- 1 - PERPETUAL AERIAL EASEMENT ACQUISITION AGREEMENT ...

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 -