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% EXHIBIT "B* thi s k a m & m m , mjjjm this _ _ day of . 19fli by USX08 PACIFIC M IUtOAD COMPANY and LOS 4S32&8S ifc SALT lAKiS BAZUtOAC OOMPAUY, corporations of the Stats ©f Utah (hereinafter sometimes called "Union Pacific”) , and LAS W M # & VALL4Y WAT^B SX$TBIC*T, created and exist log pursuant to the provisions of Chapter 167 of tbs 1947 Statutes of Nevada, as amended by Chapter 110 #f tha 1949 Statutes ©f Nevada and as amended by Chapter 307 ©f the 1951 Statutes of Nevada {hereinafter called "District*1), m m m s g m t Recitals The Union Pacific, the Las fag&s Land and Water Company (hereinafter called "Water Company") and the District are contemporaneously herewith entering into an agreement for the purchase by the District of the water distribution system of the Water Company in the City ©f Las Vegas, Nevada, and the water production and transmission facilities of the Union Pacific, including certain of its water bearing lands in said city, shown in pink on *ap attached hereto, marked Exhibit ">*, and made a part hereof, which properties are to bo conveyed to the District at a time herein referred to as the "sal# date". Certain of the said water production and transmission facilities consisting of pipe lines and power lines are located 1 upon property of Union Pacific which will sot be acquired by the District* If certain of said existing pipe lines and power lines were to remain in their present Xeaatioa upon the said property of Salon Pacific which is not to be acquired by the District,the existence of said pipe lines and pole lines would subst&nttally diminish the market value of the lands of Union Pacific in the vicinity of said pipe lines and power lines* The parties'agree 1