(c) There shall be the following priority, in the order stated, with respect to claims against funds coming into the possession or control of the Trustee :

(1) Costs and expenses of the Trustee, as more fully elsewhere defined in this Indenture;

(2) Charges that rank senior to this Indenture, including the servicing of liens and encumbrances on the property that have attached to said property ahead of the Mortgage, whether by operation of law or by reason of improvements to said property as provided in this Indenture;

(3) Interest charges accrued on outstanding Debentures, treated ratably;

(4) The principal of all outstanding Debentures, treated ratably, with right, however, to apply funds in redemption of a part of the Debentures while. there exists no default with respect to the Debentures as a whole;

(5) The division of the excess as set forth in subdivisions (4) and (5) of Section 1(c) of Article V of this Indenture.

(d) At any time prior to December 31, 1967, Parties of the Second Part (or the survivor and the legal representatives of the one who has died), with the written consent of the Trustee, which shall not be unreasonably withheld, may sell all of the property subject to the Mortgage rather than free and clear of such Mortgage, in which event (1) the maturity of the Debentures shall be changed to be not earlier than five years from the date of such sale and not later than December 31, 1977, as the Trustee shall fix or approve in writing at or prior to the time of such sale, rather than the alternate maturity dates hereinabove stated, and (2) the participation of Debentureholders in the increased value of the property shall be by appraisal of the sale value of the property as between a willing seller and a willing buyer on said new maturity date, unless the owner of said property elects to make an actual sale at that time. The appraiser shall be a recognized individual or firm in the field of property appraisals and shall be nominated by the owner of the property and shall be subject to the approval of the Trustee, but such approval shall not be unreasonably withheld. If such a sale occurs the purchaser shall thereafter substitute for Parties of the Second Part under this Indenture.

Article X

Section 1. Whenever in this Indenture it is provided that the holders of a specified percentage in aggregate principal amount of the Debentures may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the holders of such specified percentage have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by Debentureholders in person or by agent, appointed in writing.

Section 2. The Parties of the First Part and the Parties of the Second Part and the Trustee may deem and treat the person in whose name any Debenture shall be registered upon the books of the Trustee as the absolute owner of such Debenture (whether or not such Debenture shall be overdue) for the purpose of receiving payment of or on account of the principal of and interest on such Debenture and for all other purposes.

Article XI

Section 1. A meeting of Debentureholders may be called at any time and from time to time pursuant to the provisions of this Article XI for any of the following purposes:

(a) To give any notice to the Parties to this agreement or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Debentureholders in each case pursuant to any of the provisions of this Indenture;

(b) To remove the Trustee and appoint a successor Trustee pursuant to the provisions of this agreement;

(c) To consent to the execution of an indenture or indentures supplemental hereto which, if approved by the corporate survivors of the Parties of the First Part, Parties of the Second Part and the Trustee, shall be as effective as if incorporated in this agreement, provided the same has been approved by holders of a majority of the outstanding Debentures or such larger amount as may be specified in this agreement as applicable to particular cases;

(d) To take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Debentures under any other provision of this Indenture or under applicable law.

Section 2. The Trustee may at any time call a meeting of Debentureholders to take any action specified in this Indenture, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Debentureholders, setting forth the time and the place of such meeting and the action proposed to be taken at such meeting, shall be mailed by the Trustee not less than ten days nor more than thirty days prior to the date fixed for the meeting.

Section 3. The Trustee may make such reasonable regulations as the Trustee may deem advisable for any meeting of Debentureholders.

Article XII

Section 1. The Parties to this agreement and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture and which shall not adversely affect the interests of the holders of the Debentures.

The Trustee is hereby authorized to join with the other Parties in the execution of any such supplemental inden

ture.

Section 2. With the consent of the holders of not less than 66% in aggregate principal amount of the Debentures at the time outstanding, the Parties of the Second Part and the Trustee may, with the written consent of the then corporate survivors of Parties of the First Part, from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture (including,

but without limitation, those relating to the Sinking Fund obligations) or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall extend the fixed maturity of any Debentures or reduce the rate of interest or reduce the principal amount thereof, without the consent of the holder of each Debenture so affected.

