Exhibit 10.20

     

    SECOND AMENDMENT TO THE

         PREMISES LEASE AND USE AGREEMENT

     

    THIS SECOND AMENDMENT TO
        THE PREMISES LEASE AND USE AGREEMENT (the “Second 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, the
      Authority and Rail Company entered into that certain Premises Lease and Use Agreement dated January 22, 2014, as amended by that certain First Amendment to the Premises Lease and Use Agreement dated September 25, 2015 (the “Agreement”); 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 terms of the Agreement relating to the extension of the Escrow Term and other matters.

     

    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.             Article 2: Term.
      Article 2 of the Premises Lease and Use Agreement is hereby amended, deleted and replaced with the following:

     

    This Agreement shall commence upon the Effective Date. Rail Company’s obligation to pay rent shall
      commence upon the earlier of (i) commencement of Rail Company’s revenue-generating Rail Transportation Business at the Airport (“Revenue Operations”) following completion of the Improvements to be completed by Rail Company pursuant to Section 6.02
      hereof, or (ii) the Authority’s Substantial Completion of the South Airport APM Complex (the “Rent Commencement Date”). The term of this Agreement shall expire on the date that is fifty (50) years from Rent Commencement Date (hereinafter referenced
      to as the “Term”), unless sooner terminated in accordance with the terms and provisions hereof. The obligation of Rail Company to begin operation of it Rail Transportation Business is estimated to commence as provided in the Master Timeline as
      provided in the Rail Line Easement Agreement; provided, however. Rail Company’s obligation to commence its Rail Transportation Business is conditioned upon the Authority causing (i) the completion of the Rail Station Building (including all punch
      list items), (ii) completion of the Platform, (iii) the completion of all access roads so that the Rail Station Building has legal ingress and egress, and (iv) completion of the APM. The obligation of Rail Company to pay amounts owed hereunder for
      its use of the Premises shall survive expiration or earlier termination until such amounts are paid in full. It is the intention of the Authority and Rail Company that on the date that Rail Company commences its Rail Transportation Business, that all
      construction work in connection with the Rail Station Building, the Improvements and all other ancillary improvements shall be one hundred percent (100%) completed with no punch list items or other unfinished or defective items and all ancillary
      services which serve the Rail Station Building (including, without limitation, rental car services, concessions, etc.) shall be fully operational so that passengers, customers, guests and others who enter the Rail Station experience a fully
      operational passenger rail station with all complementary amenities. If the Rail Company has commenced Revenue Operations and the operations by the rental car facilities on the Airport serving the Rail Station Building has not commenced, Rail Company
      shall receive a day for day credit against Rent until the commencement of operations by the rental car facilities

     

    
      	
               

            	
              City Council Meeting: 1-25-16

            
	
               

            	
              Item: J-2 Documentary: 160125J02

            


    

    
      
        

      

    

                   4.             Article 3: Premises. Paragraphs 1 and 2 of Section 3.01 entitled Premises
        are hereby amended by deleting them in their entirety and replacing same with the following:

     

    1.          The Premises is to be 35,494.02 square feet located on the first and fourth floor of the Rail Station Building, which includes hold rooms, ticket counters baggage
      operations and back office, and approximately 73,867.44 square feet of Platform on the third floor, all of which is more specifically depicted on Exhibit “B.”

     

    2.          The Design for the Rail Station Building is nearly complete and the parties agree the attached Exhibit “B” depicts the Premises and Platform that will be constructed,.
      Any subsequent changes to the Premises, except as set forth herein, shall be evidenced by an amendment to this Agreement.

     

    5.              Fair Market Rental Value Section 4.01 entitled Determination of Fair Market Rental Value and Section 4.03 entitled Change in Annual Rent
        are hereby amended by deleting them in their entirety and replacing same with the following:

     

    4.01          Determination
          of Fair Market Rental Value. The initial Fair Market Value for the annual rental of the Premises including conditioned space (i.e., hold rooms, back office, and ticket counters), and unconditioned space (i.e., Platform, baggage
      handling) shall be determined by applying the then current rate making model for airlines excluding debt service, miscellaneous direct reimbursements, airline equipment requirements, baggage system expenses, FIS requirements and available PFC
      Revenues.

