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�w 460 STINSON , MAG & FIZZELL 2100 CHARTERBANK CENTER 7500 WEST 1101-H STREET P.0. Box 19251 3745 INTERFIRST TWO OVERLAND PARK,KANSAS 66210-2329 DALLAS,TEXAS 75270.2171 (913)642-2900 KANSAS CITY, MISSOURI 64141-2251 (214) 741-2200 (816) 842-8600 CABLE:"MADTIM" TELECOPIER:(816)474-6882 TELEX:42-4123 January 9 , 1985 FEDERAL EXPRESS Ms. Urba Jean Hutchison First National Bank, Batesville, Arkansas 250 South Broad Batesville, Arkansas 72501 Re: City of Batesville, Arkansas Industrial Development Revenue Bonds - Westport Casuals Project, Series A and B (the "Bonds) Dear Ms. Hutchison: This office represents Westport Casuals, Inc. ("Seller") in connection with the sale of certain property covered by a lease between the City of Batesville, Arkansas, as landlord, and Seller, as tenant. The property involved in the sale is subject to the indebtedness of the Bonds. We understand that First National Bank, Batesville is to act as escrow agent for the purpose of holding the deed to the property from the City of Batesville to Seller (the "City Deed") . The First National Bank of Kansas City, Kansas City, Missouri (the "Trustee") is the trustee in connection with the Bonds . We also understand that the Trustee has delivered to First National Bank, Batesville a Trustee' s Release Deed (the "Release Deed") . This letter, which has been countersigned by the Trustee, constitutes escrow instructions respecting the delivery of the City Deed and the Release Deed. As you know, the City Deed and the Release Deed are both to be released for recording in connection with the sale of the subject property, provided that appropriate arrangements have been made for payment to the Trustee of the amount required to pay the Bonds . You should deliver both the City Deed and the Release Deed to or at the direction of Mr. Carl Circo, attorney ( for the Seller, provided that you have received verbal confirmation