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(Draft - page 2) equipment, material and supplies on hand belonging to L.as Vegas L.and and Water Company, and all additions and better­ments, including the Hyde Park additions and betterments), as the same exist as of September 1st, 1952. (f) You will encumber ail other land in the L.as Vegas Valley, held by you, for a term of fifty years, with a covenant, running with the land, to the effect that no water well shall be drilled or dug thereon, to a depth exceeding one hundred feet. The cost of all improvements made by you subsequent to September 1st, 1952, up to the date of consummation of the sale, will be added to the amount of the purchase price. Said purchase price shall be paid to you in cash or in such other medium of payment as you may designate. It is understood that in order to finance this purchase it is nec­essary that the undersigned be authorized to issue bonds pursuant to the Statute qmder which the undersigned was created and is acting. Therefore, one of the conditions of this offer is that it shall not be binding upon the undersigned until its bonds so to be authorized are sold and the money therefrom is available. This offer shall remain in effect until it is rejected by you or is withdrawn by the undersigned by notice given thirty days before such withdrawal becomes effective, which notice shall be made and given with the same formality as this offer is made and given. Will you please advise your reaction to this offer, and if tenta-. tively acceptable, will you suggest a time and place where your attorneys can meet with ours, to draw up the papers setting forth a detailed agree­ment between us pertaining to the subject matter of this offer. -2 -