- 1 - PERPETUAL AERIAL EASEMENT ACQUISITION AGREEMENT ...

Exhibit 2Page 1 of 55PERPETUAL AERIAL EASEMENT ACQUISITION AGREEMENTTHIS PERPETUAL AERIAL EASEMENT ACQUISITION AGREEMENT("Agreement"), made and entered into this ____ day of ______________, 2012, by andbetween BROWARD COUNTY, a political subdivision of the state of Florida, hereinaftercalled the "COUNTY," and FLORIDA EAST COAST RAILWAY, L.L.C., a limited liabilitycompany duly authorized to do business in the State of Florida with its principal place ofbusiness in the City of Jacksonville, County of Duval, State of Florida, hereinafter calledthe "COMPANY,"WITNESSETH:WHEREAS, the COUNTY is presently engaged in the construction and expansionof Runway 9R/27L ("Runway Expansion") for the Fort Lauderdale-HollywoodInternational Airport ("Airport"); andWHEREAS, as part of such Runway Expansion, the COUNTY plans to constructrunway/taxiway bridge structures(s) and necessary approaches and appurtenances(collectively, "Runway Bridge Structures"), that will cross over the COMPANY's right ofway and tracks from a point at Milepost 344 + 4,922 feet at the north end to a point atMilepost 345 + 1,136 feet at the south end; andWHEREAS, the COUNTY desires to acquire a perpetual aerial easement fromCOMPANY covering the air space described in Exhibit 1, attached hereto and made apart hereof ("Aerial Easement"), to allow for the location and operation of the RunwayBridge Structures within such airspace, and to protect the approach and aeronauticalsurfaces with respect thereto; andWHEREAS, the COMPANY desires to convey the Aerial Easement to theCOUNTY, for the consideration and upon the terms and conditions hereinafter set forth;andWHEREAS, contemporaneously with the COUNTY's acquisition of the AerialEasement, the COMPANY and the COUNTY desire to enter into a First Amendment toRailroad Reimbursement Agreement Grade Separation Agreement, in the form attachedhereto and made a part hereof as Exhibit 5; andNOW, THEREFORE, in consideration of the mutual undertakings as herein setforth, the parties hereto agree as follows:- 1 -

Exhibit 2Page 2 of 551. Recitations. The foregoing recitations are true and correct and are herebyincorporated herein by this reference. The Effective Date of this Agreement shall bethe date on which it has been executed by both parties hereto ("Effective Date").2. Consideration. COUNTY agrees to pay as the total "Purchase Price" forthe Aerial Easement, in the manner and at the times hereinafter specified, the totalsum of One Million Five Hundred Thousand Dollars ($1,500,000.00) on theclosing date, as provided in paragraph 5, below.(a) On the closing date, the COUNTY shall pay the Purchase Price tothe COMPANY and the COMPANY shall deliver to COUNTY a duly executedAerial Easement, in form attached to this Agreement as Exhibit 1. On theclosing date the COMPANY and the COUNTY shall also execute the FirstAmendment to Railroad Reimbursement Agreement Grade SeparationAgreement, in form attached to this Agreement as Exhibit 5.(b)Condition Precedent to Closing:(1) The parties acknowledge that there is a condition precedentto the closing of the County's purchase of the Aerial Easement and theconveyance of the Aerial Easement by the Company to the County,which condition precedent is described below and is referred to as the"Condition Precedent."(2) FAA Determination: A Condition Precedent to the closingand conveyance of the Aerial Easement is that one of the followingconditions shall have occurred: (i) the Federal Aviation Administration("FAA") shall have provided, as to the matters identified in Exhibit 6,attached hereto and made a part hereof, a written determination of nohazard to air navigation, or (ii) the FAA shall have made a comparablewritten determination that is acceptable to both the County and theCompany, or (iii) the COMPANY's authorized representative and theCOUNTY's Director of Aviation agree in writing to proceed with theclosing of the transaction and the conveyance of the Aerial Easement.Both of the parties shall cooperate with each other and with the FAA incompleting the Form 7460 or equivalent submission, and shallcooperate in providing such information as the FAA may request.3. Conveyance. The Aerial Easement shall be conveyed by COMPANY toCOUNTY by delivery of a properly executed and acknowledged instrument ofconveyance in form attached hereto and made a part hereof as Exhibit 1, whichshall be free and clear of all liens, charges and encumbrances, except the following"Permitted Exceptions":- 2 -

Exhibit 2Page 3 of 55(a)(b)(c)Zoning regulations and prohibitions imposed by governmentalauthority.Property taxes for the year of closing and subsequent years.The matters set forth on Exhibit 2 attached hereto and made a parthereof.4. Documentary Stamps; Personal Property Taxes; Recording Costs.COUNTY shall cause to be placed upon the Aerial Easement deed state surtax anddocumentary stamps as required by law. COMPANY shall pay all property taxesthat are an encumbrance on the property and the cost of recording any correctiveinstruments necessary to assure good and marketable title. COUNTY shall pay forthe cost of recording the Aerial Easement instrument. There will be no proration ofproperty taxes, rents, revenues, or other such charges at the closing.5. Time and Place of Closing. It is agreed that this transaction shall beclosed and the COUNTY shall pay the Purchase Price, as adjusted as provided bythis Agreement, and the parties shall execute all papers or documents necessary tobe executed by the respective parties under the terms of this Agreement on orbefore December 31, 2012, at the offices of the "Closing Agent" (as hereinafterdefined), or at the Broward County Governmental Center, located at 115 SouthAndrews Avenue, Ft. Lauderdale, Florida at a room to be designated by COUNTYprior to closing, or at such other place as the parties may agree. However, nothingcontained in this provision shall act or be construed as a limitation of any sort uponany of the time periods established in this Agreement, and closing may bepostponed at the election of the COUNTY in order to satisfy such provisions. If theclosing of this transaction shall not have occurred prior to December 31, 2012, thisAgreement shall terminate on such date, unless prior to December 31, 2012, theparties agree in writing to extend the closing date beyond December 31, 2012. TheCOUNTY Director of Aviation is authorized, on behalf of the County, to sign anyextension of the closing date including an extension beyond December 31, 2012.(a) The Title Company issuing COUNTY's title insurance policy shall act as"Closing Agent" at the closing and shall hold and disburse such funds as arerequired pursuant to this Agreement. At the closing the COMPANY shall deliverto the Closing Agent a NO LIEN AFFIDAVIT AND INDEMNITY in the form ofExhibit 3.- 3 -

Exhibit 2Page 4 of 556. Title: Satisfaction of Encumbrances: Possession.(a) The proceeds of sale shall be paid by the COUNTY to COMPANY atclosing, less any credits to COUNTY or other payments required to be paidby COMPANY pursuant to the provisions of this Agreement, if any.(b) Except as provided in Section 3, above, for Permitted Exceptions,any and all leases, mortgages, liens, encumbrances, claims, or any otherdebts affecting the title to the Aerial Easement ("Encumbrances") that areoutstanding on the date of closing shall either: (i) be subordinated to theAerial Easement, on a form approved by COUNTY; or (ii) discharged andsatisfied at closing and in such event an amount shall be paid byCOMPANY to the Closing Agent as may be necessary to discharge suchEncumbrances that are not subordinated. The "Permitted Exceptions" shallnot be considered an "Encumbrance" under any provision of thisAgreement.(c) From funds received from the COMPANY by the Closing Agentpursuant to subparagraph (b)(ii), above, the Closing Agent shall cause to beissued separate checks payable to the respective mortgagees, lienors, orencumbrancers, to satisfy or subordinate such Encumbrances. The ClosingAgent shall arrange to exchange such checks for the instrumentsnecessary to satisfy or subordinate such Encumbrances. COMPANY shalldeposit in escrow with the Closing Agent cleared funds in the amountspecified by the Closing Agent not later than three (3) days prior to thescheduled closing. Notwithstanding the forgoing provisions, the partiesacknowledge that receipt of properly executed subordination agreements,in form satisfactory to the Closing Agent, from the lenders and companiesidentified as items 3, 4, 5, 6, 7, 8, 14, 15, 16, 17, 18, and 19 on Schedule B-I("Schedule B-I") and as identified as items 14, 16, 17, 18, 19, and 20 onSchedule B-II ("Schedule B-II") of the Title Commitment attached hereto asExhibit 4 ("Title Commitment") shall satisfy subparagraph 6(b) as to suchlenders and companies.(d) The COUNTY shall obtain an owner's policy of title insurance for theAerial Easement instrument, and the COUNTY and COMPANY shall meetthe requirements of the title insurer and Florida Statutes, Section 627.7841in order to require the title insurer to insure the period of time between theeffective date of the title commitment and the date of recording the AerialEasement instrument. The Title Company issuing COUNTY's titleinsurance policy shall act as "Closing Agent" at the closing and shall holdand disburse the Purchase Price funds and such other funds as arerequired as provided in this Agreement.- 4 -

Exhibit 2Page 5 of 55(e) Title shall be considered defective unless it shows COMPANY tohave marketable fee simple title to the Aerial Easement property describedon Exhibit 1 in accordance with Title Standards adopted from time to timeby the Florida Bar, free and clear of all leases, options to purchase,contracts for sale, ownership of any improvements by others, unpaid taxes,liens, encumbrances, exceptions and qualifications other than thePermitted Exceptions and those which shall be discharged by COMPANYor subordinated at closing to the Aerial Easement to be conveyed toCOUNTY, all at COUNTY's sole discretion.(1) The exceptions listed on Schedules B-I and B-II of Title Commitmentattached hereto and made a part hereof as Exhibit 4, (except thePermitted Exceptions), shall be cured or removed by COMPANY asprovided herein, on or before the closing and conveyance of theAerial Easement. If any subsequent update to the Title Commitmentshows any additional exceptions, such shall also be cured orremoved by COMPANY on or before the closing and conveyance ofthe Aerial Easement.(2) With respect to leases, options to purchase, contracts for sale andownership of improvements by others, and all other matters exceptthe Permitted Exceptions, the COMPANY shall deliver title to theAerial Easement free of these interests at the time otherwise set forclosing under this Agreement.7. Leases, Options, Easements, Contracts and Other Interests. Exceptwith respect to the Permitted Exceptions, COMPANY agrees that it will take allnecessary action, including the expenditure of all reasonable sums of money, toterminate (and/or subordinate to the Aerial Easement) any and all leases, rights oroccupancy, options to purchase, contracts for sale, and interest(s) of any otherperson(s) in and to the real property or any part thereof or in and to anyimprovement(s) thereon set forth on Schedule B-1 and Schedule B-II of TitleCommitment, as it may be updated prior to closing (Exhibit 4), so that, at closing,the COMPANY will convey the Aerial Easement rights to COUNTY free and clearof all such items and furnish to COUNTY written evidence of such termination orsubordination.8. Special Assessments. The term Special Assessment Lien(s) shallmean all liens on the property arising out of a special improvement by any city,town, municipal corporation, county or other governmental entity pursuant to anygeneral or special act of the legislature providing a special benefit to land abutting,adjoining or contiguous to the special improvement. Said special improvementshall include, but is not limited to, paving, repaving, hard surfacing, rehardsurfacing, widening, guttering, and draining of streets, boulevards, alleys andsidewalks; construction or reconstruction of sanitary sewers, storm sewers, drains,- 5 -

Exhibit 2Page 11 of 55PERPETUAL AERIAL EASEMENT ACQUISITION AGREEMENT BETWEENBROWARD COUNTY AND FLORIDA EAST COAST RAILWAY, L.L.C.COUNTYATTEST:_______________________________Broward County Administrator, asEx-officio Clerk of the Broward CountyBoard of County CommissionersBROWARD COUNTY, by and throughits Board of County CommissionersBy____________________________Mayor____ day of ______________, 2012Approved as to form byJoni Armstrong CoffeyBroward County AttorneyGovernmental Center, Suite 423115 South Andrews AvenueFort Lauderdale, Florida 33301Telephone: (954) 357-7600Telecopier: (954) 357-7641By__________________________Christine C. Lee Date:Senior Assistant County AttorneyCCL/Aerial Easement Acq Agreement11/16/12#12-071-07- 11 -

