Exhibit 10.9

  
     

    FIRST AMENDMENT TO THE 

        VEHICLE MAINTENANCE FACILITY GROUND LEASE

     

    THIS FIRST AMENDMENT TO THE VEHICLE MAINTENANCE
        FACILITY GROUND LEASE (the “First 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 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 Vehicle Maintenance Facility Ground Lease (the “Agreement”) with an effective date of January 22, 2014; and

     

    WHEREAS, pursuant to an agreement dated
      September 27, 1976, as amended, with the City, City Document Number 13260-1, 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 reduce the Land area to be leased, adjust the rent and credits accordingly, provide a lease option, and modify terms related to the muck credit.

     

    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 unless modified herein.

     

    3.        Paragraph 2(n) is
        hereby amended by deleting it in its entirety and replacing same with the following:

     

    
      		n.	
              Land means the area of approximately sixty-two (62) acres of the Airport more particularly described on Exhibit “A-2.” attached hereto and incorporated herein by this reference, which the Rail Company is granted the
                right to develop, lease, market and manage the Vehicle Maintenance Facility in accordance with the terms and conditions of this Agreement.

            


    

    
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    4.          Paragraph 2 is
        modified by adding a new paragraph (cc) which is as follows:

     

    
      		cc.	
              Option Land means the
                area approximately 18 acres of the Airport more particularly described on Exhibit “A-4.” attached hereto and incorporated herein by this reference, which Rail Company is granted an option to lease from the Authority in accordance with the
                terms and conditions of this Agreement.

            


    

     

    5.          Paragraph 4 of the Agreement is modified by the addition of
        the following paragraph:

     

    
      		g.	
              Lease Option. The
                Authority hereby grants to Rail Company an option to lease the Option Land under the terms of this paragraph (the “Option”). The Option shall be valid for a period of ten (10) years from the satisfying of each and every Escrow Condition
                (the “Option Term”). The Option shall only be exercised by delivery of written notice from Rail Company of its election to the Authority prior to expiration of the Option Term. Upon exercise of the Option, the Option Land shall be subject
                to all of the terms and conditions of this Agreement and the rent per acre for the Option Land shall be equal to the per acre rent for the Land. If development of the Option Land requires Rail Company to incur additional Site Development
                Costs (i.e., muck removal and backfill at greater than 5 ft. in depth), Rail Company shall be entitled to an additional credit not to exceed THREE HUNDRED THIRTY SEVEN THOUSAND FIVE HUNDRED and no/100 Dollars ($337,500) (the “Option Land
                Muck Credit”). Rail Company shall comply with the terms of paragraph 5(i) to obtain the Option Land Muck Credit.

            


    

     

    6.          Paragraph 5(a) of the Agreement is modified by deleting
        $582,400 from the second sentence and replacing it with $451,360 ($7,280/acre).

     

    7.          Paragraph 5(b) of the Agreement is modified by deleting “ONE
        MILLION FIVE HUNDRED and no/100 Dollars ($1,500,000.00)” and replacing it with “ONE MILLION ONE HUNDRED SIXTY TWO THOUSAND FIVE HUNDRED and no/100 Dollars ($1,162,500.00)” and by the addition of the following at the end of the paragraph.

     

    (i)          Not later than 60 days prior to commencement of
        construction of the muck removal, Rail Company shall submit to the Authority a proposed budget for the Extraordinary Site Development Costs. The Authority will review the proposed budget within 60 days for reasonableness and submit any comments to
        Rail Company. Rail Company shall, within 90 days following Substantial Completion of the muck removal and backfill at a depth at or below five feet, provide to the Executive Director a written statement setting forth the actual Extraordinary Site
        Development Costs, in such detail with respect to the costs of the various elements thereof as the Executive Director may reasonably require, and such statement shall be certified by an officer, a partner or the owner of Rail Company. Rail Company
        shall make available to the Executive Director, upon the Executive Director’s request, receipted invoices and/or proof of payment for labor and materials covering all Extraordinary Site Development Costs, including architectural, engineering and
        construction fees including all subcontractors and subconsultants. Rail Company’s Extraordinary Site Development Costs shall not include: (1) interest charges or other finance costs, (2) Rail Company’s own overhead expenses, (3) any portion of the
        Extraordinary Site Development Costs which is greater than the budget submitted by Rail Company prior to commencement of construction of the muck removal (subject to the contingencies as part of such budget and subject to Force Majeure
      Events) or (4) payment for architectural, engineering, professional and consulting services in excess of 15% of the total costs of the muck removal.

    
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    8.             Paragraph 5 of the Agreement is modified by adding the following section 5(j):

     

    (j)          Rapid Infiltration Basin Relocation. As a result of this Agreement and the Improvements associated with the Vehicle Maintenance Facility a Rapid Infiltration Basin (“RIB”) operated by the City must be relocated to keep the
        City’s plant operational. The Aviation Authority provided notice to the City as required by the Operation and Use Agreement for the decommissioning of the RIB within the Land. The Aviation Authority shall not be responsible for any costs of this
        decommissioning and relocation of the RIB. The City and the Rail Company shall be responsible for payment of the cost of the RIB decommissioning and relocation pursuant to the Operation and Use Agreement wherein the Rail Company is responsible for
        50% of the costs of the project in place of the Aviation Authority. Within thirty (30) days for receipt of the invoice for the final cost of the project. Rail Company shall provide payment directly to the City.

