upr000258 299

Km (C O U P O N F O R M ) - Coupon N o ............... ............ O n the first day o f........................ 19...., L A S V E G A S V A L L E Y W A T E R D IS T R IC T w ill pay to the bearer, at the office o f the Treasurer of the D istrict in the C ity o f Las V egas, N evada, or at any fiscal agency o f the Las V egas V alley W ater D istrict in T h e C ity o f L os A ngeles, California, in the C ity of Chicago, Illinois, or in the City o f N ew Y ork, N ew Y ork, at the option o f the holder hereof, the sum o f...............................................D ollars ($....... ..................) in law ful m oney o f the U nited States o f A m erica, being the interest then due on its W A T E R ­W O R K S B O N D , 1954, N o ....................................... dated M arch 1, 1954, subject to the provisions on the reverse hereof. Secretary o f the Las V egas V alley President o f the Las V egas V alley W a ter D istrict and o f the Board W ater D istrict and o f the Board o f D irectors thereof. of D irectors thereof.' ^ On the reverse side o f the coupon there shall be printed substantially the follow in g : (R E V E R S E O F C O U P O N ) I f the bond to w hich this coupon is attached is redeem able and is duly called for redem ption on a date prior to the m aturity date o f this coupon, this coupon will be void. Substantially the follow in g provisions for redem ption and for registration shall be printed on the reverse side o f the b o n d : P R O V IS IO N S F O R R E D E M P T IO N U nless this bond matures on or prior to M arch 1, 1964, it is redeem able from the proceeds o f refunding bonds or from any funds of the D istrict at the option o f said Board on M arch 1, 1964, or on any interest paym ent date thereafter prior to m aturity and if this bond matures M arch 1, 1990, it is also redeem able from revenues o f the D istrict on M arch 1, 1959, or on any interest paym ent date thereafter in the manner and subject to the terms and provisions, and w ith the effect set forth in a resolution o f the Board of D irectors o f Las V egas V alley W ater D istrict adopted on January 8, 1954, upon at least thirty (30) days’ prior notice published in a new spaper o f general circulation published in the District, in a newspaper of general circula­tion published in the C ity of L os A ngeles, California, and one (1 ) publication in a financial new spaper or journal o f national circulation published in the C ity o f N ew Y ork, N ew Y ork, at a redem ption price equal to 100.5% o f the principal am ount thereof, plus y 2 of 1% o f such principal am ount for each w hole tw elve months period and for any rem aining fraction of a tw elve m onths period from the date fixed for redem ption to the m aturity date o f such bond, but not exceeding 105% of such principal amount. P R O V IS IO N S F O R R E G IS T R A T IO N T his bond, if unregistered, m ay be registered, in the nam e o f any person (designated by the bearer) as the registered ow ner hereof, as to principal. Each registration, transfer after registration or discharge from registration of this bond shall be entered b y the Treasurer of Las V egas V alley W ater D istrict in books kept for the purpose at his office in Las V egas, N evada, and noted b y him in the registration blank on this bond. So lon g as this bond is registered no transfer hereof shall be valid for any purpose unless m ade b y the registered ow ner and entered and noted as herein provided, and the principal hereof and any prem ium upon the redem ption hereof shall be payable only to the registered ow ner, or to his order. Interest on this bond, if registered, shall be payable to bearer upon presentation o f the interest coupon hereto attached. E ach discharge hereof from registration shall be effected b y an entry on the registry books, and a notation in the blank below , that this bond is payable to bearer, w hereupon this bond shall becom e an unregistered, beater instrument, negotiable by delivery as if it had never been registered. E ach registration o f this bond, if unregistered, w ill be made only upon request o f the bearer hereof. A fter registration each transfer or discharge from registration o f this bond, or issuance o f a new bond in lieu hereof, w ill be made on ly upon request o f the registered owner. 