Exhibit 2Page 12 of 55EXHIBIT 1PERPETUAL AERIAL EASEMENT(including legal description)

Exhibit 2Page 13 of 55Prepared by and Return to:Christine C. LeeSenior Assistant County AttorneyGovernmental Center, Suite 423115 South Andrews AvenueFort Lauderdale, Florida 33301PERPETUAL AERIAL EASEMENTThis PERPETUAL AERIAL EASEMENT ("Easement") is made this __ day of ______,2012, by FLORIDA EAST COAST RAILWAY, L.L.C., a Florida limited liability company, whoseaddress is ____________, Jacksonville, Florida ________, as the Grantor, in favor ofBROWARD COUNTY, a political subdivision of the State of Florida with its mailing address at115 South Andrews Avenue, Suite 409, Fort Lauderdale, Florida 33301, as the Grantee.(Wherever used in this document, the terms "Grantor" and "Grantee" shall mean both singularand plural, as the context requires, and shall include all the parties to this instrument and theirheirs, personal representatives, successors, agents and assigns).WITNESSETH:THAT THE GRANTOR, for and in consideration of the sum of One Dollar and other goodand valuable consideration, the receipt and sufficiency of which is hereby acknowledged,hereby grants unto the Grantee, its successors and assigns, a Perpetual Aerial Easement, asdescribed in Exhibit A, attached hereto and made a part hereof ("Easement Property") for thepurpose of constructing, operating and maintaining Grantee's runway and taxiway bridgestructures, approaches, appurtenances, and improvements thereto (collectively "Runway BridgeStructures") over, across and above Grantor's property, which real property of Grantor is directlybelow the Easement Property ("Grantor's Rail Corridor Property"), which property is located inBroward County, Florida.TO HAVE AND TO HOLD said Easement Property in perpetuity unto the Grantee, andits successors and assigns, until said Easement Property shall be abandoned and shall ceaseto be used by Grantee, its successors, and assigns. This Perpetual Aerial EasementPage 1 of 3

Exhibit 2Page 15 of 55PERPETUAL AERIAL EASEMENT BY FLORIDA EAST COAST RAILWAY, L.L.C., TOBROWARD COUNTYSTATE OF FLORIDACOUNTY OF BROWARDThe foregoing instrument was acknowledged before me this _________ day of___________________, 2012, by _____________________________ of FLORIDA EASTCOAST RAILWAY L.L.C., a Florida limited liability company, on behalf of the company, who ispersonally known to me or who produced ____________________ as identification.Print Name: __________________________Notary Public in and for the Countyand State last aforesaid.My Commission Expires: ________________Serial No., if any: _______________________Page 3 of 3

Exhibit 2Page 16 of 55EXHIBIT "A"Perpetual Aerial Easement PropertyLegal Description and SketchCONVEYANCE BY FLORIDA EAST COAST RAILWAY, L.L.C. (Grantor),in favor of BROWARD COUNTY (Grantee)

Exhibit 2Page 18 of 55SCALE: 1" = 300'PARCEL •A•FORT LAUDERDALE-HOLLYWOODINlERNA nONAL AIRPORT FIFlHADDinON P.B. 162, PG. 45, B.C.R.NEW TAXI-WAYSAFETY AREATAXI-WAY •H•II--~--1-\CENTERUNENEW RUNWA)10R I 28L---1085.48's8s·ss'59"E'·t.:··.~.c·;.:": i·: = OVERLAP AREA'.... t ....:: '-"".:: :. OF CLEAR ZONEEASEMENT, O.R.B.14055, PG. 208, B.C.R.,(56,277 SQUAREFEET, 1.292 ACRES)TRACT •A•FORT LAUDERDALE-HOLLYWOODINTERNA nONAL AIRPORT N E 1 Oth STREET_ PB 114 P. 45 BCR __• •__ _______..------------------~------------~~----,_.,_.~ISKETCH & DESCRIPTION__EG~Sr.!i!-. ~ OAT£ 11L30l10 OAT£ REVISIONSBROWARD COUNTYAIR RIGHTS EASEMENT consulting engineers SCALE 1" = 300' 12/16/11 l1llE & DESC.A PORTION OF THE FLORIDA301 EAST A TUN TIC BOULEVARDPOI.IPANO BEACH, FLORIDA J.J06o-664J RELO BK. N/AEAST COAST RAILWAY (954) 788-3400 FAX (954) 788-3500EMAIL· ma17tlkelth-assoc/atss.com LB Na 6860RIGHT-OF-WAY OWNG. BY~SECTION 27-40-42SHEET ....2:...._ OF~QTY OF' FT. LAUDERDALE, BROWARD COUNTY, FLORIDA IJRAMNG NQ 07500.00CHK. BY MMMI7/27/11 PER COMMENTSI

Exhibit 2Page 19 of 55NOT TO SCALE'BROWARD COUNTYAIR RIGHTS EASEMENTFLORIDA EAST COAST ;rRAILWAY RIGHT-OF-WAY NEXISTING RAILSN45.35'09"EFLORIDA EASTCOAST RAILWAYRIGHT-OF-WAY1653.23'1653.23'SKETCH & DESCRIPTION_EG.B1,f.;;!- 2"2.:BROWARD COUNTYAIR RIGHTS EASEMENT consulting engineersA PORTION OF THE FLORIDA301 EAST ATLANTIC BOIJLEVAHOPOMPANO BEACH. FLORIDA .J306o-6643EAST COAST RAILWAY (954) 788-3400 FAX {954) 788-3500EMAIL: maHtllcelth-assoclates.com l8 Na 6860RIGHT-OF-WAYSECTION 27-40-42SHEET~ OF~C1TY OF FT. LAUDERDALE, BROWARD COUNTY, FLORIDA DRAWING Na 07500.00DATE 11L30L10SCALE NLARELO BK. N/ADWNG. BY _Q§__CHK. BY MMMDATE REVISIONS7/27/11 PER COMMENTS12/16/11 lln.E &: DESC.

Exhibit 2Page 20 of 55EXHIBIT "B"TERMS AND CONDITIONS OF PERPETUAL AERIAL EASEMENTCONVEYANCE BY FLORIDA EAST COAST RAILWAY, L.L.C. (Grantor),in favor of BROWARD COUNTY (Grantee)The Grantee shall have, for the use and benefit of the public and as further described herein, acontinuing and perpetual public right of free, unrestricted and unobstructed flight, passage,operation, access and navigation by aircraft of any and all kinds, construction, size andcharacter, existing now or in the future, in the airspace within, the Easement Property and onthe surfaces of the Runway Bridge Structures to be constructed by Grantee within theEasement Property, for navigation of or flight in the said airspace and on the surface of saidrunway and taxiway structures; and for use of said surfaces and airspace within the EasementProperty for landing on or taking off from, or operating at the Grantee's airport, known as the"Fort Lauderdale-Hollywood International Airport" (the "Airport") and to commit such intrusionsupon and against the land and airspace below the Easement Property as are appurtenant tothe operation of aircraft on the surfaces of the Runway Bridge Structures and the flight of aircraftwithin the Easement Property. The Grantee further shall have, for the use and benefit of thepublic, a continuing public right of free, unrestricted and unobstructed use of the Runway BridgeStructures for all activities appurtenant to the operation of aircraft, including without limitation,use by emergency ground vehicles; pavement maintenance, rehabilitation and repair; pavementinspection and the removal of foreign object debris; and the inspection, maintenance and repairof runway lighting and navigational aids. As used herein, the term "aircraft" shall mean any andall types of devices used or intended to be used for flight in the air, whether now in existence orhereafter manufactured and developed, to include, but not be limited to, jet aircraft, propellerdriven aircraft, civil aircraft, military aircraft, commercial aircraft, helicopters and all types ofaircraft or vehicles now in existence or hereafter developed, regardless of existing or futurenoise levels, for the purpose of transporting persons or property through the air, by whoeverowned or operated.The Grantee further shall have a right of access to Grantor’s property below the EasementProperty for the limited purpose of inspecting, maintaining, repairing, and rehabilitating theRunway Bridge Structures, and the provisions of the "Railroad-County Agreement" shall beapplicable to such activities by the Grantee. The term "Railroad-County Agreement" shall meanthe Railroad Reimbursement Agreement Grade Separation Agreement between the Grantorand the Grantee, approved by the Broward County Board of County Commissioners onDecember 13, 2011, as amended by the First Amendment to such agreement, which isexecuted by the Grantor and Grantee contemporaneously herewith ("First Amendment"), and asmay be further amended or modified from time to time. The provisions of the Railroad-CountyAgreement are hereby incorporated herein by this reference as if set forth in full, and shall beapplicable to, among other things, all activities and facilities within and under the EasementProperty.EXHIBIT "B"Page 1 of 3

Exhibit 2Page 21 of 55Grantor further agrees that said Perpetual Aerial Easement shall further have as its purpose theprohibition of intrusion into, encroachments upon and obstructions into the Easement Property,except for the Runway Bridge Structures. Grantor agrees that it shall not permit buildings,structures, facilities, improvements, vegetation or other objects to be located,constructed or remain within the Easement Property, now or in the future, other than theRunway Bridge Structures (unless otherwise agreed to in writing by the Grantee.) ThisEasement hereby grants to the Grantee the continuing right to prevent the erection or intrusionor encroachment of any building or other structure, tree, facility or vegetation, or any otherobject, whether natural or man-made that might now or in the future, extend into the airspace ofthe Easement Property, or encroach upon the Runway Bridge Structures, or in any mannerencroach upon the Easement Property (unless otherwise agreed to in writing by the Grantee).Subject to the provisions hereof, this Easement also grants to the Grantee the continuing rightto prevent any facility or activity (including, but not limited to, glaring lights or electronicinterference) on the Grantor's Rail Corridor Property that might interfere with the safe operationof aircraft using said Easement Property or taking off or landing at the Airport, unless suchactivity is necessary for the safe and efficient operation of the railroad, or the Grantee otherwiseagrees to such activity or facility pursuant to the Railroad-County Agreement. Grantor, for itself,and for its successors and assigns, does hereby covenant and agree that it will not conduct orpermit on or within the Grantor's Rail Corridor Property any facility or activity (including, but notlimited to, glaring lights or electronic interference) that might interfere with safe operation ofaircraft using said Easement Property or taking off or landing at the Airport, unless such activityis necessary for the safe and efficient operation of the railroad, or the Grantee otherwise agreesto such activity or facility pursuant to the Railroad-County Agreement. If any such facility oractivity is necessary for the safe and efficient operation of the railroad, then prior to commencingany such activity or facility installation: (i) a notice describing such proposed facility or activityshall be filed with the Federal Aviation Administration, or successor agency ("FAA") under 14CFR Part 77, as it may be amended from time to time, and also a notice of such activity orfacility installation shall, if required, be filed with the Federal Railroad Administration, orsuccessor governmental agency, and (ii) a copy of the foregoing notice(s) shall be provided tothe Grantee. If the FAA issues a written determination that the facility or activity is a hazard toair navigation (hereafter referred to as a "Hazard Determination"), then the Grantor shall notproceed with any such planned activity or facility installation, and the Grantor shall not allow orpermit on or within the Grantor's Rail Corridor Property any such facility or activity. If the FAAprovides a "No Hazard Determination" (as hereafter defined), the Grantor may proceed withsuch facility or activity following the end of any period established in the No HazardDetermination that allows for petition by interested parties. Either of the following determinationsby the FAA shall be deemed a "No Hazard Determination": (a) the FAA declares in writing that itdeclines to initiate a study of the planned facility or activity, or (b) the FAA determines in writingthat the planned facility or activity does not constitute a hazard to air navigation. The GrantorEXHIBIT "B"Page 2 of 3