     

    9.            Mitigation Credits. The development of the Vehicle Maintenance Facility upon the Land requires the Rail Company to clear and backfill Waters of
        the United States that have not previously been permitted by the Aviation Authority (“Wetland Impacts”). The Land is being leased to the Rail Company in its “AS IS” condition pursuant to section 4(a). therefore mitigation for the Wetland Impacts is
        the responsibility of the Rail Company. The Aviation Authority has at least twenty (20) Federal Mitigation Credits available for sale and transfer to provide mitigation for the Wetland Impacts at a price of $20,000.00 per credit. Federal Mitigation
        Credit shall mean the units of trade in mitigation banking that represent the ecological value associated with one acre of wetland that is functioning at the highest possible capacity determined in accordance with Section 5 of the Department of the
        Army, Corps of Engineers (ACOE) Regulatory Division Sourcebook (Jacksonville District), The Aviation Authority shall sell and the Rail Company shall purchase at least 5, but not more than 20 Federal Mitigation Credits. Within thirty (30) days of
        approval of the United States Army Corp of Engineers permit. Rail Company shall provide notice of the number of Federal Mitigation Credits (“Rail Company Federal Credits”) it requires along with a wire in the amount of number of Rail Company
        Federal Credits multiplied by $20,000.00 (the “Purchase Price”). Within ten (10) days of receipt of notice and the Purchase Price, the Aviation Authority shall cause its ledger to be adjusted by allocating the Rail Company Federal Credits to the
        Vehicle Maintenance Facility project.

     

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

     

    [SIGNATURE BEGIN ON THE NEXT PAGE]

    
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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: 	 	 
	 	 	By:	/s/ Phillip N. Brown	 
	/s/ Dayci S. Burnette-Snyder	 	 	Phillip N. Brown. A.A.E.,	 
	Dayci S. Burnette-Snyder,	 	 	
            Executive Director

          	 
	Assistant Secretary	 	 	 	 
	Date: 10/28/, 2015	 	 	 	 
	 	 	 	 	 


     

    	 	
            APPROVED AS TO FORM AND LEGALITY this 27th day of
              October, 2015, for the use and reliance by the GREATER ORLANDO AVIATION AUTHORITY, only.

          
	 	 	 
	 	
            Marchena and Graham, P.A., Counsel.

          
	 	 
	 	
            By:

          	
            /s/ Marchena and Graham, P.A.,

          	 
	 	 	
            Marchena and Graham, P.A.,

          


    

    

    	TWO WITNESSES:	 
	/s/ ALBA L. Bueno	 
	Printed Name: 	ALBA L. Bueno	 
	 	 
	/s/ Veronica Bodden	 
	Printed Name: 	 Veronica Bodden	 


      

    

    	
            STATE OF FLORIDA)

          	 
	
            COUNTY OF ORANGE)

          	 


     

    Before me, the undersigned authority, duly authorized under the laws of 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 28 day of October, 2015.

     

    	 	/s/ ALBA L. Bueno
	 	Notary Public
	 	My Commission Expires: 7-19-2019


     

    	 	 	ALBA L. BUENO
	 	NOTARY PUBLIC	Notary Public - State of Florida
	 	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
		 	 
	 	 	By:	/s/ Kolleen Cobb	 
	ATTEST:	/s/ Juan Godoy	 	 		 
	Printed Name:	Juan Godoy	 	 	
               

            	 
		Asst. Secretary	 	Title:	Kolleen Cobb, Vice President	 
	Printed Name:	 	 	 	 	 
	Title:	 	 	Date:	October 23, 2015	 


      
        

        

        	TWO WITNESSES:	 
	/s/ Carla Eraw	 
	Printed Name: 	Carla Eraw	 
	 	 
	/s/ Jessica Alvarez	 
	Printed Name: 	Jessica Alvarez	 


          

      

    

    	
            STATE OF FLORIDA

          	
            )

          
	
            COUNTY OF MIAMI-DADE

          	
            )

          


     

    The foregoing instrument was acknowledged before me this
      23rd day of October, 2015, 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.

     

    	 	 	/s/ Jessica Alvarez
	 	 	Notaty Public
	 [ILLEGIBLE]	Jessica Alvarez	Print Name:
	 	MY COMMISSION # FF 030333	My commission expires:
	 	 EXPIRES: October 23, 2017	 
	 	 Bonded Thru Notary Public Underwriters	 


     

    
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	Joined by:	 	 
	 	 	
		 	CITY OF ORLANDO, FLORIDA, a Florida municipal corporation
		 	 
	ATTEST: 	 	By:	 /s/ Jim Gray	 
	By:	/s/ Celeste Brown	 			 
	Printed Name:	Celeste Brown	 	Printed Name:	
              Jim Gray

            	 
	Title:	City Clerk	 	Title:	 Mayor Pro Tem	 
		 	 	 	 	 
	[Official Seal]	 	 	Date:	 10/26/15	 


      

        	 	 	 	 	 
	
                 

              	
                APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE CITY OF ORLANDO, ONLY, THIS 30 DAY OF Oct, 2015.

              
	
                 

              	
                 

              
	
                 

              	
                By:

              	/s/  [ILLEGIBLE]	 
	
                 

              	
                Title:

              	[ILLEGIBLE]	
                 

              
	
                 

              	
                Printed Name:

              	[ILLEGIBLE]	 


      

    

  

   

   

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