Exhibit 10.15

     

    FOURTH AMENDMENT TO THE

    RAIL LINE EASEMENT AGREEMENT

     

    THIS FOURTH AMENDMENT TO THE RAIL LINE EASEMENT AGREEMENT (the “Fourth Amendment”) is made by and among 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 32802-4990 (the “City”) and 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 32827-4399 (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, 4th Floor, Coral Gables,
      Florida, 33134 (“Rail Company”).

     

    W I T N E S S E T H :

     

    WHEREAS, City, Authority and Rail Company entered into that certain Rail Line
      Easement Agreement with an effective date of January 22, 2014 (the “Agreement”), that certain First Amendment To The Rail Line Easement Agreement with an effective date of October 3, 2014 (the “First Amendment”), that certain Second Amendment To The
      Rail Line Easement Agreement with an effective date of October 26, 2015 (the “Second Amendment”) and that certain Third Amendment To The Rail Line Easement Agreement with an effective date of December 21, 2015 (the “Third Amendment”); and

     

    WHEREAS, pursuant to that certain Amended and Restated Operation and Use Agreement
      dated August 31, 2015, 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 Agreement to extend the Escrow Term (as
      defined in the Agreement).

     

    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 to them in the Agreement, as amended in the Second Amendment, unless modified herein.

     

    City [ILLEGIBLE] 1-11-17

    Item: K-2 Documentary: 170179K02

    
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    3.          Paragraph 6: Closing Procedures. Paragraph 6(b) of the Agreement is hereby deleted in their entirety and replaced with the following:

     

                                 (b)
        The conditions to be satisfied in order to release the escrow documents are set forth in Exhibit “11” hereto (the “Escrow Conditions”).Closing  Agent
        shall hold all Escrow Documents in escrow from the date hereof until the earlier of the following dates (the “Escrow Term”): (i) the satisfaction or waiver (any such waiver to be in the sole discretion of the waiving party) of the Escrow
      Conditions or (ii) January 31, 2017, as such date may be extended pursuant to the terms hereof or as may be amended by the parties in writing (the “Escrow Termination Date”). This extension is contingent upon
      the satisfaction of the conditions contained in the Escrow Extension Agreement on or before December 31, 2015. Failure of the Rail Company to satisfy the conditions will result in the Escrow Term expiring on January
        31, 2017. If the Escrow Conditions have not been met prior to December 31, 2016, Rail Company shall be entitled to an additional one (1) year extension until December 31, 2017 if Rail Company has either (1) prior to January 31,2017, obtained financing in the form of documented loans, documented equity commitments and/or cash on hand in forms reasonably acceptable to the Authority, required to fund Rail Company’s infrastructure
      (including train sets) to bring the Rail Transportation Business to the Orlando International Airport or (2) (i) Rail Company shall close on the purchase of all right-of-way (by fee, lease or easement) required to construct its Rail Transportation
      Business infrastructure from the existing Florida East Coast Railway L.L.C. rail right of way east to the eastern edge of the Orlando International Airport property prior to January 31, 2017 (with it being
      understood that the failure of the Authority to exchange property with the Central Florida Expressway Authority shall not cause the failure of this condition) and (ii) within one hundred eighty (180) days from the Effective Date of this Extension
      Agreement, at no cost to the Authority, Rail Company shall deliver to the Authority a full set of 100% complete engineering drawings for the Critical Rail Corridor Improvements.

     

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

     

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

    	 	 	 	 	 
	 	 	
            “GOAA”

          
	 	 	
            GREATER ORLANDO AVIATION AUTHORITY

          
	
            ATTEST:

          	 	
             

          
	
            /s/ Dayci S. Burnette-Snyder

          	 	 	 
	
            Dayci S. Burnette-Snyder,

          	 	
            By:

          	
            /s/ Phillip N. Brown

          
	
            Assistant Secretary

          	 	 	
            Phillip N. Brown, A.A.E.,

          
	
            Date:

          	
            1/30/2017

          	 	 	
            Executive Director

          
	 	 	 	 
	 	 	 	 
	
            TWO WITNESSES:

          	 	
            APPROVED AS TO FORM AND LEGALITY this 27th day of  January, 2017, for the use and reliance by the GREATER ORLANDO AVIATION AUTHORITY, only.