13 E ach request or transfer must be in form satisfactory to the Treasurer and must be made in writing, signed b y the registered owner, or b y his agent duly authorized in w riting, or by the bearer, as required. Date of In Whose Name Signature of Registration Registered Treasurer Section 29. C onsent o f Bondholders. T he consents o f bondholders provided for in Sections 29 to 35, inclusive, hereof shall relate solely to the amendment, w aiver or m odification of covenants and provisions specified in Sections 6 to 10, inclusive, Sections 13 to 22, inclusive, and Sections 24 and 25 hereof, and shall not be effective to w aive or m odify any other provisions o f this resolution or o f any o f the proceedings for the issuance of said bonds. A n y act relating to the amendment, waiver or m odification o f any of the said covenants or provisions consented to b y bondholders holding sixty-six and tw o-thirds per cent (6 6 -2 /3 % ) in aggregate principal am ount of the outstanding bonds, exclusive o f bonds, if any, ow ned by the District, shall be binding upon the holders of all o f the bonds and interest coupons, whether such coupons be attached to bonds or detached therefrom , and shall not be deemed an infringem ent of any o f the provisions of this resolution or of Chapter 167, Statutes o f Nevada, 1947, as amended and supplemented, whatever the character of such act m ay be, and m ay be done and perform ed as fully and freely as if expressly perm itted b y the terms o f this resolution, and after such consent relating to such specified matters has been given, no bondholder or holder o f any interest coupon, whether attached to a bond or detached therefrom , shall have any right or interest to ob ject to such action or in any manner to question the propriety thereof or to enjoin or restrain the Board of D irectors o f the D istrict or any officer of said D istrict from taking any action pursuant thereto. Section 30. Calling B ondholders’ M eeting. If the Board o f D irectors o f said D istrict shall desire to obtain any such consent it shall duly adopt a resolution calling a m eeting of bondholders for the purpose o f considering the action, the consent to w hich is desired. Section 31. N otice of M eeting. N otice specifying the purpose, place, date and hour of such m eeting shall be published once in each o f four successive calendar weeks in a newspaper printed in the E nglish language and published and o f general circulation in Las V egas, Nevada, and in a financial newspaper or journal o f national circulation published in the City of N ew Y ork, N ew Y ork, the first publication to be not less than sixty (60) days and not m ore than ninety (90) days prior to the date fixed for the meeting. Such notice shall set forth the nature o f the proposed action, consent to which is desired. If any of the bonds shall be so registered as to be payable otherw ise than to bearer, the Secretary o f the D istrict and of the Board of D irectors thereof shall, on or before the first publication o f such notice, mail a similar notice, postage prepaid, to the respective registered owners thereof at their addresses appearing on the bond registry books. T h e place, date and hour o f holding such m eeting and the date or dates o f publishing and m ailing such notice shall be determined by the Board of D irectors, in its discretion. T h e actual receipt b y any bondholder of notice o f any such m eeting shall not be a condition precedent to the holding of such m eeting, and failure to receive such notice shall not affect the validity o f the proceedings thereat. A certificate b y said Secretary, approved b y resolution of the Board o f D irectors o f said District, that the m eeting has been called and that notice thereof has been given as herein provided shall be conclusive as against all parties and it shall not be open tq any bondholder to show that he failed to receive notice o f such meeting. Section 32. V otin g Qualifications. A n y bondholder may, prior to any such m eeting, deliver his bond or bonds to any agency designated by the Board o f D irectors o f the D istrict for the purpose, and shall thereupon be entitled to receive an appropriate receipt for the bond or bonds so deposited, calling for the redelivery o f such bond or bonds at any tim e after the meeting. T he Treasurer o f the D istrict shall prepare and deliver to the chairman o f the m eeting a list o f the names and addresses of the registered ow ners o f bonds, with a statement o f the maturities and serial num bers o f the bonds held and deposited b y each o f such bondholders, and no bondholder shall be entitled to vote at such m eeting unless his nam e appears upon such list or unless he shall present his bond or bonds at the m eeting or a certificate o f deposit thereof, satisfactory to the Board of D irectors o f the D istrict, executed b y a bank or trust com pany. N o bondholder shall be permitted to vote w ijh respect to a larger aggregate principal am ount o f bonds than is set against his name on such list, unless he shall produce the bonds upon which he desires to vote, or a certificate o f deposit thereof as above provided. 14