- 1 - PERPETUAL AERIAL EASEMENT ACQUISITION 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