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C.L.D. No. 11342-1 THTawa^gfTKMF.NTAL AGREEMENT, made this day of ~ W * 1954, by LOS ANGELES & SALT LAKE RAILROAD COMPANY and its lessee, UNION PACIFIC RAILROAD COMPANY, Utah corporations, LAS VEGAS LAND AND WATER COMPANY, a Nevada corporation (hereinafter collectively called "First Parties"), and LAS VEGAS VALLEY WATER DIS-a public corporation created and existing pursuant provisions of Chapter 167 of the 1947 Statutes of as amended by Chapter 130 of the 1949 Statutes of and as amended by Chapter 307 of the 1951 Statutes TRICT, to the Nevada Nevada of Nevada, Second "District"). Party (hereinafter sometimes called RECITALS An agreement was heretofore entered into by aad between the First Parties and the District under date of June 1, 1953, said agreement in general providing for the sale to the District of certain real property, water rights and water production, storage and transmission facilities located in the City of Las Vegas, Nevada. On September 30, 1953, a special bond election was held in said District at which the electors authorized the issuance of $8,700,000 of bonds of said District for the purpose of carrying out said agreement of June 1, 1953, and for other purposes of the District. The District is at present diligently taking the necessary steps to sell said bonds at the earliest practicable time to provide the funds necessary for carrying out said agreement of June 1, 1953. Section 14 of said agreement of June 1, 1953, among other things, provides that if the District shall have failed to sell said bonds by December 31, 1953, then at any time after December 31, 1953, said agreement may be terminated either by the First Parties or by the District, after having given the other party thereto not less than ninety (90) calendar days' notice of intention to terminate Neither of the parties hereto has to the present date given notice of termination of said agreement. The District and the First Parties are of the opinion that it is to the interest of both of said parties that said bonds be successfully sold at the earliest opportunity. For that purpose it is necessary that prospective bond purchasers be assured that said agreement of June 1, 1953, is not subject to termination by either party thereto before the award and sale of said bonds.