     

    In the event the then Fair Market Value of the Premises has not been determined until after the date
      upon which the required adjustment is to become effective, the annual rent previously in effect shall continue until such Fair Market Value and the new annual rent is determined. Once determined, the new annual rent shall become effective,
      retroactive to the date upon which such adjustment was required, and within ten (10) days after the Rail Company has received notice of the new annual rent, Rail Company shall pay to the Authority any additional annual rent that is due and owing, if
      any. The rate making model is the same as used for determining rental rates for airlines at the North Terminal Complex with the exception that it does not include debt service.

    
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      ***

      4.03          Change
            in Annual Rent. The initial determination of the annual rent shall be as described above in Section 4.01 and shall be fixed for five (5) years commencing on the Rent Commencement Date. Thereafter, the Authority and Rail Company agree
        that, once every five (5) years the then current rate making model for airlines shall be applied, but shall not include debt service, miscellaneous direct reimbursements, airline equipment requirements, baggage system expenses, FIS requirements and
        available PFC Revenues to determine the Fair Market Value for conditioned space and unconditioned space. The rate making model uses a commercial compensatory ratemaking methodology in order to recover from the Rail Company its fairly allocated
        share of Airport costs in accordance with the U.S. Department of Transportation’s Policy Regarding Airport Rates and Charges. 61 Fed. Reg. 31994 (June 21, 1996) and other applicable law. The annual rent shall be adjusted for each such five (5) year
        period based on the then current rate making model but in no event shall the annual rent be reduced and shall not be increased by more than 35%.

       

      6.              Article 5: Rail Station Building Design. Paragraphs 4 and 6 of Section 5.01 entitled Design Coordination of the Premises Lease and Use Agreement are hereby amended, deleted and replaced with the following:

       

      4.          The design of the Rail Station Building is complete and has been approved by Rail Company

       

      ***

    

    6.          The Authority, at the Rail Company’s sole cost and expense, shall design the Rail Station Building to include the primary infrastructure for the following services
      inside the Premises for use by Rail Company and, subject to the approval and funding of the same pursuant to the Early Work Funding Agreement, the Authority shall install the infrastructure for same as part of the Rail Station Building: HVAC,
      electrical, plumbing, fire protection, fire alarm and telephone/communications/information technology. To facilitate the Authority’s completion of the design of such systems as part of the Rail Station Building, the Rail Company shall provide the
      information needed by the Authority to coordinate design loads required for such systems. Subject to funding pursuant to the Embankment Work Funding Agreement, the Authority shall, at Rail Company’s expense, complete the procurement and installation
      of the infrastructure for such systems, attached hereto as Exhibit “J”, as part of the Rail Station Building (the “Primary Infrastructure Work”).

     

    Because the funding of the Primary Infrastructure design and installation must occur prior to satisfaction of the Escrow Conditions, the obligation of the Rail Company to fund the costs are set forth
      in the Embankment Funding Agreement.

     

    
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    7.             Article 9: Operation and Maintenance of the Airport: Section 9.04(1) entitled Security
            for Performance of the Premises Lease and Use Agreement is amended and replaced with the following:

     

    9.04(1) Rail Company shall provide the Authority within thirty (30) days after the Revenue Operations
      with a contract bond, irrevocable letter of credit or other similar security reasonably acceptable to the Authority (“Performance Security”) in an amount equal to one (1) year annual rental payable by Rail Company pursuant to Article 4, to guarantee
      the faithful performance by Rail Company of its obligations under this Agreement and the payment of all rentals, fees and charges due hereunder. Rail Company shall be obligated to maintain such Performance Security in effect until the expiration of
      sixty (60) consecutive months following the commencement of Revenue Operations (the “Performance Security Termination Date”). If no Event of Default exists as of the Performance Security Termination Date, the Performance Security shall be returned to
      Rail Company within thirty (30) days. If an Event of Default exists as of the Performance Security Termination Date, the Performance Security shall be returned to Rail Company within thirty (30) days after the Event of Default is cured. Such
      Performance Security shall be in a form and with a company reasonably acceptable to the Authority and licensed to do business in the State of Florida. In the event that any such Performance Security shall be for a period less than the full period
      required by this Section or if Performance Security shall be canceled. Rail Company shall provide a renewal or replacement Performance Security for the remaining required period at least thirty (30) days prior to the date of such expiration or
      cancellation. The Authority may waive any requirement herein in its exclusive discretion.

