation FBO (Denver)

Acquired Unisys Hangar (Trenton)

2013

Acquired Tradition Aviation (Palm Springs)

Acquired Chester County Aviation (Coatesville)

Acquried Williston Jet Center (North Dakota)

Acquired Avion (Midland)

Acquired Lousiana Aircraft (Baton Rouge)

Acquired MMU Hangar 10 (Morristown)

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KSL CAPITAL PARTNERS INVESTING IN TRAVEL AND LEISURE BUSINESSES

HOSPITALITY RECREATION CLUBS REAL ESTATE TRAVEL SERVICES

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» Private equity firm with three decades of investing solely in travel and leisure businesses - hospitality, recreation, clubs, real estate & travel services

» Approximately 57 total employees; 37 investment professionals » Three offices – Denver, Colorado (HQ); Stamford, Connecticut; and London, UK » Mandate to invest in operationally complex travel and leisure businesses with meaningful upside through

operational stewardship and transformative reinvention and expansion capital investment

» Approximately $7.1 billion in capital raised since 2005

– Stable capital base consisting of endowments, pension, foundations and high net worth individuals – Currently investing out of a $2.7 billion Fund IV

KSL Capital Partners (“KSL”)

(1) Prior to April 2004, our investment activities were undertaken through KSL Recreation Corporation, referred to as Fund I, a platform company affiliated with Kohlberg Kravis Roberts & Co. (KKR). While KKR had board oversight of such funds (including ultimate investment authority), the Managing Directors of KSL had day-to-day oversight, including selecting investments for acquisition and disposition. Given relationship with KKR, we have not included historical performance information for Fund I (2) Includes all vehicles raised during the period, including co-investment

1992 to

2005

2006 2011 2015

2013

$1.4 billion invested equity

$2.1 billion invested equity

$386 million committed

capital

$2.7 billion committed

capital

Predecessor Investment Vehicle with

KKR

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Investment Sectors

HOSPITALITY – Hotels, resorts, restaurants

RECREATION – Ski, spa, attractions, cruise, gaming, retail, marinas

CLUBS – Golf, health, social, dining

REAL ESTATE – Second homes, condo-hotel, alternative ownership

TRAVEL SERVICES – Private aviation, adventure travel, tour operators

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Investment History

FUND I INVESTMENTS (FULLY REALIZED)

FUND III INVESTMENTS FUND II INVESTMENTS

CNL Resorts Debt

(MEZZANINE)

Kyo-ya Debt

YYY Investments

* Fully Realized Investments

*

*

*

*

* *

* * *

* *

*

*

First Creek

FBOCO

*

* *

*

*

http://www.millionair.com/interlink/html/home.html


http://www.groveparkinn.com/

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Experience Through Multiple Economic Cycles

Source: U.S. Bureau of Economic Analysis and IMF as of December 31, 2014 Note: Prior to April 2004, our investment activities were undertaken through KSL Recreation Corporation, a platform company of funds affiliated with KKR. While KKR had board oversight of such funds (including ultimate investment

authority), the Managing Directors of KSL had day-to-day oversight, including selecting investments for acquisition and disposition. KSL does not intend to compare itself to the annual US GDP % growth, nor does it intend to demonstrate that its returns meet or beat annual US GDP % growth; this index is used solely because KSL believes that such index is a good indicator of US economic cycles. In addition, an investment in any KSL Fund does not seek to replicate or correlate with such index.

» Consistent execution across multiple economic cycles

Ann

ual U

.S. G

DP

% G

row

th

Russian debt crisis

Gulf War RTC

Tech bubble September 11th

Financial crisis

Debt Investments: CNL Resorts

Kyo-ya Portfolio ClubCorp

YYY Investments

First Creek

FBOCO

(4.0)%

(2.0)%

0.0%

2.0%

4.0%

6.0%

1990 1995 2000 2005 2010 2015



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Investment Focus – Past, Current & Future Platforms

(1) Figures based on Fund I, Fund II and Fund III operating company investments. Investments shown in the table are limited to Fund II and Fund III operating investments (e.g., debt investment and minority “toe-hold” investments in publicly traded companies are excluded). (2) Represents select historical platform investments in travel & leisure and select investments of Fund I, Fund II and Fund III. Similar platforms may not be available for future investment. (3) Potential future platforms may not be available and are not limited to those listed and there can be no assurance that the Fund will invest in any of the platforms listed.