Exhibit 2Page 22 of 55shall implement any conditions identified by the FAA in the No Hazard Determination that arerequired to mitigate any potential hazard to aircraft. If the FAA fails to provide either a NoHazard Determination or a Hazard Determination within ninety (90) calendar days following thedate the Grantor provides its notice under subparagraph (i) above to the FAA, then Grantor mayproceed with the planned facility or installation, subject to all applicable laws and regulations.Nothing herein shall preclude the Grantor or Grantee from pursuing any action, mitigation oraccommodation permitted by the FAA in respect of any No Hazard Determination, providedthere shall be no encroachment upon the Easement Property (unless otherwise agreed to inwriting by the Grantee). Notwithstanding anything herein to the contrary, the Grantor or theGrantee may appeal, protest or otherwise contest any determination of the FAA, including aNotice of Proposed Hazard, through proper proceedings with FAA and the United StatesDepartment of Transportation or any of its successors or agencies, as applicable. Nothingherein shall preclude Grantor or Grantee from pursuing any action or remedy provided underthen applicable federal, state and local laws and regulations.It is further understood and agreed by and between the Grantor and the Grantee that thecovenants, rights, privileges and easements granted and conveyed herein shall run with theland, and that for the purposes of this instrument, the Grantor's Rail Corridor Property shall bethe servient tenement and the Grantee's Airport shall be the dominant tenement. The remediesof injunction and specific enforcement shall be available to the Grantor and the Grantee toenforce this Easement, as well as all other remedies that may be available at law and in equity.EXHIBIT "B"Page 3 of 3

Exhibit 2Page 23 of 55EXHIBIT 2LIST OF PERMITTED EXCEPTIONS TO AERIAL EASEMENT1. Agreement recorded in O.R. Book 28046, Page 191, Public Records ofBroward County, Florida.2. Easements recorded in O.R. Book 1574, Page 612, O.R. Book 1589, Page191, Public Records of Broward County, Florida3. Easement recorded in O.R. Book 5099, Page 123, Public Records ofBroward County.4. Order of Taking recorded in O.R. Book 10050, Page 323, Public Records ofBroward County, Florida.5. Certificate recorded in O.R. Book 10121, Page 654, Public Records ofBroward County, Florida.6. Resolution recorded in O.R. Book 10061, Page 557, Public Records ofBroward County, Florida.7. Resolution recorded in O.R. Book 10061, Page 546, Public Records ofBroward County, Florida.8. Agreement recorded in O.R. Book 10513, Page 37, as affected by Matterscontained in Deeds recorded in O.R. Book 14371, Page 821, O.R. Book 14370,Page 542, O.R. Book 14055, Page 200, Public Records of Broward County,Florida.9. Matters contained in Deed recorded in O.R. Book 11763, Page 71, PublicRecords of Broward County, Florida.10. Agreement recorded in O.R. Book 11773, Page 204, Public Records ofBroward County, Florida.11. Easement recorded in O.R. Book 14055, Page 204, Public Records ofBroward County, Florida.Page 1 of 1

Exhibit 2Page 24 of 55EXHIBIT 3NO LIEN AFFIDAVIT AND INDEMNITYSTATE OF FLORIDA )COUNTY OF BROWARD )BEFORE ME, the undersigned authority, personally appeared______________________________________, in his or her capacity as __________ ofFlorida East Coast Railway, L.L.C., a Florida limited liability company, who, being by mefirst duly sworn on oath, deposes and says, collectively as the "Affiant":1. The FLORIDA EAST COAST RAILWAY, L.L.C. ("Company"), is the owner of andhas fee simple title to the following described property and the improvements thereon,subject to the “Improvements Owned by Others,” as defined below (collectively, the"Property") situate, lying and being in the County of Broward, State of Florida, to-wit:SEE Attachment 1. hereto. [ATTACH LEGAL DESCRIPTION OF FEE SIMPLEPROPERTY] As used in this Affidavit, the phrase "Improvements Owned by Others" shallcollectively mean improvements installed on, over or at the Property by the following: bySPRINT COMMUNICATIONS COMPANY L.P. pursuant to the Memorandum ofAgreement recorded in Official Records Book 20645, Page 469, of the Public Records ofBroward County, Florida and the lease referenced therein, and by any of the "PermittedExceptions" (as hereinafter defined) and by any others identified in the Title Commitmentthat have provided a subordination to the County's Easement that is acceptable to theTitle Company and the County. The "Title Commitment" referred to herein is the OldRepublic National Title Insurance Company Title Commitment, attached hereto andmade a part hereof as Attachment 2.2. That the Company has not sold, transferred, assigned or conveyed title to theProperty prior to the transfer of the contemplated Aerial Easement to BROWARDCOUNTY ("County's Easement"), a political subdivision of the State of Florida.3. That the Property is free and clear of all mortgages, liens, taxes, waste, water andsewer charges, encumbrances, judgments and claims of every nature whatsoever exceptfor real estate taxes that are not yet due and payable, and those permitted exceptions(collectively the "Permitted Exceptions") set forth in Attachment 3, attached hereto andmade a part hereof.

Exhibit 2Page 25 of 554. That no legal actions, Internal Revenue Service claims or state tax claims arepending or threatened that could ripen into a lien or encumbrance on the Property or theimprovements thereon.5. This affidavit is made for the purpose of inducing the County to part with valuableconsideration and consummate the acquisition of an Aerial Easement over the Property,and County is materially relying on the veracity of the contents hereof. The titleinsurance company selected by the County is relying upon the representations hereinmade in issuing title insurance. In this regard, the affiant(s) represents and warrants thatthe statements contained herein are true and correct in all respects.6. That for at least ninety (90) days prior to the date hereof, no material, labor orservices have been furnished, performed or supplied in connection with the Property forwhich payment has not been made in full; no material, labor or services have beencontracted to be furnished, performed or supplied at a future date in connection with theProperty for which payment has not been made in full; and there are no unpaidmechanic's, material provider's, or other liens affecting the Property, or any actual orpotential claims on account of any such material, labor or services.7. That to the best of Affiant's knowledge, no violations of municipal ordinances orother laws, statutes, rules or regulations pertaining to the Property exist, and no orders ornotices concerning any violations have been given to the Company or made against theProperty.8. That the Company alone is, and no other person(s), firm(s) corporation(s), orindividual(s) are, in control and possession of the Property, except Florida East CoastRailway Corp and under the recorded agreements and instruments that are identified inthe Title Commitment.9. That there are no existing contracts for sale, options to purchase or unrecordeddeeds, or mortgages or leases existing against the Property, except the Aerial EasementAcquisition Agreement between Broward County and FLORIDA EAST COASTRAILWAY, L.L.C.10. That there are no unrecorded easements on the Property.11. That the Company is not the subject of any bankruptcy proceeding (whetherliquidation, reorganization or other arrangement), nor is the subject of any otherinsolvency proceeding of any kind, and none of the foregoing types of proceedings arepending, contemplated or threatened.12. Affiant represents and warrants that there are no matters pending against Companythat could give rise to a lien that would attach to the Property between the date of the lastendorsement to the Commitment for Title Insurance dated ____, 2012, prepared by the

Exhibit 2Page 26 of 55Law Offices of Lourdes M. Cline, P.A., as agent for Old Republic National Title InsuranceCompany ("Title Company") and the date on which the Perpetual Aerial Easementrespecting the Property is placed of record, and that Affiant has not and will not executeany instruments or take any actions that could adversely affect the title or interest to beacquired by the County and insured by the Title Company. Affiant further represents andwarrants that Affiant is not aware of any matter that could adversely affect the title orinterest to be acquired by the County and insured by the Title Company.FURTHER AFFIANT SAYETH NAUGHT.Signed, sealed and deliveredin the presence of______________________________WITNESS______________________________WITNESSBy:Print Name:Title:STATE OF FLORIDA )COUNTY OF BROWARD )The foregoing instrument was acknowledged before me this ____ day of______________, 2012, by _________________________, the ___________ of FloridaEast Coast Railway, L.L.C., who is personally known to me or who has produced_____________________ as identification on behalf of said limited liability company.NOTARY PUBLIC:Signature: _________________________Print Name: _________________________State of Florida At LargeMy Commission Expires:Commission Number: ____________________(SEAL)

Exhibit 2Page 27 of 55EXHIBIT 4TITLE COMMITMENT

Old Republic National Title Insurance CompanyExhibit 2Page 28 of 55COMMITMENTSchedule AEffective Date: Agent's File Reference: PremiumSeptember 27, 2012 @ 11:00 PM* 281.228 $TO BE UPDATED PRIOR TO CLOSING1. Policy or Policies to be issued: Proposed Amount of Insurance:OWNER'S: ALTA Owner's Policy (6/17/06). (With Florida Modifications) $Proposed Insured:Broward County, a political subdivision of the State of FloridaMORTGAGEE: ALTA Loan Policy (6/17/06). (With Florida Modifications) $Proposed Insured:2. The estate or interest in the land described or referred to in this Commitment is an aerial easement.3. Title to the aerial easement estate or interest in the land is at the Effective Date vested in:Florida East Coast Railway, LLC, a Florida limited liability company4. The land referred to in this Commitment is described as follows:THAT CERTAIN VERTICAL SPACE LYING WITHIN THE FOLLOWING DESCRIBED PARCEL ANDBEGINNING 24.00 FEET ABOVE THE TOP OF THE EXISTING FLORIDA EAST COAST RAILWAYRAILS AND THAT CERTAIN VERTICAL SPACE CONTINUES UPWARD TO ENCOMPASS ALLAIRSPACE 24.00 FEET AND ABOVE THE HEREIN DESCRIBED PARCEL:A PORTION OF THE FLORIDA EAST COAST RAILWAY RIGHT-OF-WAY ACCORDING TO THEMISCELLANEOUS MAP BOOK 7, PAGE 13 OF THE PUBLIC RECORDS OF BROWARD COUNTY,FLORIDA, SAID PORTION LYING IN THE SOUTHEAST ONE- QUARTER (S.E.1/4) OF SECTION 27,TOWNSHIP 50 SOUTH, RANGE 42 EAST AND BEING MORE PARTICULARLY DESCRIBED ASFOLLOWS:OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY400 Second Avenue South, Minneapolis, Minnesota 55401, (612) 371-1111Issuing Agent:Law Offices of Lourdes M. Cline, P.A.320 SE 10th CourtFort Lauderdale, FL 33316Agent No.: 23902Agent's SignaturePage 1 of 6Form CF6 SCH.-A (rev. 12/10)(With Florida Modifications) DoubleTime® 5.1.8

