Fourth Amendment to Escrow Extension Agreement, among Brightline Trains LLC (f/k/a All Aboard Florida Operations LLC), Greater Orlando Aviation Authority and City of Orlando, dated September 4, 2018

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 One Jeff Fuqua Boulevard, Orlando, Florida ###-###-#### (the “Authority”), and ALL ABOARD FLORIDA - OPERATIONS LLC, a Delaware limited liability company authorized to conduct business in Florida, whose mailing address is 2855 LeJeune Road, 4^th Floor, Coral Gables, Florida, 33134 (“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, 400 S. Orange Avenue, Orlando, Florida ###-###-#### (the “City”).

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
		Item K-4  Documentary: 180904K04

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:

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.

Before me, the undersigned authority, duly authorized under the laws of the State of Florida to take acknowledgments, this day personally appeared Phillip Brown and Dayci S. Burnette-Snyder 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.

The foregoing instrument was acknowledged before me this 31^st day of May, 2018, by Kolleen Cobb, 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.