          
	
            [ILLEGIBLE]

          	 	 
	
            Printed Name:

          	
            [ILLEGIBLE]

          	 	 
	 	 	 
	 	 	 
	
            Anna M. Farmer

          	 	
            Marchena and Graham, P.A., Counsel.

          
	
            Printed Name:

          	
            Anna M. Farmer

          	 	 	 
	 	 	
            By:

          	
            /s/ Marchena and Graham, P.A

          
	 	 	 	
            Marchena and Graham, 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 Phillip Brown and Dayci S. Burnette-Snyder respectively Executive Director and Deputy Director 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 30 day of
      January, 2017.

     

    	 	
            Alba L. Bueno

          	 
	
            My commission expires: 7/19/19

          	
            Notary Public

          
	 	 	 
	 	
            Notary Public

            State of Florida

          	
            ALBA L. BUENO

            Notary Public - State of Florida

            Commission # FF 901067

            My Comm. Expires Jul 19, 2019

            Bonded through National Notary Assn.

          


     

    
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                ALL ABOARD FLORIDA – OPERATIONS LLC

              
	 	 	 	 	 	 	 	 	 	 
	
                ATTEST:

              	/s/ Juan Godoy	 	
                By:

              	
                /s/  Kolleen O. P. Cobb

              	 
	 	 	 	 	 	 	 	 	 	 
	
                Printed Name:

              	Juan Godoy	 	
                Printed Name:

              	
                Kolleen O. P. Cobb

              	 
	 	 	 	 	 	 	 	 	 	 
	
                Title:

              	Assistant Secretary	 	
                Title:

              	
                Vice President

              	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                Date: 12/15, 2016

              	 


      

      

      

      
        	
                TWO WITNESSES:

              	 
	 	 
	
                /s/ Iris Mendoza

              	 
	
                Printed Name:

              	
                Iris Mendoza

              	 
	 	 	 
	
                /s/ Jessica Perez

              	 
	
                Printed Name:

              	
                Jessica Perez

              	 
	 	 	 


      

    

    STATE OF FLORIDA              )

    COUNTY OF MIAMI-DADE  )

    

    

    The foregoing instrument was acknowledged before me this 15th day of December, 2016  by Kolleen O. P. 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.

    

    

    	 	 	
            /s/ Brenda Lee Johnson

          
	 	 	
            Notary Public

          	 
	 	 	
            Print name:

          	
            Brenda Lee Johnson

          
	 	 	 	 
	
            My commission expires:

          	 	 
	 	 	 	 
	
            NOTARY PUBLIC

          	
            BRENDA LEE JOHNSON

          	 	 
	 STATE OF FLORIDA	
            Commission # FF 966539

          	 	 
	 	
            Expires March 1, 2020

          	 	 
	 	
            Bonded Thru Troy Fain Insurance 800-385-7019

          	 


    

    

    
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                CITY OF ORLANDO, FLORIDA, a Florida municipal corporation

              
	 	 	 	 	 	 	 	 
	
                ATTEST: 

              	 	 	 	 	 
	
                By:

              	/s/ Amy T. Iennaco	 	
                By:

              	
                /s/  Patty Sheehan

              	 
	
                Printed Name:

              	
                Amy T. Iennaco

              	 	
                Printed Name:

              	
                Patty Sheehan

              	 
	
                Title:

              	
                Interim City Clerk

              	 	
                Title:

              	
                Mayor Pro Tem

              	 
	 	 	 	 	 	 	 	 
	
                [Official Seal]

              	 	
                Date:

              	
                1/11/17

              	 


      

         

      

      
        	 	 	 	 	 
	
                TWO WITNESSES:

              	 	
                APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE CITY OF ORLANDO, ONLY, THIS 17 DAY OF Jan, 2017.

              
	 	 
	
                /s/ Carolyn Skuta

              	 
	
                Printed Name:

              	
                Carolyn Skuta

              	 


      

       

      
        	 	 	 	 	 	 	 
	
                /s/ Denise Holdridge

              	 	
                By:

              	
                /s/ Roy Payne

              	 
	
                Printed Name:

              	
                Denise Holdridge

              	 	
                Title:

              	
                Chief Asst. City Attorney

              	 
	 	 	 	
                Printed Name:

              	
                Roy Payne

              	 


      

       

       

       

    

  

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