Upscale Hotels & Resorts

Health & Wellness

Family Entertainment

Ski Resorts

Boutique Hotels

Resort Real Estate

Travel Services

Private Golf & Business Clubs

Hotel Management

CU

RR

EN

T &

PR

IOR

PLA

TFO

RM

S (2

)

POT

EN

TIA

L FU

TU

RE

PLA

TFO

RM

S (3

) Select Service Hotels

Theme Parks

Retail

Adventure & Experiential Travel

Restaurants

Gaming

Holiday Parks

FBOCO

25,000 Hotel Keys

950 Restaurants

& Retail Stores

400 Spas

250 Golf Courses

650 Clubs

630,000 Members FBOs

10

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Fund IV – $2.7 Billion Equity Committed » KSL closed Fund IV in September 2015 with total commitments of $2.7 billion

» Fund IV took less than a year to raise, with demand from both existing and new investors

– Investors include a diverse group of state pension funds, corporate pension funds, sovereign wealth funds, endowments, foundations, insurance companies and family offices

» The first Fund IV investment was made in February 2016 when KSL bought iFLY, an indoor skydiving

company with over 40 locations globally

» Fund IV currently has $2.4 billion of capital to be invested into new investments

$2.7 Billion Equity

Committed

$2.4 Billion Equity

To be Invested

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Experienced Transaction Team with Diverse Backgrounds

Marty Newburger Partner

21 years experience 10 years at KSL

John Ege Partner


Bernie Siegel Partner


Jared Melnik 11 years experience

8 years at KSL

Dan Rohan Principal


Adam Knox Principal


Hal Shaw Principal


Mike Shannon Chairman


Eric Resnick CEO


Steven Siegel Partner & COO


Kevin Rohnstock GC & CCO


Charlie Martin Director of Finance


Harris Levinson 3 years experience

1 year at KSL

Michael Mohapp 6 years experience

5 years at KSL

Rich Weissmann Partner


Coley Brenan Partner


Noah Glick 5 years experience

3 years at KSL

Tina Yu 5 years experience

4 years at KSL

Debt Fund

Concentrate on non-North American investments

Mike Acierno 3 years experience

1 year at KSL

Peter McDermott Partner


Craig Henrich Partner


Raphael Bihler 4 years experience

1 year at KSL

Drew Heimbrock 3 years experience

1 year at KSL

Breck Jones 4 years experience

2 years at KSL

Emily Buckley 4 years experience

1 year at KSL

Fund Leadership

Selected Past Experience

Partners & Principals

Selected Past Experience

Legal & Finance

Senior VPs

VPs & Associates

Jens Blomdahl 4 years experience

2 years at KSL

RECREATION

Martin Edsinger 6 years experience

1 year at KSL

RECREATION

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Orly Ripmaster Director


Greg Kennealey Director


Stephen Walker Director


Bryan Elliott Senior Director


Matt Gaghen Senior Director


Todd Shallan Director


Bryan Traficanti Exec. Vice President 21 years experience

12 years at KSL

Asset Management Team with Cross-Discipline Expertise Sales &

Marketing

Asset Management

Capital Management

Operations Asset Management

Asset Management

Asset Management

RECREATION

» Asset management team comprised of former operating executives of relevant industry companies

» Primary focus is as active board members working alongside strong management teams

» Valuable resource in transactions with ability to act as in-house consultants

» In-house capital management capabilities for transformational capital and development projects

Marla Steele Director of

Transaction Services 25 years experience

8 years at KSL

Jon Paul Testwuide Portfolio Manager

Transaction & Transition

Member of Investment Committee

Concentrate on non-North American investments

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APPENDIX

CURRENT INVESTMENTS 11 PORTFOLIO COMPANIES

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Single Asset Hotel Investments » St Regis Monarch Beach, Orange County, California

– Overview: 400-key resort in Dana Point, California on a 169 acre coastal site with an 18-hole golf course and 34,000 square foot spa

– Investment Thesis: Trophy destination resort in a leading U.S. market, with no new supply in foreseeable future. It was lender owned and underperforming at acquisition, and KSL felt that it had upside potential from reinvention capital and differentiated programming

– Value-Add: Active oversight of third party manager and reinvention capital in process. Rebranding of the spa to Miraval in Spring 2016, the first roll-out of the brand to other hotels

» The Belfry, Birmingham, UK – Overview: Legendary 319-key golf resort located outside Birmingham,