     

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    [SIGNATURES PAGE TO FOLLOW]

    
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    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.

    
      		 	 
	 	 	
              “GOAA”

            
	 	 	
              GREATER ORLANDO AVIATION

            
	
              ATTEST

            	 	
              AUTHORITY

            
	
              /s/ Dayci S. Burnette-Snyder

            	 	 	 
	
              Dayci S. Burnette-Snyder,

            	 	
              By:

            	
              /s/ Phillip N. Brown

            	 
	
              Assistant Secretary

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

            
	
              Date: December 23, 2015

            	 	 	
              Executive Director

            
	 	 	 	 
	 	 	
              APPROVED AS TO FORM AND LEGALITY this 21st day of December, 2015, for the use and reliance by the GREATER ORLANDO AVIATION AUTHORITY, only.

            
	 	 	 
	
               

            	 	
              Marchena and Graham, P.A., Counsel.

            
	
               

            	
               

            	 	 	 
	 	 	
              By

            	
              /s/ Marchena and Graham

            
	 	 	 	
              Marchena and Graham, P.A.

            


    

     

    
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                ALL ABOARD FLORIDA – OPERATIONS LLC

              
	 	 	 	 	 	 	 	 	 	 
	
                ATTEST:

              	/s/ Kolleen Cobb	 	
                By:

              	
                /s/ Vincent Signorello

              	 
	 	   	Kolleen Cobb, Secretary	 	 	Vincent Signorello, Vice President	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	
                Date: December 18, 2015

              	 


      

      

      

      
        	
                TWO WITNESSES:

              	 	 
	 	 
	
                /s/ Donna Wright

              	 
	
                Printed Name:

              	
                Donna Wright

              	 
	 	 	 	 	 	 
	
                /s/ Jessica Alvarez

              	 	 	 
	
                Printed Name:

              	
                Jessica Alvarez

              	 	 	 	 


      

    

     

    STATE OF FLORIDA          )

    county of Miami-Dade         )

     

    The foregoing instrument was acknowledged
        before me this 18th day of December, 2015, by Vincent Signorello, 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	 
	 	 	 	
            Notary Public

          	 
	 Notary Public	
            JESSICA ALVAREZ

          	 	
            Print name:

          	 
	STATE OF FLORIDA	
            MY COMMISSION #FF 030333

          	 	
            My commission expires:

          	 
	 	
            EXPIRES: October 23, 2017

          	 	 	 
	 	
            Bonded  Thru Notary
                Public Undewriters

          	 	 	 


     

    
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    JOINDER

     

    The City of Orlando hereby
      joins in the Orlando International Airport Premises Lease and Use Agreement dated January 26, 2016 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: January 26, 2016.

     

    
      	ATTEST:	 	CITY OF ORLANDO
		 	 
	/s/  Celeste Brown	 	By:	
              /s/ Antonio Ortiz

            
		 	Name:	
              Antonio Ortiz

            
		 	Title:	Mayor Pro Tem


    

     

     [OFFICIAL SEAL]

     

    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  Antonio Ortiz and  Celeste Brown respective Mayor Pro Tem and 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 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 27 day January 2016.

     

    	 	  	 	 /s/ Carolyn A. Skuta	 
	 	  	 	
            Notary Public

          	 
	
            Notary Public

          	
            CAROLYN A. SKUTA

          	 	
            My commission expires:

          	 
	
            State of Florida

          	
            Notary Public - State of Florida

          	 	 	 
	 	
            My Comm Expires Apr 4, 2017

          	 	 	 
	 	
            Commission # EE 858548

          	 	 	 
	 	
            Bonded Through National Notary Assn

          	 	 	 


     

    

    

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