Old Republic National Title Insurance CompanyCOMMITMENTSchedule A (Continued)Exhibit 2Page 29 of 55Agent's File Reference:281.228COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHEAST ONE-QUARTER (S .E.l / 4) OFSAID SECTION 27; THENCE NORTH 01°44'17" WEST, ALONG THE WEST LINE OF SAID SOUTHEASTONE-QUARTER (S.E.l /4), 964.00 FEET TO A POINT OF INTERSECTION WITH THE CENTERLINE OFRUNWAY 10 -RIGHT / 28 LEFT; THENCE SOUTH 89°59'59" EAST, ALONG SAID CENTERLINE, 1085.48FEET TO THE POINT OF BEGINNING ON THE WESTERLY 100-FOOT RIGHT-OF-WAY OF THEFLORIDA EAST COAST RAILWAY ALSO BEING THE EASTERLY LINE OF PARCEL "A" FORTLAUDERDALE-HOLLYWOOD INTERNATIONAL AIRPORT, FIFTH ADDITION, ACCORDING TO THEPLAT THEREOF AS RECORDED IN PLAT BOOK 162 , PAGE 45 OF THE PUBLIC RECORDS OFBROWARD COUNTY, FLORIDA; THENCE NORTH 45°35'09" EAST, ALONG SAID EASTERLY LINE,SAID WESTERLY LINE AND THE EASTERLY LINE OF PARCEL "A" FORT LAUDERDALE-HOLLYWOOD INTERNATIONAL AIRPORT, FIRST ADDITION, ACCORDING TO THE PLAT THEREOFAS RECORDED IN PLAT BOOK 120, PAGE 37 OF THE PUBLIC RECORDS OF BROWARD COUNTY,FLORIDA, 1153.12 FEET TO A POINT ON A LINE 807.00 FEET NORTH OF AND PARALLEL WITHSAID CENTERLINE; THENCE SOUTH 89°59'59" EAST, ALONG SAID PARALLEL LINE, 142.89 FEETTO A POINT ON THE EASTERLY 100- FOOT RIGHT- OF-WAY OF THE FLORIDA EAST COASTRAILWAY ALSO BEING THE WESTERLY RIGHTOF-WAY OF STATE ROAD NUMBER 5 (U.S. 1 /FEDERAL HIGHWAY); THENCE SOUTH 45°35'09" WEST, ALONG SAID EASTERLY 100-FOOT RIGHT-OF-WAY AND SAID WESTERLY STATE ROAD NUMBER 5 RIGHT-OF-WAY, 1653.23 TO A POINT ONA LINE 350.00 FEET SOUTH OF AND PARALLEL WITH SAID CENTERLINE; THENCE NORTH89°59'59" WEST, ALONG SAID PARALLEL LINE, 142.89 FEET TO A POINT ON SAID WESTERLY 100-FOOT RIGHT-OF-WAY ALSO BEING THE EASTERLY LINE OF SAID PARCEL "A" FORTLAUDERDALE-HOLLYWOOD INTERNATIONAL AIRPORT, FIFTH ADDITION; THENCE NORTH45º35'09" EAST, ALONG SAID WESTERLY 100-FOOT RIGHT-OF- WAY AND THE EASTERLY LINE OFPARCEL "A" FORT LAUDERDALE-HOLLYWOOD INTERNATIONAL AIRPORT, FIFTH ADDITION,500.11 FEET TO THE POINT OF BEGINNING.Form CF6 SCH.-A (Continued) Page 2 of 6(rev. 12/10)(With Florida Modifications) DoubleTime® 5.1.8

Old Republic National Title Insurance CompanyExhibit 2Page 30 of 55COMMITMENTSchedule B-IAgent's File Reference:281.228I. The following are the requirements to be complied with:1.2.3.4.5.6.7.8.9.Payment of the full consideration to, or for the account of, the grantors or mortgagors.Instruments creating the estate or interest to be insured which must be executed, delivered and filed for record:A.Execution, Delivery and Recordation of Air Rights Easement from Florida East Coast Railway, LLC, a Floridalimited liability company to the proposed insured.Record subordination of the UCC Financing Statement recorded in O.R. Book 47679, Page 1016, and O.R. Book47728, Page 1545, Public Records of Broward County, Florida, to the Easement to be insured.Record subordination of the UCC Financing Statement recorded in O.R. Book 47679, Page 1464, and O.R. Book47728, Page 1569, Public Records of Broward County, Florida, to the Easement to be insured.Record subordination of the mortgage recorded in O.R. Book 47679, Page 1383; As Modified in O.R. Book47728, Page 1556 Public Records of Broward County, Florida, to the Easement to be insured.Record subordination of the mortgage recorded in O.R. Book 47679, Page 936; As Modified in O.R. Book47728, Page 1531 Public Records of Broward County, Florida, to the Easement to be insured.Record subordination of the mortgage recorded in O.R. Book 46741, Page 413, Public Records of BrowardCounty, Florida, to the Easement to be insured.Record subordination of the UCC Financing Statement recorded in O.R. Book 46854, Page 1759, and O.R. Book46822, Page 713, Public Records of Broward County, Florida, to the Easement to be insured.If closing does not occur within six weeks of the effective date of this product, the member must confirm thecontinued good standing of any buyer, seller, or mortgagor which is not a natural person.10. Review certified copy of Articles of Organization and amendments thereto, if any, to verify who may sign for thecompany as well as procedures to authorize such signatory. Further requirements may be necessary upon reviewthereof.11. Review of a true and correct copy of regulations or operating agreement to verify who may sign for the company aswell as procedures to authorize such signatory. Further requirements may be necessary upon review thereof. If theregulations or operating agreement is not produced, then all of the members of the limited liability company, or amajority of the members if the number of members is substantial, must execute an affidavit consenting to thetransaction. The affidavit shall establish the names of all the current members of the limited liability company.12. A determination should be made that the limited liability company is not one of a family or group of entities. If itis, then it should be determined that none of the other entities in this family or group of entities is a debtor inbankruptcy. The determination may be made by an affidavit of the manager or managing member of the limitedliability company. In the event that one or more of the other entities is a debtor in bankruptcy, Fund underwritingcounsel must approve the transaction before title is insured.13. A determination should be made that the member executing the Easement is not a debtor in bankruptcy and hasnot been a debtor in bankruptcy since becoming a member of the limited liability company. If the LLC is a solemember LLC, then a determination should be made there are no creditors who have acquired or are attempting toacquire control of the LLC by executing on or attaching or seizing the member's interest in the LLC.14. Record subordination of Agreements recorded in O.R. Book 44946, Page 675, O.R. Book 47679, Page 416 PublicRecords of Broward County, Florida. to the Easement to be insured.15. Record subordination of Agreement recorded in O.R. Book 20645, Page 469, Public Records of Broward County,Florida. to the Easement to be insured.16. Record subordination of Easements recorded in O.R. Book 46741, Page 177, O.R. Book 44946, Page 647 PublicRecords of Broward County, Florida. to the Easement to be insured.Page 3 of 6Form CF6 SCH.-B-I (rev. 12/10)(With Florida Modifications) DoubleTime® 5.1.8

Old Republic National Title Insurance CompanyCOMMITMENT FORMSchedule B-I (Continued)Exhibit 2Page 31 of 55Agent's File Reference:281.22817.18.19.Record subordination of Bill of Sale recorded in O.R. Book 46741, Page 186 Public Records of Broward County,Florida to the Easement to be insured.Record subordination of Easement recorded in O.R. Book 44946, Page 583 Public Records of Broward County,Florida to the Easement to be insured.Record subordination of Bill of Sale recorded in O.R. Book 44946, Page 613, Public Records of Broward County,Florida to the Easement to be insured.Form CF6 SCH.-B-I (Continued) Page 4 of 6(rev. 12/10)(With Florida Modifications) DoubleTime® 5.1.8

Old Republic National Title Insurance CompanyExhibit 2Page 32 of 55COMMITMENTSchedule B-IIAgent's File Reference:281.228II.Schedule B of the policy or policies to be issued will contain exceptions to the following matters unless the same aredisposed of to the satisfaction of the Company:1.Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the Public Recordsor attaching subsequent to the Effective Date hereof but prior to the date the Proposed Insured acquires for value ofrecord the estate or interest or Mortgage thereon covered by this Commitment.2. a. The lien of all taxes or special assessments for the year 2012 and thereafter, which are not yet due and payable.3.b.c.d.e.Rights or claims of parties in possession not recorded in the Public Records.Any encroachment, encumbrance, violation, variation, or adverse circumstance that would be disclosed by aninspection or an accurate and complete land survey of the Land and inspection of the Land.Easements, or claims of easements, not recorded in the Public Records.Any lien, or right to a lien, for services, labor, or material furnished, imposed by law and not recorded in thePublic Records.Any Owner's Policy issued pursuant hereto will contain under Schedule B the following exception: Any adverseownership claim by the State of Florida by right of sovereignty to any portion of the Land insured hereunder,including submerged, filled and artificially exposed lands, and lands accreted to such lands.4. Easements recorded in O.R. Book 1574, Page 612, O.R. Book 1589, Page 191 Public Records of Broward County,Florida.5. Easement recorded in O.R. Book 5099, Page 123, Public Records of Broward County, Florida.6. Order of Taking recorded in O.R. Book 10050, Page 323, Public Records of Broward County, Florida.7. Certificate recorded in O.R. Book 10121, Page 654, Public Records of Broward County, Florida.8. Resolution recorded in O.R. Book 10061, Page 557, Public Records of Broward County, Florida.9. Resolution recorded in O.R. Book 10061, Page 546, Public Records of Broward County, Florida.10. Agreement recorded in O.R. Book 10513, Page 37, as affected by Matters contained in Deeds recorded in O.R.Book 14371, Page 821, O.R. Book 14370, Page 542, O.R. Book 14055, Page 200 Public Records of BrowardCounty, Florida.11. Matters contained in Deed recorded in O.R. Book 11763, Page 71, Public Records of Broward County, Florida.12. Agreement recorded in O.R. Book 11773, Page 204, Public Records of Broward County, Florida.13. Easement recorded in O.R. Book 14055, Page 204, Public Records of Broward County, Florida.14. Agreement recorded in O.R. Book 20645, Page 469, Public Records of Broward County, Florida. (Shall be deletedupon compliance with requirement shown on Schedule B-I No. 15 of this commitment).15. Agreement recorded in O.R. Book 28046, Page 191, Public Records of Broward County, Florida.16. Bill of Sale recorded in O.R. Book 46741, Page 186, Public Records of Broward County, Florida. (Shall be deletedupon compliance with requirement shown on Schedule B-I No. 17 of this commitment).17. Easements recorded in O.R. Book 46741, Page 177, O.R. Book 44946, Page 647 Public Records of BrowardCounty, Florida. (Shall be deleted upon compliance with requirement shown on Schedule B-I No. 16 of thiscommitment).18. Bill of Sale recorded in O.R. Book 44946, Page 613, Public Records of Broward County, Florida. (Shall be deletedupon compliance with requirement shown on Schedule B-I No. 19 of this commitment).19. Easement recorded in O.R. Book 44946, Page 583, Public Records of Broward County, Florida. (Shall be deletedupon compliance with requirement shown on Schedule B-I No. 18 of this commitment).20. Agreement recorded in O.R. Book 44946, Page 675, As Modified in O.R. Book 47679, Page 416, Public Recordsof Broward County, Florida. (Shall be deleted upon compliance with requirement shown on Schedule B-I No. 14 ofthis commitment).21. Encroachments, overlaps, boundary line disputes, and other matters, if any shown on the survey prepared by Keith& Associates, Inc. dated November 30, 2010 and bearing drawing Number 07500.00.22. Matters contained in the Air Rights Easement which is being insured.Page 5 of 6Form CF6 SCH B-II (rev. 12/10)(With Florida Modifications) DoubleTime® 5.1.8

Old Republic National Title Insurance CompanyCOMMITMENTSchedule B-II (Continued)Exhibit 2Page 33 of 55Agent's File Reference:281.22823.Schedule B-II, Item Number 2.c. is hereby deleted.Form CF6 SCH.-B-II (Continued) Page 6 of 6(rev. 12/10)(With Florida Modifications) DoubleTime® 5.1.8