UK, situated in 550 acres with three 18-hole golf courses – Investment Thesis: Despite a rich history (four-time host to the Ryder

cup), the hotel was underperforming at acquisition due to poor management and underinvestment

– Value-Add: KSL has repositioned the resort through an extensive renovation project, upgrading rooms, amenities and the spa to attract guests seeking activities beyond golf

» Cameron House, Loch Lomond, Scotland – Overview: 132-key hotel with 115 timeshare lodges, 2 golf courses, a spa

and a marina with 198 berths in Loch Lomond, Scotland – Investment Thesis: Despite being a well-located iconic Scottish manor

house, the hotel was underperforming due to poor and uncertain management

– Value-Add: Targeted capital investment; stabilized and reinvigorated management team

St. Regis Monarch Beach

The Belfry

Cameron House

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» Renowned destination spa brand focusing on integrative health and wellness

» 100+ unique activities with physical, emotional, social or intellectual focus, ranging from yoga and fitness classes to outdoor adventure, equine workshops, culinary classes, nutrition, art and emotional wellness sessions

» The first Miraval resort opened in 1995 on a 400 acre site in the Sonoran Desert near Tucson, Arizona. It has 118 keys, 16 privately owned villas and 100+ weekly activities

» A Miraval Life in Balance Spa will open at the St. Regis Monarch Beach, California in Spring 2016

Brand Strengths

» Unique Offering – no competitor offers the same breadth and variety of wellness activities

» PR and Celebrity Endorsements – over 100 million PR impressions in 2015, with features in WSJ, USA Today, Huffington Post, Oprah, The Ellen DeGeneres Show and Keeping Up with the Kardashians

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» Contemporary hotel brand with 28 hotels across the UK, incorporating hotel, full-size fitness club, pub, full-service restaurants and Starbucks, all under one roof

» Targeting 3-5 new locations per year

» New sites have a next-generation “Black-Box” design with ~150 keys, full-scale amenities, space-efficient rooms and vibrant public spaces

Accom. 37%

F&B 36%

Fitness 20%

Room Hire 3%

Spa 2%

Golf 1%

Other Income

1%

Brand Strengths

» Diversified Revenue – accommodation only comprises less than 50% of sales, with remainder coming from F&B, gym membership, room hire and leisure

» High Footfall – wide offering attracts ~1,000 people/day to each hotel, with 100+ hotel guests, 500+ fitness members, 200+ F&B users and 200+ Starbucks users

» Compact Size – ~150 key Village Hotels only require 1 acre of land in urban areas and 2 acres in suburban areas

» Cutting Edge Technology – enables fast self-service, improving guest experience and reducing headcount needs

» Functional Design – small rooms are space-efficient (e.g., open closets) with a focus on comfort and aesthetics

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» Internationally successful luxury spa operator and provider of spa design, consultancy services and upmarket beauty products (144 spas in 55 countries)

» ESPA’s skin and hair products use potent formulations with natural ingredients, applying the therapeutic benefits of aromatherapy and hydrotherapy to soothe and nourish the skin, relax the body and ease the mind

Partnership Opportunities

a) Product Partnership – Active retail of ESPA products and provision of

signature treatments

b) Design & Pre-Opening – Advisory services for new spas, from concept creation

and technical advice through to operational support

c) Performance-Based Partnership – Operational support for existing spas, incl. financial

analysis, business planning, marketing strategy and staff training and recruitment

Brand Partners

Partnership Benefits

» Highly experienced, global luxury spa brand that has been adopted by leading 5 star hotels

» Proven Financial Impact – partnering spas have achieved considerable revenue uplift after adopting ESPA

» Win-win, Performance-Based Fee Structure guarantees full alignment of incentives

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» Indoor skydiving experiences across 41 locations worldwide

» iFLY’s vertical windtunnels use a patented design that is completely safe, and superior to any competing technology

Brand Strengths

iFLY Austin

Top tier urban or relatively affluent suburban markets with space for parking

min. building footprint of 34m x 18m

18m height (shorter tunnels available in some circumstances)

» Draws and retains approx. 150,000 customers, visitors and tourists per year, many from a 20+ mile radius

» Absolutely silent – no discernable noise or vibration outside the building

» Wind tunnels have the ability to run 24/7/365 – very limited down time is required for maintenance

New Site Criteria

Located close to, and ideally visible from major freeway

Current Site Locations

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» Best-in-class third-party hotel manager, with over 40 years’ experience of working with full-service hotels

