FOURTH AMENDMENT TO ESCROW EXTENSION AGREEMENT

Exhibit 10.24

FOURTH AMENDMENT TO ESCROW EXTENSION AGREEMENT

THIS FOURTH AMENDMENT TO ESCROW EXTENSION AGREEMENT (the “Fourth Amendment to Extension Agreement”) 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”), joined by the CITY OF ORLANDO, a municipal corporation created by and existing under the laws of the State of Florida, whose address is P.O. Box 4990, 000 X. Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000 (the “City”).

W I T N E S S E T H:

WHEREAS, the Parties entered into that certain Rail Line Easement Agreement dated of January 22, 2014, as amended by that certain First Amendment to the Rail Line Easement Agreement dated October 3, 2014, that certain Second Amendment to the Rail Line Easement Agreement dated October 26, 2015, that certain Third Amendment to the Rail Line Easement Agreement dated December 21, 2015 and that certain Fourth Amendment to the Rail Line Easement Agreement dated January 27, 2017 (collectively the “Easement Agreement”), which governs the parties rights and obligations related to the development of an inter-city rail project at the Orlando International Airport, that certain Premises Lease and Use Agreement with an effective date of January 22, 2014, as amended by that certain First Amendment to the Premises Lease and Use Agreement dated September 25, 2014, that certain Second Amendment to the Premises Lease and Use Agreement dated January 26, 2016 and that certain Third Amendment to the Premises Lease and Use Agreement dated January 30, 2017 (collectively the “Lease Agreement”), which governs the parties’ rights and obligations related to the development of the Rail Station Building and the Rail Company Premises and that certain Vehicle Maintenance Facility Ground Lease Agreement dated January 22, 2014, as amended by that certain First Amendment to the Vehicle Maintenance Facility Ground Lease Agreement dated October 28, 2015 and that Second Amendment to the Vehicle Maintenance Facility Ground Lease Agreement dated December 23, 2015 (collectively the “VMF Agreement”) (the Easement Agreement, Lease Agreement and VMF Agreement shall be collectively referred to as the “Escrow Agreements”);

WHEREAS, City, Authority and Rail Company entered into that certain Escrow Extension Agreement with an effective date of December 23, 2015, as amended by that certain First Amendment to Escrow Extension Agreement with an effective date of January 30, 2017 (as amended the “Escrow Extension Agreement”);

City Council Meeting: 9 - 4 - 18

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WHEREAS, the Escrow Agreements are being held in escrow pursuant to the terms of the Easement Agreement until June 30, 2018 at which time all Escrow Conditions must be met; and

WHEREAS, Rail Company has requested an extension of six (6) months to the Escrow Term until December 31, 2018 to meet all the Escrow Conditions; and

WHEREAS, the Parties agree to amend the Escrow Agreements to extend the Escrow Term until December 31, 2018; and

NOW, THEREFORE, for and inconsideration of the premises and of the mutual covenants hereinafter contained, the parties hereto do hereby agree as follows:

1.          Recitals. The above recitals are true and correct and are hereby incorporated herein by this reference.

2.          Definitions. Capitalized terms shall have the same meaning as set forth in the Escrow Agreements or as defined herein.

3.          Escrow Term Extension. The Authority agrees to extend the Escrow Term until December 31, 2018 (the “Escrow Extension”), subject the Rail Company shall fund the Aviation Authority Owner’s Authorized Representative team in an amount equal to $2,950,000.00 as set forth in the Sixth Amendment to the Easement Agreement executed contemporaneously with this Fourth Amendment to Escrow Extension Agreement.

4.          Modification. Except as expressly amended and supplemented in this Fourth Amendment to Escrow Extension Agreement, all other terms of the Escrow Extension Agreement shall remain in full force and effect as originally executed.

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

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			“GOAA”
			GREATER ORLANDO AVIATION AUTHORITY
ATTEST:
			By:	/s/ Xxxxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxxxxx-Xxxxxx				Xxxxxxx X. Xxxxx, A.A.E.,
Xxxxx X. Xxxxxxxx-Xxxxxx				Chief Executive Officer
Assistant Secretary
Date: June 11,  2018
TWO WITNESSES:			APPROVED AS TO FORM AND LEGALITY this 6th day of June, 2018, for the use and reliance by the GREATER ORLANDO AVIATION AUTHORITY, only.
/s/ Xxxxxx Xxxx
Printed Name:	Xxxxxx Xxxx
/s/ Xxxxxxx Xxxxxxx							Xxxxxxxx and Xxxxxx, P.A., Counsel.
Printed Name:	Xxxxxxx Xxxxxxx
			By:	/s/ Xxxxxxxx and Xxxxxx, P.A.
				Xxxxxxxx and Xxxxxx, P.A.

STATE OF FLORIDA
COUNTY OF ORANGE

Before me, the undersigned authority, duly authorized under the laws of the State of Florida to take acknowledgments, this day personally appeared Xxxxxxx Xxxxx and Xxxxx X. Xxxxxxxx-Xxxxxx respectively Chief Executive Officer and Assistant Secretary of the Greater Orlando Aviation Authority, who are personally known to me to be the individuals and officers described in and who executed the foregoing instrument on behalf of said Greater Orlando Aviation Authority, and severally acknowledged the execution thereof to be their free act and deed as such officers and that they were duly authorized so to do.

In witness whereof, I have hereunto set my hand and official seal at Orlando, in the County of Orange, State of Florida, this 11 day of June, 2018.

/s/ Xxxx X. Xxxxx

Notary Public

My commission expires: 

 July 19, 0000 Xxxxxx Xxxxxx Xxxxx xx Xxxxxxx XXXX X. XXXXX Notary Public - State of Florida Commission # FF 901067 My Comm. Expires Jul 19, 2019 Bonded through National Notary Assn.

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				Brightline Trans LLC fka
				ALL ABOARD FLORIDA – OPERATIONS LLC
ATTEST:				By:		/s/ Xxxxxxx Xxxx
Printed Name:				Printed Name:		Xxxxxxx Xxxx
Title:				Title:		Vice President
				Date:		May 31st, 2018

TWO WITNESSES:
/s/ Xxxxxxx Xxxxxxxxx
Printed Name:	Xxxxxxx Xxxxxxxxx
/s/ Xxxxx X. Xxxxxx
Printed Name:	Xxxxx X. Xxxxxx

STATE OF FLORIDA	)
COUNTY OF Miami – Dade	)

The foregoing instrument was acknowledged before me this 31^st day of May, 2018, 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/ Xxxxxxx Xxxxxxxxx
		Notary Public
Notary Public	brianna xxxx xxxxxxxxx	Print Name:
State of Florida	State of Florida - Notary Public	My Commission expires:
	Commission # GG 184603
	My Commission Expires
	February 11, 2022

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				CITY OF ORLANDO, FLORIDA, a Florida municipal corporation
ATTEST:
By:		/s/ Xxxxxx Xxxxxxxx		By:	/s/ Xxxxxx X. Xxxx
Printed Name:		Xxxxxx Xxxxxxxx		Printed Name:		Xxxxxx X. Xxxx
Title:		City Clerk		Title:	Mayor Pro Tem
				Date:	September 4, 2018
[Official Seal]

	APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE CITY OF ORLANDO, ONLY, THIS 4 DAY OF Sept, 2018.
	By:	/s/  [ILLEGIBLE]
	Title:	[ILLEGIBLE]
	Printed Name:		[ILLEGIBLE]

City Council Meeting: 9-4-18

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