• A RESOLUTION OF THE FLORIDA DEVELOPMENT FINANCE CORPORATION (THE “FDFC”) SUPPLEMENTING AND AMENDING RESOLUTION NO. 15-04 OF THE FDFC DATED AUGUST 5, 2015, WHICH PROVIDED FOR THE FINANCING AND REFINANCING OF A PORTION OF THE COST OF THE DEVELOPMENT, DESIGN, ACQUISITION, CONSTRUCTION, INSTALLATION, AND EQUIPPING OF CERTAIN PORTIONS OF A PRIVATELY OWNED AND OPERATED INTERCITY PASSENGER RAIL SYSTEM WITH STATIONS LOCATED IN ORLANDO, WEST PALM BEACH, FORT LAUDERDALE AND MIAMI, FLORIDA FOR THE BENEFIT OF ALL ABOARD FLORIDA -- OPERATIONS LLC, NOW KNOWN AS BRIGHTLINE TRAINS LLC (OR ANY AFFILIATE THEREOF, THE “BORROWER”), AS PREVIOUSLY SUPPLEMENTED AND AMENDED BY RESOLUTION NO. 17-09 OF THE FDFC DATED esISSUANCE BY THE FDFC OF NOT TO EXCEED $600,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS SURFACE TRANSPORTATION FACILITY REVENUE BONDS (BRIGHTLINE PASSENGER RAIL PROJECT – SOUTH SEGMENT), SERIES 2017 (THE “PRIOR BONDS”), AND A LOAN OF THE PROCEEDS THEREOF TO THE BORROWER IN AN AMOUNT EQUAL TO THE PRINCIPAL AMOUNT OF THE PRIOR BONDS, IN ORDER TO: (I) PROVIDE FOR THE ISSUANCE BY THE FDFC OF NOT TO EXCEED $1,750,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS SURFACE TRANSPORTATION FACILITY REVENUE AND REFUNDING REVENUE BONDS (BRIGHTLINE PASSENGER RAIL PROJECT), SERIES 2018 (THE “SERIES 2018 BONDS”), AND A LOAN OF THE PROCEEDS THEREOF TO THE BORROWER IN AN AMOUNT EQUAL TO THE PRINCIPAL AMOUNT OF THE SERIES 2018 BONDS; (II) PROVIDE THAT THE SERIES 2018 BONDS MAY BE ISSUED IN ONE OR MORE SERIES OR SUBSERIES FROM TIME TO TIME; (III) AUTHORIZE A NEGOTIATED SALE OF THE SERIES 2018 BONDS UPON MEETING CERTAIN CONDITIONS SPECIFIED HEREIN; (IV) DELEGATE TO EACH OF THE CHAIRMAN, VICE CHAIRMAN, EXECUTIVE DIRECTOR AND SECRETARY OR ASSISTANT SECRETARY OF THE FDFC THE POWER TO APPROVE THE FINAL TERMS AND DETAILS OF THE SERIES 2018 BONDS AND RELATED DOCUMENTS UPON SATISFACTION OF THE CONDITIONS SET FORTH HEREIN; (V) APPROVE AN AMENDED FORM OF AND THE USE OF ONE OR MORE PRELIMINARY LIMITED OFFERING MEMORANDA FOR THE OFFERING OF THE SERIES 2018 BONDS AND AUTHORIZE AND APPROVE PREPARATION OF ONE OR MORE FINAL LIMITED OFFERING MEMORANDA IN CONNECTION WITH SUCH NEGOTIATED SALE OF THE SERIES 2018 BONDS; (VI) AUTHORIZE AN AMENDED FORM OF AND THE EXECUTION AND DELIVERY OF ONE OR MORE BOND PURCHASE AGREEMENTS WITH RESPECT TO THE SERIES 2018 BONDS UPON SATISFACTION OF THE CONDITIONS SET FORTH HEREIN; (VII) AUTHORIZE AN AMENDED FORM OF AND THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST AND OF A SENIOR LOAN AGREEMENT, WHICH MAY AMEND AND RESTATE THE SENIOR LOAN AGREEMENT PREVIOUSLY APPROVED, AND SUPPLEMENTS THERETO; (VIII) APPROVING AN AMENDED FORM OF COLLATERAL AGENCY, INTERCREDITOR AND ACCOUNTS AGREEMENT, WHICH MAY AMEND AND RESTATE THE COLLATERAL AGENCY, INTERCREDITOR AND ACCOUNTS AGREEMENT PREVIOUSLY APPROVED, AND A DISCLOSURE DISSEMINATION AGENT AGREEMENT WITH RESPECT TO THE SERIES 2018 BONDS; (IX) AUTHORIZE THE EXECUTION AND DELIVERY OF OTHER RELATED INSTRUMENTS, DOCUMENTS, AGREEMENTS AND CERTIFICATES; (X) PROVIDE FOR OTHER MISCELLANEOUS MATTERS IN CONNECTION WITH THE FOREGOING; AND (XI) PROVIDE AN EFFECTIVE DATE.