Section 3. Upon the execution of any supplemental indenture pursuant to the provisions of this Article XII, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations, duties and immunities under this Indenture of the Trustee, the Parties hereto and the holders of Debentures shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Article XIII

If (a) the Parties of the Second Part or either thereof shall deliver to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Debentures shall have been authenticated and delivered) and not theretofore cancelled, or (b) all the Debentures not theretofore cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Parties of the Second Part or either thereof shall provide or cause the Trustee to be provided with the entire amount sufficient to pay at maturity or upon redemption all of the Debentures (other than any Debentures which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Debentures shall have been authenticated and delivered) not theretofore cancelled or delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Parties of the Second Part or either thereof shall also provide or cause to be provided all other sums payable hereunder, then this Indenture shall cease to be of further effect, and the Trustee, on demand of the Parties of the First Part or Parties of the Second Part or any thereof, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture and cancellation of the Mortgage.

Article XIV

Section 1. The land covered by the Mortgage executed by Parties of the Second Part, as to certain portions thereof, is partially improved and as to other portions thereof is unimproved. Because of the probability that improvements made to such property during the life of the Debentures will enhance the value of the property above the cost of such improvements, it is provided in the Mortgage that a senior charge, whether in the form of a trust deed or prior mortgage or similar documents, may be placed on such property (including improvements) at any time or from time to time to cover the cost of improvements made or to be made after June 30, 1962. Such Mortgage

stipulates in this connection that no such mortgage, deed of trust or other senior charge shall be placed on such property or improvements without the written consent of the Trustee but that such consent will not be unreasonably withheld, and the Trustee is hereby authorized to give such consent. The consent of the Trustee shall be treated for all purposes as given and received if the Trustee, within sixty days after application has been received for such consent from Parties of the Second Part or either thereof, fails to file with Parties of the Second Part or their legal representatives in case of death, a written dissent based on Trustee's stated finding that such proposed improvements would not, over the remaining life of the Debentures, improve the value of the property in excess of the costs of the improvements.

Section 2. Nothing in this Indenture or in the Debentures, expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the Parties hereto and the holders of the Debentures, any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all its covenants, conditions and provisions being for the sole benefit of the Parties hereto and of the holders of the Debentures.

Section 3. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

Section 4. Unless and until any Party hereto gives written notice to the Trustee to the contrary and giving another address for notices hereunder:

(a) Any notice to any of the Parties of the First Part may be sent to such party at 67 Broad Street, New York City.

(b) Any notice to either of the Parties of the Second Part may be sent to such party at Indio, California.

(c) Any notice to the Trustee may be sent to 67 Broad Street, New York City.

IN WITNESS WHEREOF, The Winfield Baird Foundation and The David, Josephine and Winfield Baird Foundation, Parties of the First Part, and Floyd B. Odlum and Jacqueline Cochran Odlum, his wife, Parties of the Second Part, and David G. Baird, as Trustee, have caused this Indenture to be signed and acknowledged.

non-profit organizations and are planning so that they will have a program which will enable further donations to be made that will provide the donees with income over a period of time and certain principal amounts in the future: and

WHEREAS Floyd B. Odlum and/or his wife, Jacqueline Cochran Odlum, have in times past donated to certain of the non-profit organizations which have also been recipients of donations from one or both of the Foundations above named and contemplate making additional such donations from time to time in the future; and

WHEREAS the Foundations first above named would like at this time or in the near future to distribute by donation up to $2,800,000 in the form of long-term interest-bearing notes and such proposed action has been approved by Floyd B. Odlum and Jacqueline Cochran Odlum; and

WHEREAS over past years from time to time advances of funds have been made by one or both of the Foundations above named directly or indirectly to Floyd B. Odlum and/or Jacqueline Cochran Odlum at their request and Floyd B. Odlum and/or Jacqueline Cochran Odlum made firm or contingent commitments to said Foundations in connection with such advances which at the maximum, if all the contingent commitments should mature in full, would amount, including interest to January 1, 1964, to $2,800,000; and