Exhibit 2Page 34 of 55EXHIBIT 5FIRST AMENDMENT TORAILROAD REIMBURSEMENT AGREEMENTGRADE SEPARATION AGREEMENT

Exhibit 2Page 35 of 55FIRST AMENDMENT TO RAILROAD REIMBURSEMENTAGREEMENT GRADE SEPARATION AGREEMENT(RAILROAD-COUNTY AGREEMENT)This FIRST AMENDMENT TO RAILROAD REIMBURSEMENT AGREEMENTGRADE SEPARATION AGREEMENT ("Amendment") made and entered this _____day of _______________, 2012, by and between BROWARD COUNTY, a politicalsubdivision of the State of Florida, hereinafter called "COUNTY," and FLORIDA EASTCOAST RAILWAY, L.L.C., a limited liability company organized and existing under thelaws of Florida, hereinafter called "COMPANY," with its principal place of business inthe City of Jacksonville, County of Duval, State of Florida.WITNESSETH:WHEREAS, the COUNTY proposes to construct structure(s) and the necessaryapproaches thereto in order to carry a runway, taxiway structures and appurtenancesthereto ("Runway Bridge Structures") over COMPANY's property and tracks, whichcrosses the right of way and over track(s) of the COMPANY's from a point at Milepost344 + 4,922 feet at the north end to a point at Milepost 345 + 1,136 feet at thesouth end; andWHEREAS, the COUNTY and the COMPANY entered into that certain RailroadReimbursement Agreement Grade Separation Agreement, dated December 13, 2011(hereafter called the "Railroad-County Agreement"), to allow the COUNTY to proceedwith construction of the Runway Bridge Structures over the COMPANY's right of way;andWHEREAS, pursuant to that certain Perpetual Aerial Easement entered into bythe parties contemporaneously herewith, which shall be recorded in the public recordsof Broward County, Florida ("Easement Instrument"), the COMPANY has granted tothe COUNTY a Perpetual Aerial Easement with a legal description as set forth in Exhibit"A" of the Easement Instrument ("Easement Property"), for the purpose of constructing,operating, and maintaining the Runway Bridge Structures, subject to (i) the terms andconditions of the Easement Instrument, and (ii) the terms and conditions of the Railroad-County Agreement, as amended hereby; andWHEREAS, this Amendment provides for further terms and conditions withrespect to the Runway Bridge Structures and the Easement Instrument, as set forthherein,NOW, THEREFORE, in consideration of the mutual undertakings as herein setforth, the parties hereto agree as follows:1. The foregoing recitals are true and correct and are hereby made a part hereof.Page 1 of 13

Exhibit 2Page 36 of 552. Any work by the COUNTY that will occur under, over or on the Runway BridgeStructures or will require access to the COMPANY's right of way located under theEasement Property shall be submitted to and reviewed by COMPANY, as provided inParagraph 3 of the Railroad-County Agreement, prior to commencement of work, unlessthe operational procedures developed by the parties pursuant to Paragraph 9, belowprovide that submittal to the COMPANY is not necessary.a. The COMPANY's vertical and horizontal clearance standards andrequirements and its drainage standards and requirements, are attached hereto asExhibit 1 ("the Standards"), and are the applicable standards that are in effect as of thedate of this Agreement. Such standards and requirements (as may be amended fromtime to time by the COMPANY after the initial construction of the Runway BridgeStructures) shall guide the COMPANY’s review of the COUNTY's construction andmaintenance of the Runway Bridge Structures. Upon any change in the Standards, theCOMPANY shall provide a copy of the changed Standards to the COUNTY. Should theCOMPANY indicate concerns regarding any work to be performed by the COUNTY, theparties shall in good faith endeavor to address methods and changes to the work to beperformed by the COUNTY that will satisfy both the applicable COMPANY standardsand the applicable standards of the Federal Aviation Administration ("FAA"). The partiesmay seek participation in the process of resolving the dispute by representatives of theAmerican Railway Engineering and Maintenance of Way Association, or any successorassociation ("RR Association") and the FAA, as well as of the Federal RailroadAdministration, or any successor governmental authority ("FRA"), if desired. Any partyshall nonetheless be entitled to pursue a resolution of the matter by available legal,administrative, or regulatory remedies and proceedings (excluding arbitration).b. County "work" shall include COUNTY construction, maintenance, andrepair activities to the Runway Bridge Structures and improvements within theEasement Property that could impact the COMPANY's right of way facilities and theoperation thereof, but shall not include routine maintenance and repair work identifiedin the operational procedures to be developed by the COUNTY and COMPANY,including for example, but not limited to, maintenance and repair of the pavements,equipment, and landscaping located on the upper deck of the Runway BridgeStructures.3. All present and future expenses to construct, maintain, repair, inspect, andsecure the Runway Bridge Structures within the Easement Property, and provideflagging and watch person services in connection with the foregoing activities, shall beat the sole expense of the COUNTY, as provided by the Railroad-County Agreement, asamended hereby.4. The COUNTY shall be responsible for all costs and expenses for maintenance,repairs, construction, and operation of the Runway Bridge Structures within theEasement Property and all reasonable costs and expenses for work required to beperformed by the COMPANY as a result of the maintenance, repairs, construction, oroperation of the Runway Bridge Structures by the COUNTY within the EasementProperty (for purposes of this Paragraph 4, costs and expenses for work required to bePage 2 of 12

Exhibit 2Page 37 of 55performed by the COMPANY shall be deemed reasonable if, among other things, suchcosts and expenses are consistent with costs and expenses for similar work on theCOMPANY's right of way of which the COMPANY's Rail Corridor Property is a part, buttaking into account any effect of the Runway Bridge Structures on such work), all asprovided in the Railroad-County Agreement, as amended hereby, including but notlimited to the following:a. Additional costs of the COMPANY to perform track maintenance on theCOMPANY's property necessary to undercut the track within the COMPANY's RailCorridor Property, in order to maintain or increase the vertical clearance between thetop of the rail and 24' above the top of the rail (the later constituting the bottomboundary line of the Easement Property).b. Cost of work to relieve or cure any drainage flow or ponding caused by theRunway Bridge Structures that creates standing water, water flowing into the ballaststructure, or any other detrimental effects of water on the COMPANY's property.c. Cost of work to relieve or repair any overhead stormwater leaks fromexpansion seals or cracks in the runway deck of the Runway Bridge Structures, onto theCOMPANY's Rail Corridor Property.d. Cost to replace light bulbs, fixtures, electrical wiring, or any component ofthe lighting system, wherever located, installed as part of Runway Bridge Structureswithin the Easement Property that are not functioning properly.e. Cost of work to repair any future damage of the Runway Bridge Structuresor any components thereof within the Easement Property (both inside and outside suchstructures), including but not limited to, as a result of vandalism, storm, flooding,accident and force majeure events.f. Cost incurred by COMPANY to repair damage or provide flagging andwatch persons due to maintenance or construction operations by COUNTY with respectto the Runway Bridge Structures; such as the use by the COUNTY of a crane with aboom of length that could foul the track.g. Cost of work to relieve or repair any noise, light or vibration issues thataffect the Runway Bridge Structures or the operation thereof from railway equipmentoperating within COMPANY's Rail Corridor Property or COMPANY's other property.h. Cost to fund an engineering firm chosen by COUNTY to conductinspections of the Runway Bridge Structures within the Easement Property, in order toprovide recommendations to the COUNTY as to functionality and maintenance items.COUNTY shall provide to COMPANY a copy of the report or other results of suchinspection. In the event that the inspection identifies an issue that COMPANYreasonably determines requires attention (which may include maintenance or otherfollow-up activity on the part of the COUNTY), COMPANY may have a qualifiedengineer selected by COMPANY review on its behalf the documents and recommendsuch corrective actions as may be required to address the matter and COUNTY shallPage 3 of 12

Exhibit 2Page 38 of 55reimburse COMPANY for the cost and expense of such engineer which reimbursementshall be payable in accordance with the Railroad-County Agreement. COMPANY shallprovide to COUNTY a copy of any such engineer's report.i. Cost of prompt maintenance and repair of the Runway Bridge Structuresand all components and items thereof located in the Easement Property or installed inconnection therewith, and construction of modifications to or replacements of suchstructures, components and items, as may become necessary, including maintenanceand repairs as a result of vandalism and as a result of facilities and uses permittedunder Paragraphs 6 and 7 below. Such components and items may include, but are notlimited to, such of the following as may be located within the Easement Property orinstalled in connection with the Runway Bridge Structures: fencing and gates; warningor direction signage on the Easement Property that is related to the Runway BridgeStructures; security warning system, cameras, and alarms; fire protection system;ventilation and smoke evacuation system; and emergency pass through doors andalarms.j. Cost necessary to reimburse COMPANY for the required COMPANYwatch persons and flagging persons and other associated costs of the COMPANY asprovided in the Railroad-County Agreement, for all maintenance activity, reviews, andinspections of the Runway Bridge Structures by COUNTY that require access to theCOMPANY's Rail Corridor Property or other property of COMPANY.k. All costs and expenses to comply with all federal, state and municipallaws, ordinances, notices, orders, rules, regulations and requirements relating to thetreatment, production, storage, handling, transfer, processing, transporting, use,disposal, and release of hazardous substances, hazardous wastes, toxic or radioactivematters ("Restricted Activities") by COUNTY and its agents, contractors, licensees,lessees, invitees, and related governmental authorities in connection with operations onor about the Runway Bridge Structures, including, without limitation, the operation ofaircraft on the Runway Bridge Structures and the flight of aircraft within the EasementProperty. Such costs and expenses shall be the sole responsibility of COUNTY, andCOUNTY shall be solely responsible for claims, actions, damages, liabilities, andexpenses (including, without limitation, fees of attorneys, investigators and experts),arising out of or in connection with (1) Restricted Activities by COUNTY or its agents,contractors, licensees, lessees, invitees or related governmental authorities, and (2) theremoval, cleanup, and restoration work and materials necessary to return theCOMPANY’s Rail Corridor Property and any other property of COMPANY to theircondition existing prior to the Restricted Activities by COUNTY and its agents,contractors, licensees, lessees, invitees, and related governmental authorities.Page 4 of 12

Exhibit 2Page 39 of 55l. Costs of repair of damage to Runway Bridge Structures caused bytrespassers.m. Costs of repair of damage to Runway Bridge Structures in the event of aderailment, except as provided in Paragraph 5, below.5. In the event of any damage to the Runway Bridge Structures or the Rail CorridorProperty or to any other property of COUNTY or COMPANY located on the RunwayBridge Structures or the Rail Corridor Property, each party may proceed to promptlyrepair their property, regardless of which party may be responsible for the costs ofrepair pursuant to the Railroad-County Agreement, as amended by this Amendment.To the extent applicable, the following shall govern reimbursement: (i) COUNTY shallnot be responsible to reimburse the COMPANY for any repairs made by COMPANY toits Rail Corridor Property and other property of COMPANY, to the extent that thedamage was caused by the intentional misconduct or negligent act of COMPANY, orany agent, contractor, licensee, lessee, or invitee of COMPANY; and (ii) if the necessityfor any repairs to the Runway Bridge Structures or other property of COUNTY locatedthereon was caused by COMPANY's negligence, then COUNTY may seekreimbursement from COMPANY for COUNTY's expenses in repairing the RunwayBridge Structures, to the extent caused by the intentional misconduct or negligent act ofCOMPANY. The parties shall endeavor to resolve among themselves the cause of anydamage, and if the parties are unable in good faith to agree regarding whether anyreimbursement is required, then either of them shall be entitled to seek all availablelegal and administrative remedies (excluding arbitration) to determine their entitlementto reimbursement. In addition, nothing herein shall prevent the COUNTY and theCOMPANY from seeking reimbursement for the cost of any repairs to COUNTY'sRunway Bridge Structures and other COUNTY property located thereon andCOMPANY's Rail Corridor Property and other COMPANY property located thereon fromany other responsible party, including, without limitation, COUNTY's or COMPANY'sagents, contractors, licensees, lessees, or invitees.6. In the event that after the date hereof the COMPANY intends to enter into anagreement or other instrument with an unaffiliated third party to use or possess anyportion of the COMPANY's real property underlying the Easement Property (the "RailCorridor Property"), including without limitation a lease, license or an amendment to anexisting agreement after the date hereof, or otherwise permit any unaffiliated third partyto use or possess any portion of the COMPANY's Rail Corridor Property, includingallowing different or additional uses by an unaffiliated third party under an existingagreement with the COMPANY, then the COMPANY shall notify the COUNTY thereofat least ninety (90) calendar days prior to such lease, license, agreement, amendment,or other transaction. Such notification shall be in writing and shall include a copy of theproposed lease, license, agreement or other instrument (which may be redacted byCOMPANY to remove payment terms and the like), shall describe in reasonable detailthe transaction and the use of the COMPANY's Rail Corridor Property by the otherparty, and shall include any plans and specifications related to such use and anyPage 5 of 12