» 37 properties / 11,200 keys under management with Hilton, Hyatt, Starwood and Marriott flags, as well as boutiques

» Property owners include LaSalle, Pebblebrook, Sunstone, Inland, Walton Street, Rockbridge and Carlyle

Partnership Opportunities

a) Hotel Real Estate Owners – Davidson's hotel management services include re-

branding and re-positioning through renovation projects, as well as ongoing operational improvement

b) Hotel Brands – Davidson continues to look for strong midscale and

upscale brands that would suit its large hotel pipeline

Hotel Brand Partners

Hotel Locations

Full-Service

Midscale

Boutique

Partnership Benefits

» Preferred operator for Hilton, Hyatt, Marriott, Starwood

» Track record of successfully renovating, re-branding and repositioning mid-tier and upscale hotels

» Proprietary technology platform allows real-time monitoring of revenues / expenses and transparent reporting

» Experience in identifying and implementing projects that generate high ROI

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» Owner and franchisor of 3 distinct membership-based health & wellness brands in the U.S.

– Elements Massage – Fitness Together – Fit36

» 390 franchised locations across 39 states

» 3rd largest U.S. retail massage provider founded in 2006, with 220 locations across 34 states

» No ancillary cosmetic treatment – reinforces strength of the brand as an expert in massage

» Largest provider of personal training studios in the U.S., with 165 studios in 33 states

» Sites owned and operated by personal trainers

Location Map

» High intensity interval training (HIIT) franchise founded in 2013

» Training method influenced by two successful U.S. fitness concepts, OrangeTheory Fitness and Crossfit

» Five studios open and over 15 further franchises sold to date across the U.S.

Elements Massage (220 stores) Fitness Together (165 stores) Fit36 (5 stores)

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Current Ski Investments

» World renowned ski resorts located near Lake Tahoe in Northern California; Squaw Valley was host to the 1960 Olympic Winter Games

» Together, they offer 6,200 acres (#2 in North America), 43 lifts (#1) and over 270 runs

» KSL merged the two resorts in 2012 and is leading the transforming Squaw Valley’s base village through a comprehensive new master plan

» 60 acres off excess real estate available for development

» Owner of 24% of the outstanding shares of Whistler Blackcomb Holdings Inc. with two board seats

» The largest and most visited ski resort in North America and host of the 2010 Winter Olympic Games

» 8,171 acres of skiable area (#1 in North America) and 37 lifts (#2), with a vertical drop of 5,280 feet (#1)

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Renovation Projects – The Belfry Before

After After

Before

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Renovation Projects – St Regis Monarch Beach

After

Before

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This presentation contains highly confidential information regarding KSL Capital Partners, LLC’s (“KSL”) investments, strategy and organization. Your acceptance of this presentation from KSL constitutes your agreement to (i) keep confidential all the information contained in this presentation, as well as any information derived by you from the information contained in this presentation (collectively, “Confidential Information”) and not disclose any such Confidential Information to any other person, (ii) not use any of the Confidential Information for any purpose other than to evaluate entering into a relationship with KSL, (iii) not use the Confidential Information for purposes of trading any security, (iv) not copy these documents without KSL's prior consent, and (v) promptly return these documents and any copies thereof to KSL upon KSL's request. This presentation is for information purposes only and does not constitute, and should not be constituted as, an offer or solicitation with respect to the purchase or sale of any security. This presentation may not be reproduced or redistributed in any manner and is strictly confidential. Certain information contained herein has been obtained from published sources prepared by third parties. In addition, certain information contained herein has been obtained from companies in which investments have been made by a prior investment vehicle and its affiliated entities. While such information is believed to be reliable for the purpose used herein, none of KSL nor any of its affiliates assumes any responsibility for the accuracy of such information. This presentation includes certain historical investment performance information relating to partnerships managed or advised by us and our affiliates. The delivery of this presentation at any time shall not under any circumstances create (i) an implication that the information contained herein is correct at any time subsequent to such date and (ii) an obligation on KSL to update any information subsequent to the date hereof. Past performance is not necessarily indicative of future results and there can be no assurance that we will be able to achieve comparable results or implement our investment strategy or achieve our investment objective. KSL Advisors, LLC is an investment adviser registered with the United States Securities and Exchange Commission and nothing contained in this presentation is intended to establish an adviser-client or any other fiduciary relationship between KSL Advisors and the recipient.

Proposed Legislation for Assignment Ross Aviation

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