WHEREAS Floyd B. Odlum and Jacqueline Cochran Odlum wish to give to the Foundations first above named security for this full amount so that, with such security plus the pledge of certain securities by said Foundations, notes or debentures amounting to $2,800,000 can be distributed to charities or other non-profit institutions by said Foundations; and

WHEREAS the amount of security provided by this Mortgage, while stated as a maximum of $2,800,000 plus certain possible participations, will be reduced by the sale of the securities pledged by the Foundations, as well as by certain donations;

NOW THEREFORE, the undersigned hereby give and grant to David G. Baird, as Trustee, whose residence is 28 Prospect Avenue, Montclair, New Jersey, a Mortgage on the terms and conditions hereinafter set forth on the following described property in the County of Riverside, State of California, all located in Township 5 South, Range 7 East, San Bernardino Base and Meridian, as shown by United States Government survey:

A.

1. The south half (12) of Section 35.

2. The northeast one-quarter (14) of Section 35, excepting there from the following described portion: beginning at the southwest corner of said northeast quarter; thence east 990 feet; thence north 1,320 feet; thence west 990 feet; thence south 1,320 feet to the point of beginning.

3. The northwest one-quarter (14) of Section 35, excepting therefrom the following described portion: beginning at the southeast corner of said northwest quarter; thence west 330 feet; thence north 1,320 feet; thence east 330 feet; thence south 1,320 feet to the point of beginning.

The land excepted under 2 and 3 above constitutes a square block or parcel having dimensions of 1,320 feet by 1,320 feet which is not owned by grantors. Grantors, however, for the purpose of adjusting boundaries, so as not to interfere with improvements on grantors' land, reserve the right to exchange a strip or parcel of land,

subject to easements and rights-of-way for roads, irrigation lines, public utilities and similar public rights-of-way as recorded in the office of the County Recorder of the County of Riverside, State of California.

Including all buildings and improvements thereon, or that may during the term hereof be erected thereon; together with all and singular the tenements, hereditaments and appurtenances, water and water rights, pipes, flumes and ditches thereunto belonging or in any wise appertaining.

This Mortgage is given as security in the amount of $2,800,000 for the payment thereof on or before June 30, 1982, together with interest thereon at the rate of 4% per annum from and after January 1, 1964. If the grantors herein named shall both die prior to June 30, 1982, the maturity of said obligation shall be two years after the death of the survivor as between said grantors. The debentures may, on conditions therein stated, mature prior to the time stated in this paragraph. If the grantors sell the mortgaged property subject to this Mortgage, as they reserve the right to do subject to the approval of the Trustee, the maturity date of the debentures will become a date not earlier than five (5) years from the date of such sale and not later than December 31, 1977, as the Trustee shall fix or approve in writing at or prior to the time of such sale.

This Mortgage is being given to the Trustee to secure an issue of debentures to be donated or other wise distributed by one or both of the Foundations first above named. There will be other assets pledged by said Foundations as security for said debentures and the proceeds from the sale of such other assets will reduce by like amount the sums above stated as secured hereby.

The agreement defining the rights and limitations of the holders of said debentures and the characteristics of said debentures provides, among other things, for the appointment of a successor Trustee in the event David G. Baird resigns or becomes unable to act as Trustee. It also provides that if the debentures to be partly secured by this Mortgage mature prior to June 30, 1982 and the property made subject to this Mortgage is sold during the subsequent two (2) years, a portion of the net proceeds of such sale in excess of a sum equal to $5,000,000 plus the amount of any liens on the property prior to this Mortgage will be distributed pro rata to the then outstanding debentures. If the debentures become paid off and discharged prior to their maturity, this Mortgage shall cease to become in

ATLAS CORPORATION,

AGREEMENT

December 17, 1956

DECEMBER, 17, 1956.