Exhibit 2Page 40 of 55improvements to be made to the COMPANY's Rail Corridor Property in connectiontherewith, including technical specifications to perform compatibility evaluation,including as applicable, frequency information, transmitter/receiver/antenna location(x,y,z), power output information, etc., and shall include an assessment of any potentialdanger or interference with the use or operation of aircraft on the Runway BridgeStructures or the flight of aircraft within the Easement Property. In the event that theCOUNTY reasonably determines that the third party's use of, or operations on, theCOMPANY's Rail Corridor Property could interfere with or endanger the use oroperation of the Runway Bridge Structures, including the operation of aircraft on theRunway Bridge Structures or the flight of aircraft within the Easement Property,including without limitation, as a result of electromagnetic interference, lighting, orundue amount of smoke, then the COUNTY shall notify the COMPANY thereof withinsixty (60) calendar days after receipt of the notice from the COMPANY, and theCOUNTY and the COMPANY shall as soon as reasonably practical thereafter conferwith each other in good faith to endeavor to remedy or mitigate such interference to thereasonable satisfaction of the COUNTY. In the event that the COMPANY and theCOUNTY are unable to remedy or mitigate to the reasonable satisfaction of the parties,then the COMPANY shall not permit the third party's proposed interfering orendangering use, and the lease, license, agreement, or other instrument or amendmentthereto shall not permit such use. Under no circumstances, however, shall any suchlease, license, agreement, instrument, or amendment permit any building, facility,structure, improvement, vegetation, or other object of such party to intrude into, orencroach upon, obstruct, or be allowed to be located or constructed within, or otherwiseinterfere with the operation of aircraft on or within the Easement Property.Notwithstanding the foregoing provisions, if the COMPANY intends to lease,license or enter into any other agreement for the right to use or possessunderground portions of the COMPANY's Rail Corridor Property solely andexclusively for purposes of a natural or liquid gas pipeline corridor or a fiberoptic corridor and not for any other uses, the foregoing provisions of thisParagraph 6 shall not be applicable to the entering into into of any suchagreement, provided that the COMPANY (i) provides prior written notice of suchintended use to the COUNTY, (ii) if requested by the COUNTY, provides a copy ofthe proposed agreement to the COUNTY (which may be redacted by COMPANY toremove payment terms and the like), and (iii) includes in any such agreementprovisions requiring all pipelines and fiber optic installations to comply with theapplicable industry and regulatory standards for their installation and operation,and to be installed to the below-ground depth required by applicable industry andregulatory standards. FURTHERMORE, if any unaffiliated third party will lease,license, or otherwise have the right to use or possess the COMPANY's RailCorridor Property for purposes of operating or maintaining a railroad (a "RailroadOperator"), then the provisions of this Paragraph 6 shall not be applicable to theentering into of such an agreement and the provisions of Paragraph 7 below shallapply. Nothing herein shall supersede any rights of the parties under theEasement Instrument.Page 6 of 12

Exhibit 2Page 41 of 557. The COMPANY agrees to provide to the COUNTY prior notice of future facilitiesproposed to be constructed on the Rail Corridor Property by the COMPANY and by anyaffiliate of the COMPANY or a Railroad Operator and of future uses of the Rail CorridorProperty by the COMPANY and by any affiliate of the COMPANY or a RailroadOperator, including without limitation, facilities for the implementation of Positive TrainControl (PTC) systems (collectively, "Future Facilities"), so that the parties canreasonably determine whether such facilities or the use thereof might endanger orinterfere with the use or operation of aircraft on the Runway Bridge Structures, or theflight of aircraft, within the Easement Property, including but not limited to,electromagnetic interference, lighting, or undue amount of smoke. COMPANY shallprovide at least ninety (90) calendar days' prior written notice to the COUNTY of anyproposed Future Facilities. Such notice shall set forth in reasonable detail a descriptionof such proposed Future Facilities and uses by the COMPANY, its affiliated party orRailroad Operator, including technical specifications to perform compatibility evaluation,including as applicable, frequency information, transmitter/receiver/antenna location(x,y,z), power output information, etc., and an assessment of any potential danger orinterference. Upon the request of the COUNTY, the COMPANY shall provide to theCOUNTY such plans, specifications, and other materials as the COUNTY mayreasonably request for purposes of its assessment of the potential danger orinterference. In addition, the COMPANY, its affiliate, or the Railroad Operator maymake such filings with respect to the proposed Future Facilities with the FAA, the FRA,and the Federal Communications Commission, or any successor governmentalauthority ("FCC"), as may be required by applicable federal regulations, and shallprovide a copy any such filings to the COUNTY. In the event that the COUNTYreasonably determines that any proposed Future Facilities will endanger or interferewith the use or operation of the Runway Bridge Structures, including the operation ofaircraft on the Runway Bridge Structures, or the flight of aircraft within the EasementProperty, including without limitation, as a result of electromagnetic interference,lighting, or undue amount of smoke, then the COUNTY shall notify the COMPANYthereof within sixty (60) calendar days after receipt of the notice from the COMPANY,and the COUNTY and the COMPANY shall as soon as reasonably practical thereafterconfer with each other in good faith to endeavor to remedy or mitigate such interferenceto the reasonable satisfaction of the COUNTY and the COMPANY. The COUNTY andthe COMPANY agree that with respect to matters covered by this Paragraph 7, prior toexercising any rights under the Easement Instrument, the COUNTY and the COMPANYshall follow the procedures under this Paragraph 7. Notwithstanding the foregoing, inthe event that the COMPANY fails to provide the COUNTY with the prior notice requiredhereunder of any Future Facilities proposed to be constructed on the Rail CorridorProperty by the COMPANY or by any affiliate of the COMPANY or by a RailroadOperator, or if the COMPANY, or any affiliate, or a Railroad Operator fails to follow theprocedures under this Paragraph 7, or if the COUNTY or the COMPANY reasonablydetermines that the COMPANY and the COUNTY are unable to remedy or mitigate tothe reasonable satisfaction of the parties, then each of the COUNTY and theCOMPANY may proceed to exercise its rights under the Easement Instrument. Underno circumstances, shall any buildings, structures, facilities, improvements, vegetation,Page 7 of 12

Exhibit 2Page 42 of 55or other object of the COMPANY, its affiliates or a Railroad Operator be permitted tointrude into, obstruct, or encroach upon, or be allowed to be located or constructedwithin the Easement Property, unless agreed to in writing by the COUNTY. Nothingherein shall supersede any rights of the parties under the Easement Instrument.8. The COUNTY agrees to provide to the COMPANY prior written notice of futurefacilities proposed to be constructed by the COUNTY within the Easement Property andof future uses of the Easement Property by the COUNTY (excluding uses by "aircraft"as such term is defined in the Easement Instrument) (collectively, "Future RunwayFacilities") so that the parties can reasonably determine whether such use mightendanger or interfere with the COMPANY's use of its Rail Corridor Property or itsoperations thereon. COUNTY shall provide at least ninety (90) calendar days' priorwritten notice to the COMPANY of any proposed Future Runway Facilities. Such noticeshall set forth in reasonable detail a description of such proposed Future RunwayFacilities and uses by the COUNTY, including technical specifications to performcompatibility evaluation, including as applicable and legally permissible, frequencyinformation, transmitter/receiver/antenna location (x,y,z), power output information, etc.,and an assessment of any potential danger or interference. Upon the request of theCOMPANY, the COUNTY shall provide to the COMPANY such plans, specificationsand other materials as the COMPANY may reasonably request for purposes of itsassessment of the potential danger or interference. In addition, the COUNTY maymake such filings with respect to the proposed Future Runway Facilities with the FAA,the FRA, and the Federal Communications Commission, or any successorgovernmental authority ("FCC"), as may be required by applicable federal regulations,and shall provide a copy any such filings to the COMPANY (which may be redacted byCOUNTY to remove terms that are subject to security requirements and the like). In theevent that the COMPANY reasonably determines that the COUNTY's proposed FutureRunway Facilities will endanger or interfere with the COMPANY's use or operation of itsRail Corridor Property, then COMPANY shall notify the COUNTY thereof within sixty(60) calendar days after receipt of the notice from the COUNTY, and the COUNTY andthe COMPANY shall, as soon as reasonably practicable thereafter confer with eachother in good faith to endeavor to remedy or mitigate such endangerment orinterference to the reasonable satisfaction of the COMPANY and the COUNTY. In theevent that the COMPANY and the COUNTY are unable to remedy or mitigate to thereasonable satisfaction of the parties, then the COUNTY shall be entitled to proceedwith the construction or installation of the proposed Future Runway Facilities or theproposed use, as applicable, provided that COUNTY shall comply with all requirementsof the FAA regarding the proposed use or facility, and the provisions of the Railroad-County Agreement, as amended hereby, and the Easement Instrument shall beapplicable. The parties acknowledge that this Paragraph 8 does not apply to theoperation of aircraft on the surfaces of the Runway Bridge Structures and the flight ofaircraft within the Easement Property ("aircraft" is as defined in the EasementInstrument). The COUNTY will bear the cost of all temporary and permanent changesmade necessary in the COMPANY's signal wire line or other facilities and in the wirePage 8 of 12

Exhibit 2Page 43 of 55line facility of any utility that has compensable interest on the COMPANY's right of wayoccasioned by the construction or installation of the proposed Future Runway Facilities,as provided in the Railroad-County Agreement.9. Prior to the first use by aircraft of the Runway Bridge Structures, the authorizedrepresentatives of the COUNTY and the COMPANY shall cooperate in good faith todevelop operational procedures to address first responder protocols, and such othermatters as COUNTY and COMPANY mutually agree. The operational procedures shallprovide for notification of each other from time to time of activities or conditions that theirrepresentatives might observe on or about the Rail Corridor Property or the EasementProperty or Runway Bridge Structures that could endanger or interfere with the use ofthe Rail Corridor Property (including without limitation the operation of trains on the RailCorridor Property) or the use of the Runway Bridge Structures, or the operation ofaircraft on the Runway Bridge Structures, or the flight of aircraft within the EasementProperty. In accordance with the operational procedures developed pursuant hereto,COUNTY shall monitor the Runway Bridge Structures including the area below theRunway Bridge Structures, including use of closed circuit television or such othermethod as provided in the operational procedures. COUNTY shall be responsible forthe removal of any trespassers from the area below the Runway Bridge Structures inaccordance with the operational procedures developed pursuant hereto. Suchoperational procedures may be amended from time to time by the authorizedrepresentatives of the parties.10. Following completion of construction of the Runway Bridge Structures and priorto accessing the COMPANY's Rail Corridor Property or any adjoining property of theCOMPANY for any maintenance or repair activities for the Runway Bridge Structures,the COUNTY shall require its contractors to secure General Liability Coverage and as acovered peril, Railroad Protective Public Liability and Railroad Protective PropertyDamage Liability Insurance in a combined amount of $2,000,000.00 for all personalinjuries, death or property damage, per occurrence arising during the policy period withan aggregate limit of $4,000,000.00. The COUNTY will also require its contractors tofurnish a Certificate of Insurance, in form acceptable to the COUNTY and theCOMPANY showing that the contractor carries liability insurance applicable to the job inquestion in the amount of $2,000,000.00 for all personal injuries, death or propertydamage, per occurrence arising during the policy period. Such insurance is to conformwith the requirements of the U.S. Department of Transportation, Federal HighwayAdministration, Federal-Aid Policy Guide, Subchapter G, Part 646, Subpart A, and anysupplements thereto or revisions thereof. The COUNTY is a self-insured governmentalentity that is subject to the limitations of Section 768.28, Florida Statutes, as amendedfrom time to time. Nothing herein is intended to serve as a waiver of the COUNTY'ssovereign immunity.11. COUNTY cannot, and hereby specifically does not, waive or relinquish any of itsregulatory approval or enforcement rights or governmental obligations. Nothing in theRailroad-County Agreement, as amended, shall be deemed to create an affirmative dutyof COUNTY to abrogate its sovereign right to exercise its police powers andPage 9 of 12

