THIRD AMENDMENT TO THE

Exhibit 10.21

THIRD AMENDMENT TO THE

PREMISES LEASE AND USE AGREEMENT

THIS THIRD AMENDMENT TO THE PREMISES LEASE AND USE AGREEMENT (the “Third Amendment”) is made by and among THE GREATER ORLANDO AVIATION AUTHORITY, a public and governmental body created as an agency of the City, existing under and by virtue of the laws of the State of Florida, whose mailing address is Xxx Xxxx Xxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000-0000 (the “Authority”), and ALL ABOARD FLORIDA – OPERATIONS LLC, a Delaware limited liability company authorized to conduct business in Florida, whose mailing address is 0000 XxXxxxx Xxxx, 0^xx Xxxxx, Xxxxx Xxxxxx, Xxxxxxx 00000 (“Rail Company”).

W I T N E S S E T H :

WHEREAS, the Authority and Rail Company entered into that certain Premises Lease and Use Agreement dated January 22, 2014 (the “Agreement”), as amended by that certain First Amendment to the Premises Lease and Use Agreement dated September 25, 2015 (the “First Amendment”), and that certain Second Amendment to the Premises Lease and Use Agreement dated December 23, 2015 (the “Second Amendment”); and

WHEREAS, pursuant to that certain Amended and Restated Operation and Use Agreement dated August 31, 2015, as amended, with the City, the Authority controls, operates, and maintains an airport in Orange County, State of Florida, known as Orlando International Airport (hereinafter referred to as the “Airport”); and

WHEREAS, the Parties desire to amend the terms of the Agreement relating to Primary Infrastructure Work to address changes to the primary infrastructure allowance costs required as a result of the Rail Company’s delay in initiating the buildout of the tenant space within the Rail Station Building; and

NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged, the parties hereto covenant and agree as follows:

1.          Recitals. The foregoing recitals are true and correct and are hereby incorporated as covenants and agreements and are made a part hereof.

2.          Definitions. Capitalized terms shall have the meaning ascribed in them in the Agreement unless modified herein.

3.          Exhibit “J”. Exhibit “J” of the Premises Lease and Use Agreement entitled Primary Infrastructure Work is hereby deleted and replaced with that certain Exhibit “J” attached hereto and incorporated herein.

4.          Except as expressly modified in this Third Amendment and previous amendments, the Agreement shall remain in full force and effect as originally executed.

City Council Meeting: 1-23-17

Item: K-2 Documentary: 000000X00

IN WITNESS WHEREOF, the parties hereto have each caused this Second Amendment to be executed by its authorized representative on the date so indicated below.

		“GOA”
		GREATER ORLANDO AVIATION
ATTEST:		AUTHORITY
/s/ Xxxxx X. Xxxxxxxx-Xxxxxx		By:	/s/ Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxxx-Xxxxxx,			Xxxxxxx X. Xxxxx, A.A.E.
Assistant Secretary			Executive Director
Date: 1/30/17

WITNESSES:
/s/ Jiliyun Park
Printed Name:	Jiliyun Park
/s/ Xxxx X. Xxxxxx
Printed Name:	Xxxx X. Xxxxxx

	APPROVED AS TO FORM AND LEGALITY this 27th day of January, 2017, for use and reliance by the GREATER ORLANDO AVIATION AUTHORITY, only.
	Xxxxxxxx and Xxxxxx, P.A., Counsel
	By:	/s/ Xxxxxxxx and Xxxxxx, P.A.
		Xxxxxxxx and Xxxxxx, P.A.

		ALL ABOARD FLORIDA -
ATTEST:		OPERATIONS LLC
/s/ Xxxx Xxxxx		By:	/s/ Xxxxxxx Xxxx
Xxxx Xxxxx,			Xxxxxxx Xxxx,
Assistant Secretary			Vice President
		Date:	1.5.17

WITNESSES:
/s/ Xxxxxx Xxx Xxxxxxx
Printed Name:	Xxxxxx Xxx Xxxxxxx
/s/ Xxxxxxx Xxxxx
Printed Name:	Xxxxxxx Xxxxx

STATE OF FLORIDA

COUNTY OF MIMAI-DADE

The foregoing instrument was acknowledged before me this 5 day of January, 2017, by Xxxxxxx Xxxx, as Vice President of All Aboard Florida – Operations LLC, a Delaware limited liability company, on behalf of the limited liability company. He/She is personally known to me or produced a valid driver’s license as identification.

		/s/ Xxxxxx Xxx Xxxxxxx
		Notaty Public
NOTRY PUBLIC	XXXXXX XXX XXXXXXX	Print Name:	Xxxxxx Xxx Xxxxxxx
STATE OF FLORIDA	Commision # FF 966539	My Commission Expires:
	Expires March 1, 2020
	Bonded Thru Xxxx Xxxx Insurance 800-385-7019

JOINDER

The City of Orlando hereby joins in the Orlando International Airport Premises Lease and Use Agreement dated January 24, 2017, between the Greater Orlando Aviation Authority and All Aboard Florida – Operations LLC, solely to acknowledge the City’s consent to the term of the Lease.

Dated: 1/24, 2017

ATTEST:			CITY OF ORLANDO
By:	/s/ Xxx X. Xxxxxxx		By:	/s/ Xxx Xxxx
Name:	Xxx X. Xxxxxxx		Name:	Xxx Xxxx
Title:	Interim City Clerk		Title:	Mayor Pro Tem
[OFFICIAL SEAL]			THE USE AND RELIANCE OF THE CITY OF ORLANDO ONLY, THIS ______ DAY OF 1/26, 2017.

			By:	/s/ Xxx Xxxxx
			Printed Name:	Xxx Xxxxx
			Title:	Chief Asst. City Attorney

STATE OF FLORIDA COUNTY OF ORANGE

          Before me, the undersigned authority, duly authorized under the laws of the State of Florida to take acknowledgement, this day personally appeared Xxx Xxxx and Xxx X. Xxxxxxx, respectively Mayor Pro Tem and Interim City Clerk of the City of Orlando, who are personally known to me to be the individuals and officers described in and who executed the foregoing instrument on behalf of said City of Orlando, and severally acknowledged the execution thereof to be their free act and deed as such officers and that they were duly authorized to do so.

In witness whereof, I have hereunto set my hand and official seal at Orlando, in the County of Orange, State of Florida, this 24 day of January, 2017.

/s/ Xxxxxxx X. Xxxxx

Notary Public

My Commission Expires:

NOTARY PUBLIC STATE OF FLORIDA XXXXXXX X. XXXXX Notary Public - State of Florida My Comm. Expires Apr 4, 2017 Commission # EE 858548  Bonded Through National Notary Assn.