Care of The First National Bank of Jersey City,
Jersey City, NJ.

DEAR SIRS: You have represented to us that you own beneficially, or have agreed to purchase, 384,053 shares of the Common Stock, $2.50 par value, of Walt Disney Productions, a corporation organized and existing under the laws of the State of California. We, the undersigned, as trustees of the Winfield Baird Foundation under Deed of Trust dated as of January 2, 1936 from David G. Baird to Earl S. Baird, Harold S. Baird and David G. Baird, represent to you that we have all requisite power and authority to perform fully the obligations to be performed hereunder on our part in accordance with our agreement set forth below.

We agree to purchase from you, and you agree to sell to us said 384,053 shares of Common Stock of Walt Disney Productions, at the price of $22.00 per share, or an aggregate of $8,449,166, payable as follows:

$1,500,000 in cash or by certified or official bank check payable to your order in New York Clearing House funds, and

the balance of $6,949,166 by our collateral promissory note, in the form annexed hereto as Exhibit A, dated the date of delivery, to become due six months thereafter, to bear interest at 6% per annum payable at maturity and to be secured by the pledge as collateral thereunder of all of said 384,053 shares of the Common Stock of Walt Disney Productions and of 80,000 shares of the capital stock of Skyline Oil Company, a corporation organized and existing under the laws of the State of Nevada.

Payment for the delivery of the shares to be purchased shall be made at the office of The First National Bank of Jersey City, New Jersey at on December

20, 1956. At that time you will deliver to us certificates for the shares of Common Stock of Walt Disney Productions to be purchased hereunder duly endorsed in blank and with all nece ary stock transfer tax stamps affixed

or provided for. Upon receipt, we shall redeliver such certificates to you and shall deliver to you certificates for the 80,000 shares of the capital stock of Skyline Oil Company to be pledged as additional collateral securing our collateral promissory note, together with appropriate instruments of assignment duly executed by us in blank. You will cause the shares of Common Stock of Walt Disney Productions to be registered in such name or names as we may direct, but may retain the certificates therefor in your possession, together with the certificates for the shares of capital stock of Skyline Oil Company, as pledgor pursuant to the terms hereof and of our collateral prom

issory note.

You have advised us that certificates for not more than 3,000 shares recently purchased by you of the 384,053 shares of Common Stock of Walt Disney Productions to be purchased hereunder have not as yet been delivered to you. In the event that certificates for such shares shall not have been delivered to you at the time specified for purchase and sale hereunder, failure to deliver certificates for such shares at such time shall not constitute a default hereunder, nor shall we be excused from completing the purchase and sale of the remaining shares. We may, however, withhold from the sum to be paid in cash or by check the purchase price of such shares until delivery is made of the certificates therefor. You represent that at the time of delivery of each of the shares of Common Stock of Walt Disney Productions to be purchased hereunder you will have good title thereto, free and clear of all liens and encumbrances, and we represent to you that at the time of pledge of such shares and of the 80,000 shares of capital stock of Skyline Oil Company we will have good title thereto, free and clear of all liens and encumbrances other than the pledge thereof provided for herein.

In the event that at any time prior to the maturity of our collateral promissory note we shall prepay $1,000,000 or more of the principal thereof, together with interest on such amount to the date of prepayment, you agree upon our request to extend the maturity of all or any portion of the remaining balance of the principal of such note for an additional six months' period, but only on payment by us of the interest then due. The fact of such extension shall be endorsed upon the face of the collateral promissory note, or, at your request we will execute and deliver to you in exchange therefor a new collateral promissory note in the same form (but bearing the extended maturity date) for the principal balance then owing. In either event you shall continue to hold the collateral security pledged with you in accordance with the terms

hereof and of such note.

All of the shares of Common Stock of Walt Disney Productions to be purchased by us are being acquired by us as trustees for the sole account of the Winfield Baird Foundation for investment and not with a view to the resale or distribution of any thereof.

If the foregoing is acceptable to you, kindly so indicate in the space provided below on the duplicate original