Exhibit 2Page 44 of 55governmental powers. In addition, nothing in the Railroad-County Agreement, asamended, shall constitute or be deemed the approval of zoning by contract.12. The COMPANY shall comply with the requirements of the FRA and the FCC.13. This Amendment may be executed in counterparts, each of which shall bedeemed to be an original, but which together shall constitute one original Amendment.14. The COUNTY and the COMPANY hereby ratify and affirm in all respects theRailroad-County Agreement, as amended by this Amendment. Except as amendedherein, all terms and conditions of the Railroad-County Agreement remain in full forceand effect.15. The Railroad-County Agreement, as amended, shall be binding on and inure tothe benefit of the parties hereto and their respective successors and assigns. TheCOMPANY and the COUNTY do not intend to directly or substantially benefit a thirdparty. Therefore, the parties agree that there are no third party beneficiaries to Railroad-County Agreement, as amended, and that no third party shall be entitled to assert aright or claim against either of them based upon the Railroad-County Agreement, asamended.16. In the event of any conflict or ambiguity between this Amendment and theRailroad-County Agreement, the parties agree that this document shall control.17. Capitalized terms not otherwise defined herein shall have the meanings set forthin the Railroad-County Agreement.18. No modification, amendment or alteration in the terms or conditions contained inthe Railroad-County Agreement, as amended, shall be effective unless contained in awritten document and executed by the parties hereto.19. No failure on the part of any party to exercise, and no delay in exercising, and nocourse of dealing with respect to any right under the Railroad-County Agreement, asamended, shall operate as a waiver thereof, nor shall any single or partial exercise ofany right hereunder preclude any other or further exercise thereof or the exercise of anyother right or remedy provided at law or in equity.20. In the event of a dispute between the parties regarding this Amendment, theparties may seek mediation, using a mediator with knowledge and expertise in mattersrelated to the matter that is the subject of the disagreement.21. Notwithstanding anything to the contrary contained in this Amendment, nothingherein shall supersede any rights of the parties under the Easement Instrument.Page 10 of 12

Exhibit 2Page 45 of 55IN WITNESS WHEREOF, the parties hereto have made and executed thisFIRST AMENDMENT TO RAILROAD REIMBURSEMENT AGREEMENT GRADESEPARATION AGREEMENT: BROWARD COUNTY through its BOARD OF COUNTYCOMMISSIONERS, signing by and through its Mayor or Vice-Mayor, authorized toexecute same by Board action on the _____ day of _________________, 2012, andFlorida East Coast Railway, L.L.C., signing by and through its__________________________________, duly authorized to execute same.COUNTYATTEST:_______________________________Broward County Administrator, asEx-officio Clerk of the Broward CountyBoard of County CommissionersBROWARD COUNTY, by and throughits Board of County CommissionersBy____________________________Mayor____ day of ______________, 2012Approved as to form byJoni Armstrong CoffeyBroward County AttorneyGovernmental Center, Suite 423115 South Andrews AvenueInsurance requirements Fort Lauderdale, Florida 33301approved by Broward County Telephone: (954) 357-7600Risk Management Division Telecopier: (954) 357-7641By___________________________ By__________________________Dawn Mehler Date: Christine C. Lee Date:Risk Insurance and Contracts Manager Senior Assistant County AttorneyCCL/First Amend RR Reim Agreement11/16/12#12-071-07Page 11 of 12

Exhibit 2Page 46 of 55FIRST AMENDMENT TO RAILROAD REIMBURSEMENTAGREEMENT GRADE SEPARATION AGREEMENTCOMPANYATTEST: ______________________FLORIDA EAST COAST RAILWAY L.L.C.Print Name: ____________________Its ____________________ SecretaryBy: _______________________Print Name: ________________Its ________________________(Corporate Seal)Signed, sealed and deliveredin the presence of:__________________________________Print Name: __________________________________________________________Print Name: ________________________Page 12 of 12

FIRST AMENDMENT TORAILROAD REIMBURSEMEN T AGREEMENTGRADE SEPARATION AGREEMENTExhibit 2Page 47 of 55FEC Standard Construction Plan Review ItemsThe following notes are to be addressed in all construction plan submittals to the Florida East CoastRailway by the Roadway Authority as applicable to the specific project. The following list is not intendedto be inclusive of all construction plan review comments. Additional comments will be generated duringthe construction plan review that is specific to the project.Section 1: Notes and Labels (Items 1· 7)1 The project Roadway At Grade and/or Grade Separated Crossings should be identified on all applicable plans asfollows:Roadway NameRoadway Design Station X+XX.XX (0+00' RT) =Florida East Coast Railway (FEC)FEC Val-Map Sta. XXXX+XX.XCrossing Name Reference per FECAAR\DOT# XXXXXXXRR MP: X+XXXX'Roadway Station X+XX.XX is to be verified by the Roadway Authority. The Roadway Design Station is the point ofintersection of the centerline of Roadway Name with the centerline of the Mainline Northbound track (to be obtainedfrom the FEC Time Table).If there are multiple Crossings shown on the plans then identify all crossings (At Grade and Grade Separated).Include this note on all sheets and profiles where the Grade Crossings are shown including plan sheets, profiles,drainage plans, utility plans, landscape plans, signalization plans, signing, and pavement marking plans, etc.2 Prior to entering into, or working on the Railway's right-of-way, you will need to contact Florida Sunshine at 1-800-432-4770 for utility locates, as you will be working around live fiber-optic cables at this location. The Railway'ssignal cables are not listed with Sunshine and require a separate locate. Call 1-800-342-1131 ext 2377 and selectoption 1 to schedule a signal cable locate. Call the same number, 1-800-342-1131 ext 2377 and select option 2 fora Watchman. The Watchman will have to be scheduled 72 hours in advance of the start date for the work. Tomaintain a safe working environment, a Watchman will have to be present anytime you or your contractors areworking within the Railway's right-of-way. The roadway contractor will need to provide proof of insurance in theamounts required by the FEC at the time of construction.All Persons working within the Railway's right-of-way must have valid Roadway Worker Protection certifications inplace and must adhere to all the rules and reg ulations regarding that certification. This includes the use ofPersonal Protection Equipment (PPE). PPE includes the following items:• Hard Hat with reflective band.• Safety Glasses with side protection.• Fluorescent green safety vest.• Steel toed boots with minimum 6" cuff and non slip tread.• Hearing protection as needed.Please place the above notes on the plans.I of7

Exhibit 2Page 48 of 55Due to the unknown schedule of the Roadway Authority’s Contractor, it is not possible to estimate the time aWatchman will be required. Watchman services are charged on a “Per Day” rate, and invoiced directly to theRoadway Authority. As information, the cost for a Watchman is approximately $1000.00 dollars a day. TheRoadway Authority must estimate the number of days a Watchman will be required and budget for this cost.3 The Railway reserves the right to comment/approve the Roadway Authority construction plans affecting theRailway property or facilities any time prior to the start of construction regardless if previous construction planapproval has been granted.This reservation will be invoked only if the Railway has either by internal policy or mandate of law revised itsstandards as applicable to this project. The Railway shall notify the Roadway Authority of changes as far aspossible in advance of construction.The Roadway Authority shall, prior to the start of construction, verify with the Railway if any revisions to standardsare applicable to this project.Please place this note on the plans.4 The following items will apply to all work performed within Railway Property:All movements of equipment within Railway Property MUST be coordinated with the Railway Watchman.During Train Movements through the project location, Vehicles, Equipment, and Personnel WILL NOT beallowed to operate.Any damage caused by the Roadway Work to the Track or Railway Property will require repair immediatelyupon notification from the Railway or their designated personnel or Contractor. If the damage affects the track,track structure, Railway facilities, or train operations as determined by the Railway, the repairs will beperformed by the Railway at the Roadway Authorities expense including all associated costs of delays of theRailway.2 of 7Please place this note on the plans.5 The following Railway contact information should be included on the plans:Joseph (Leslie) Schonder –Public Projects EngineerFlorida East Coast Railway7150 Philips HighwayJacksonville, Florida 32256Office: 904-279-3196Mobile: 904-669-1144E-mail: leslie.schonder@fecrwy.com6 If any Overhead or Underground Utility Crossings are involved as part of this roadway project, those utilities mayrequire individual Utility Lease Agreements be filed with the Railway. Therefore please contact the followingpersonnel to complete new Utility Lease Agreement requirements if utility crossings are proposed:Bruce L. Baker4601 Touchton Road EastBuilding 300, Suite 3200Jacksonville, FL 32246

Exhibit 2Page 49 of 55Office: 904-565-4128E-Mail: Bruce.Baker@Flaglerdev.com7 The completed plan set should include the following:Plan/Profile Drawing (Existing and proposed)Typical Pavement Cross-Section DrawingUtility plans and profilesSpecified type of curb to be utilized on the Roadway side or medianTraffic Signalization Plans, including Pre-Emption requirements (must be provided on official letterhead fromthe Roadway Authority)Right-of-Way Plans (including any acquisitions or easements required)Landscaping Plans (including legend to verify size and type of landscaping to be installed)Lighting Plans (including legend to verify size and type of lighting poles, foundations, cable and jct. boxes to beinstalled)Paving and Drainage Plans (including proposed grading, locations of all Catch Basins, pipes, and under-drainsto be installed)Section 2: At Grade Crossings (Items 8-13)8 Track and grade crossing surface work to include new Concrete Crossing Panel installation (Omni Type ECR) willbe required for the construction of the proposed roadway improvements.The installation will require road closure for a minimum of 4 days.The roadway approaches to the rail crossing should NOT be completed until the track surfacing and ConcreteCrossing Panels installation has been completed.The Roadway Authority will be responsible for all Maintenance of Traffic, and to make any adjustment to theroadway design necessary to meet the crossing surface and track grade elevation as installed.See Standard Drawings ES6005.1 – ES6007.1 for details.9 The Railway will require the following work be completed as part of the project work.Roadway Authority will be responsible for all cost associated with Trimming/Clearing of all Vegetationwithin Railway Right-Of-Way Limits to a Maximum 2’ Height for a minimum distance of 325 feet from theedge of the roadway along track in each direction from the Crossing. Trimming/Clearing will be performedby Railway forces or Railway Authorized Contractor.This note may be added to the landscape plans but the work will be authorized and completed by the Railway.10 The following restriction of the masonry construction must be adhered to:“Curb & Gutter, Sidewalk, or any other masonry construction shall not be constructed within 12 feet of thecenterline of the nearest railway track as measured perpendicular to that track”.3 of 7

Exhibit 2Page 50 of 55The sidewalk, curbs, and medians will be required to end at the 12 foot distance. Asphalt Pavement will be utilizedby the Roadway in the space between the Masonry construction ending and the Crossing Panel Sections.Additionally the median treatment must be in compliance with standards.See Standard Drawings SC600.1, SC620.1, and SC650.1 for details.11 The Railway will require the following work be completed as part of the project work.No Trespassing Signs will be installed at all four quadrants of the Roadway Crossing. Installation will beperformed by Railway forces or Railway Authorized Contractor.This work will be authorized and completed by the Railway and the Roadway Authority shall be invoiced for allcosts associated with this installation. Please see Standard Drawings ES1010.0 for details.12 Please note that all proposed conduits underneath the existing Railroad tracks, if installed by Jack and Boremethod, shall provide a MINIMUM vertical cover of 5.5 feet below the Bottom of Tie to Top of Casing and extend tothe limits of the Railway right-of-way as shown in the standards referenced below.Please see Standard Drawings ES8090.5 and ES8090.6 and General Specifications for Sub-grade and AboveGrade Utility Crossings of Railway Right-of-Way for details.13 Please note that all proposed conduits underneath the existing Railroad tracks, if installed by the Directional Boremethod, shall provide a MINIMUM vertical cover of 10 feet below the Bottom of Tie to Top of Conduit or Casing andextend to 25 feet horizontally beyond the centerline of the track (measured perpendicular to track) beforetransitioning to a 5 foot MINIMUM vertical cover throughout the remainder of the Railway right-of-way as shown inthe standards referenced below:Please see Standard Drawings ES8090.4 for details.If Directional Bore conduit installed for use of traffic signal interconnection cable:Please see Specifications for the Installation of Traffic Signal Synchronization along Florida East CoastRailway Right-of-Way (see Standard Note 19 for more details).Section 3: Right of Way (Item 14 and 15)14 The following items should be shown on all applicable plans for clarity: Please show and identify the actual railway tracks through all Crossings for a minimum distance of 150 feet(along the tracks) on each side of the centerline of the roadway. Railway right-of-way should be shown, labeled, and dimensioned for clarity. Please show the actual Railwayright-of-way and not an approximate location. Please label the Railway right-of-way as “FEC R/W” or “FECROW” Identify Crossing Locations appropriately (See Comment #1)15 Storm Drainage Requirements:4 of 7

