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SECOND DRAFT 9/29/50 BCR:LW \ THIS AGREEMENT made and entered into this ___ day of ________________ , 1950, by and between LOS ANGELES & SALT LAKE RAILROAD COMPANY, a Utah corporation, First Party, UNION PACIFIC RAILROAD COMPANY, a Utah corporation, Second Party, both of said companies being hereinafter collectively called "RAILROAD COMPANY", and LAS VEGAS LAND AND WATER COMPANY, a Nevada corporation, Third Party, hereinafter called "WATER COMPANY", WITNESSETH: RECITALS First Party is the owner of certain real property hereinafter ealled "Water Bearing Lands" located in the City of Las Vegas, County of Clark, State of Nevada, outlined in Red color upon the map marked "Exhibit A" attached hereto and made a part hereof, and certain springs, water wells, pipe lines, reservoirs and other facilities located upon said water bearing lands by means of which underground water is produced and saved from said lands* The First party is also the owner of the pipe lines shown colored in Green on "Exhibit A" which are located upon said water bearing lands and upon adjacent property owned by First Party through which water produced from the said water bearing lands is transported and delivered into the distribution systems of First Party and of Water Company* The First Party is also the owner of the power lines shown colored in Yellow on "Exhibit A ” . Rights of way for said power lines and pipe lines are shown outlined in Purple color on "Exhibit A"* - 1 -