a~ ~~i LAW OFFICES MSCALL, PARKHURST & NORTON L.L.P. 717 NORTH HARWOOD JOO N. ST MARY'S STREET NINTH FLOOR 1525 ONE RIVERWALK PLACE DALLAS, TEXAS 75 201-658 7 SAN ANTONIO, TEXAS 78205-3503 TELEPHONE: 214 J84-9200 TELEPHONE 210 225-2800 FACSIMILE: 214 J54-9250 FACSIMILE 210 225-2984 Apri13, 2006 Judge Pat Tinley Kerr County, Texas 700 Main Street Kemille, Texas 78028 600 CONGRESSAVENUE 1250 ONE AMERICAN CENTER AUSTIN, TEXAS 78701-3248 TELePI-IONS. 512 4J8 3805 FPCSIMRE 512 472-OB>I Re: $1,030,000 Master Lease/Purchase Agreement Between Kerr County, Texas and Banc of America Leasing & Capital, LLC Dear Judge Tinley: In connection with the above-captioned transaction, enclosed please find an executed Investor Aclrnowledgement Letter. Should you have any questions, please do not hesitate to contact us. Cordially your/s, ~~ Syl O. lbarra s> enclosure BankofAmeric ~~' Bank of America Banc of America Leasing INVESTOR ACKNOWLEDGMENT LETTER Government finance IL1-231-13-38 231 la5alle St. Mazch 24, 2006 Chicago, IL 60604 Tel 312.828.5319 fax 312.974.3288 Kerr County, Texas 700 Main Street Kerrville, Texas 78028 RBC Dain Rauscher Inc. 153 Treeline Pazk, Suite 100 San Antonio, Texas 78209 McCall, Parkhurst & Horton L.L.P. 700 N. St. Mary's, Suite 1525 San Antonio, Texas 78205 RE: $1,030,000 MASTER LEASE/PURCHASE AGREEMENT BETWEEN KERB COUNTY, TEXAS AND BANC OF AMERICA LEASING & CAPITAL, LLC Ladies and Gentlemen: The undersigned (herein referred to as the "Banc"), as the "Lessor" under the MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT, dated as of March 16, 2006 (the "Lease Agreement"), between KERR COUNTY, TEXAS (herein referred to as the "County"), as "Lessee" under the Lease Agreement, hereby acknowledges and confirms that it has been furnished such financial, statistical and other information with respect to the County and the Lease Agreement, including an executed copy of the Lease Agreement and the Order of the Commissioners Court of the County which authorized the County to enter into the Lease Agreement (the "Order"), as the Banc deems necessary to enable it to make an informed investment decision with respect to entering into the Lease Agreement with the County and providing funds thereunder to enable the County to purchase the equipment and personal property described therein. The Banc further acknowledges that: 1. The "Rental Payments" (as defined in the Lease Agreement) aze payable from and secured by a pledge of ad valorem taxes to be levied annually of the County, within the limits provided by law, and by a security interest in the "Equipment" being financed thereunder, all in accordance with the provisions of the Lease Agreement. 2. The Banc, as a fmancial institution, has sufficient knowledge and experience in financial and business matters, including the purchase and ownership of municipal and other tax-exempt obligations and entering into lease-purchase ageements of a nature similaz to the Lease Agreement, to be able to evaluate the risks and merits of the investment represented by entering into the Lease Agreement with the County. 3. The Banc has entered into the Lease Agreement with the County for its own account as evidence of a loan and not with a view to, or for sale in connection with, any distribution of the Rental Payments received from the County or any part thereof. The Banc has not offered to sell, solicited offers to buy, or agreed to sell the Rental Payments or any part thereof, and the Banc has no present intention of reselling or otherwise disposing of the Rental Payments. USA ~~~ zooo zoaa us opmprcreamz z,,,~~er,o., Investor Acknowledgment Letter re: Master Equipment Lease/Purchase Agreement with Kerr County, Texas March 24, 2006 Page 2 4. As a sophisticated investor, the Banc has made its own credit inquiry and analysis with respect to the County and the Lease Agreement and has made an independent credit decision based upon such inquiry and analysis. The County has furnished to the Banc all the information which the Banc as a reasonable investor has requested of the County, and the Banc has had the opportunity to ask questions of and receive answers from knowledgeable individuals concerning the County and the Lease Agreement. The Banc is able and willing to beaz the economic risk of entering into the Lease Agreement with the County and serving as the Lessor thereunder. 5. The Banc further aclmowledges that it has been informed by the County of certain events regarding $5,140,000 in principal amount of HILL COUNTRY JUVENILE FACILITY CORPORATION LEASE REVENUE BONDS, SERIES 2002 (KERB COUNTY, TEXAS JUVENILE DETENTION FACILITIES PROJECT) (the "Lease Revenue Bonds") issued by the HILL COUNTRY JUVENILE FACILITY CORPORATION (the "Corporation") in December 2002, and the subsequent decision in September 2004 by the Commissioners Court of the County to exeicise its rights set forth in a lease agreement between the County (as the lessee thereunder) and the Corporation (as the lessor thereunder) not to appropriate for rental payments (i.e., debt service payments on the Lease Revenue Bonds) for the County's 2004-2005 fiscal year. The County has further informed the Banc that the Lease Revenue Bonds are no longer outstanding and all holders of the Lease Revenue Bonds executed a full release of the County and the Corporation with respect to their obligations related to the Lease Revenue Bonds. The County has furnished to the Banc all the information which the Banc as a reasonable investor has requested of the County regarding the Lease Revenue Bonds, and the Banc has had the opportunity to ask questions of and receive answers from knowledgeable individuals concerning the Lease Revenue Bonds. 6. RBC Dain Rauscher (the County's Financial Advisor) and McCall, Parkhurst & Horton L.L.P. (the County's Bond Counsel) have not undertaken steps to ascertain the accuracy or completeness of information famished to the Banc with respect to the County or the Lease Revenue Bonds described in pazagaph 5 above, and the Banc has not looked to either of those firms or entities for, nor have either of them made, any representations to the County with respect to that information. 7. The Banc understands that the Lease Agreement and the County's obligation to make Rental Payments due thereunder have not been rated by any rating agency or registered with any federal or state securities agency or commission. Very truly yours, Banc of America Leasing & Capital, LLC 231 S. LaSalle Street, 13th Fl IL1-231-13-38 Chicago, Illinois 60604 NamX e ,eoffrey C!"1 ~ ~,~~-'' Title: Vice President cc: Rhonda Calvert Jason Eshler