Exhibit 2Page 51 of 55No storm water may be directed towards or allowed to stand or pond within the Railway right-of-way. Earthswales or concrete or asphalt gutters shall be used to convey storm water to Municipal or private collectionsystems or storage ponds outside the Railway right-of-way.If the Roadway Authority work will affect or require modification to any existing Railway drainage facilitiesthrough or parallel to the work, it will be the Roadway Authority’s responsibility to properly design and provide adrainage system to accommodate the existing drainage, while not promoting or directing any additional volumeof storm water onto or towards the Railway right-of-way.No drainage structures (i.e. catch basins, manholes, junction boxes, etc.) shall be placed within the Railwayright-of-way.All storm water shall flow away from the Railway crossing surface and tracks structure. At no time shall anystorm water be directed towards the Railway crossing surface or track structure.Section 4: Traffic (Items 16-19)16 No Traffic Lane Shifts shall be allowed within the Railway right-of-way during construction. Therefore the followingnote is to be added to plans and the Maintenance of Traffic plans shall reflect this requirement.The Roadway Authority, or designated Contractor, shall not be allowed to perform Temporary LaneClosures, Lane Shifts, or detour routes within the Railway right-of-way without prior authorization from theRailway’s Signal Department personnel. The Roadway Authority will be required to contact the followingRailway Personnel to coordinate this phase of the project.Andy Fowler – Assistant Chief Engineer Signals and CommunicationsFlorida East Coast Railway7150 Philips HighwayJacksonville, Florida 32256Office: 904-279-3182Mobile: 904-669-1199E-mail: Andy.Fowler@fecrwy.comORFor Railway Mile Post 0+0000’ to 281+4096’James Powell – Signal Supervisor North EndFlorida East Coast Railway972 Deer Chase DriveSt. Augustine, Florida 32086Mobile: 904-669-2888E-Mail: James.Powell@fecrwy.comFor Railway Mile Post 282+2264 to 368+3059’John Marquette – Signal Supervisor South EndFlorida East Coast Railway3125 South Andrews LaneFt. Lauderdale, Florida 33316-4125Office: 305-889-5567Mobile: 954-325-3607E-Mail: John.Marquette@fecrwy.com5 of 7

Exhibit 2Page 52 of 5517 If pre-emption interconnection exists, and there are no intended Traffic Signalization pre-emption timing changesproposed, please provide a statement on Roadway Authority Letterhead which states: No Traffic Signalization preemptiontiming changes are proposed. Please ensure the project location, crossing name, railroad milepost, andproject numbers are included in the letter to identify the project.If Traffic Signalization pre-emption timing changes are proposed as part of this project the Roadway Authority willbe required to submit completed Traffic Signalization Plans for Railroad review and approval.The Roadway Authority will be required to provide a detailed timing sequence for the required timing and/or clearoutsequence required. This information will be required for the Railroad to determine design parameters toprovide the necessary Notification to the Traffic Control System.The Timing Sequence and/or Clear-Out sequence must provide a formal statement on Roadway AuthorityLetterhead, which includes the following completed statement:“The will require a total of ______ seconds of Pre-Emption timing from Railroad Pre-Emption Notification of train approach, to Train Arrival at the Crossing. This time will consist of __seconds Advanced Pre-Emption and __ seconds of Simultaneous Pre-Emption for a Total Time of __seconds”.This Letter must be signed by an authorized representative of the Roadway Authority and submitted for railroaddesign criteria requirements, and official Railroad records.Please ensure the project location, crossing name, railroad milepost, and project numbers are included in the letterto identify the project.18 The installation of Induction or Traffic Loop Detection systems by the Roadway Authority (or their designatedContractor) within the Railway right-of-way shall require all such equipment or installation to maintain a MINIMUM15 foot setback from the nearest rail or on the approach side of the crossing warning device, whichever is greatest.No Induction or Traffic Loop Detection system equipment or installation shall be allowed to be placed within therails or between tracks.The Railway is not responsible for damage to traffic loop sensors.19 The Traffic Signal Synchronization Conduit will be installed by Jack and Bore, or Directional Bore under the trackstructure at a minimum depth of 5.5 feet below bottom of tie, or a minimum depth of 5 feet below grade will bemaintained for the duration of the conduit run while on the right of way (whichever is greater).Please see Specifications for the Installation of Traffic Signal Synchronization along Florida East CoastRailway Right-of-Way for details.Section 5: Grade Separated Crossings (Items 20-24)20 The following MINIMUM FINAL clearances shall apply to all Grade Separated Crossings. Vertical – 23.5 feet above top of rail (ATR) throughout the entire width of the Railway right-of-way. Horizontal –No structures are to be placed within the Railway right-of-way. (New Bridge Designs MUST spanthe entire Railway right-of-way).6 of 7

Exhibit 2Page 53 of 55Please see Standard Drawing ES8090.3 for details.21 The following MINIMUM TEMPORARY clearances shall be maintained during construction. Vertical - 21.5 feet above top of rail (ATR) (TEMPORARY). Horizontal -15 feet in tangent sections of track measured perpendicular to the track (TEMPORARY). Horizontal - 20 feet in curved sections of track measured perpendicular to the track (TEMPORARY).Please place this note on the plans.22 If required, all bridges spanning the Railway right-of-way shall have crash walls installed in accordance withAmerican Railway Engineering and Maintenance of Way Association (AREMA) Specifications of the latest revisionand Florida Department of Transportation (FDOT) Specifications of the latest revision, whichever is more stringent.Crash walls are required when horizontal clearances between the face of the piers and the centerline of the trackare less than 25 feet measured perpendicular to the track.Crash walls may be omitted if a letter from the Roadway Authority (on official letterhead) is provided stating thatcrash walls are not required due to the bridge designs. Calculations signed and sealed by a Florida StateRegistered Professional Structural Engineer must accompany the letter.23 Please ensure the plans submitted include the following: Scaffolding and Railway Protection Plans indicating the proposed measures to protect the tracks and trainsfrom damage during construction. Jacking and Support Plans indicating measures to support the bridge. Bridging or Falsework Plans.Please note that final approval cannot be provided until a complete set of plans have been submitted for review.24 Drainage requirements:No storm water may be directed towards or allowed to stand or pond within the Railway right-of-way. Earthswales or concrete or asphalt gutters shall be used to convey storm water to Municipal or private collectionsystems or storage ponds outside the Railway right-of-way.If the Roadway Authority work will affect or require modification to any existing Railway drainage facilitiesthrough or parallel to the work, it will be the Roadway Authority’s responsibility to properly design and provide adrainage system to accommodate the existing drainage, while not promoting or directing any additional volumeof storm water onto or towards the Railway right-of-way.No drainage structures (i.e. catch basins, manholes, junction boxes, etc.) shall be placed within the Railwayright-of-way.All storm water shall flow away from the Railway crossing surface and tracks structure. At no time shall anystorm water be directed towards the Railway crossing surface or track structure.At no time will surface or bridge deck drainage be allowed to disperse or drain onto Railway property.Downspouts, scuppers, or spillways will not be allowed to disperse or allow drainage onto Railway property atany time. All Bridge Drainage Systems must convey storm water off of and away from Railway property by useof a closed collection system such as piping or a closed channel type system.Bridge Drainage System must prevent any drainage from entering into or causing erosion with the Railwayright-of-way and damaging any Railway facilities.7 of 7

Exhibit 2Page 54 of 55EXHIBIT 6MATTERS TO BE SUBMITTED TO THE FAA

Exhibit 2Page 55 of 55uPfease Type or Print on Til/$ FormU.S. Oepllmlent of TmmporUIUonFedellll A•latlon AdministrationFailure To Provide All Requested lnfonnation May Delay Processing of Your Notice1. Sponsor (person, company, etc. proposing this action):Attn.Name: Rorida East Coast Railway LLC.Notice of Proposed Construction or Alterationof:Form Approved OMB No.2120-0001Expiration Date· 813112014FOR FAA USE ONLYAllfDMuticDI Study NumberII9. Latitude: 26 0 03 , 48 ·13Al'10. Longitude:80 0 08 37 16W'Address: 7 411 Fullerton Street 11. Datum: D NAD83 DNAD27 00therSuite 100 12. Nearest: City: Dania Beach State FLCity: Jacksonville State: ~Zip: 32256 13. Nearest Public-use (not private-use) or Military Airport or HeliportTelephone: 904-279-3111Fax:2. Sponsor's Representative (if other than #1):Attn.Name:Address:City: State: Zip:Telephone:--Fax:of:FT. U.UDEliDALEIHCX.LYWOOO IHT&RNAliONAL AIRPORT14. Distance from #1 3 • to Structure: RUNWAY 31 will be over railroad tracks15. Direction from #13. to Structure: Near South End16. Site Elevation (AMSL): ft.17. Total Structure Height (AGL): ft.18. Overall Height (#16 + #17) (AMSL):19. Previous FAA Aeronautical Study Number (if applicable):3. Notice of: 0 New Construction 0 Alteration 0 Existing4. Duration: 0 Permanent D Temporary ( _months,__ days) Map is not applicable5. Work Schedule: Beginning TBD End6. Type: 0 Antenna Tower D Crane 0 Building 0 PowerUne0 Landfill OwsterTank 0 Other Radio Frequencies7. Marking/Painting and/or Lighting Preferred:0 Red Ughts and Paint D Dual- Red and Medium Intensity0 White-Medium Intensity 0 Dual- Red and high Intensity0 White -High Intensity D Other8. FCC Antenna Structure Registration Number (If applicable):20. Description of Location: (Attach a USGS 7.5 minute Quadrangle Map with theprecise site marked and any certified survey)'-OEft.21. Complete Description of Proposal:•The Florida East Coast Railway L.L.C. is inte9ding permit passenger train service inthe future. When this occurs, additional radiO. frequencies will be used for the benefitof the passengers and the safe operations of the trains. Specifically, the passengerservice will provide wifi 802.11 frequency on the train for remote internet service. Inaddition, Florida East Coast Railway L.L.C. will install new communications systemthat will utilize 220Mhz frequency for operations. The purpose of this request is forreview and confirmation of the FAA, that the use of these two frequencies arecompatible with airport operations.Frequency/Power (kW)Notice Is required by 14 Code of Federal Regulations, part 77 pursuant to 49 U.S.C •• Section 44718. Persons who knowingly and willingly violate the noticerequirements of part 77 are subject to a civil penalty of S1 ,000 per day until the notice is received. pursuant to 49 U.S.C .• Section 46301(a)I hereby certify that all of the above statements made by me are true, complete, and correct to the best of my knowledge. In addition, I agree to mark andlor light thestructure In accordance with estabfished marking & lfghtlng standards as necessary.DateI Typed or Printed Name and Title of Person Fmng NoticeNovember 26,2012 Robert B. Ledoux, Vice President..FAA Form 7460.1 (2·12) Supersedes PreVIOUS EditiOnI SignatureNSN: 0052-QD-012-0009