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Carcieri Exhibit #912

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Carcieri Exhibit #912 • AFFIDAVIT OF DONALD L. CARCIERI Donald L. Carcieri, being duly sworn, states as follows: I. In my capacity as Governor of Rhode Island during 2010, I served as the Chairman of the Board of Directors of the Rhode Island Economic Development Corporation ("EDC"). 2. In that capacity, I was present at the July 26, 2010 EDC Board meeting, at which the Board passed the resolution attached hereto as Exhibit 1 (the "Resolution"), a draft of which had been provided to me and which I had reviewed prior to the meeting. 3. I understood based on Exhibit A to the Resolution and the presentation and representations by the staff of the EDC that the proceeds of the EDC loan authorized by the Resolution, together with other cash available or to become available to 38 Studios, as set forth in the 38 Studios financial projections, would be sufficient to fund the so-called MMOG game (Project Copernicus) to completion. At no time prior to or during the July 26,2010 meeting did I receive any information to the contrary. 4. I also reviewed and relied upon a July 22,2010 memorandum that I received from the EDC's Executive Director, Keith W. Stokes, a true copy of which is attached hereto as Exhibit 2. Donald L. Carcieri \~ Subscribed and sworn to before me this 3 day of October, 2012. Notaryrf::C ({~. ~G·FUND&as ,.. ""''I"IU"PIIJUcOF- '""" aa. I • -~~~AND My Commission Expires: _, ....ea.. ,, bi&ptaflniiGDfa # 50934297 ' RHODE ISLAND ECONOMIC DEVELOPMENT CORPORATION RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF JOB GUARANTY PROGRAM TAXABLE REVENUE BONI)S {38 STUDIOS, LLC PROJECT), SERIES ZOlt WHEREAS, the Rhode Island Economic Development Corporation (the "Issuer") was constituted as a public oorporation and pubHc Instrumentality of the State of Rhode Island ("State'') pursuant to the provisions of Chapter 64 ofTitle42 ofthe General Laws of Rhode Island, I956 (2006 Rcenactmeot) as ameodod (the "Act'') and is authorized pursuant to the Act (i) to undertake the planning, development, construction, financing, management and operation of any project, including all activities In relation thereto, (ii) to enter Into agreements ofleaso, conditional salea contracts, loan agreements, mortgages, eonstruclloa eoatracts, operation contracts and other contracts and instruments entered into to finance its proj~ {iii) to son, mortgage, ~change, trans &It or otherwise dispose of any or all ofits projocta and properties, and (iv) to issue its negotiable bonds and notes for the purpose of providing funds to pay all or any part ofthe cost of any proje.ct or for the purpose of refunding any bonds tb.eretoforo issued and to mortgage and pledge any of its projocta or partS thereof as security for suc:h bonds; and WHEREAS, in order to finance the establishment of a video gaming studio in the State, including, but not llinited to, the development of assets associated with role playing video gaming and multi-media online games, including the dovelopment of specific products and intellectual property to be used for such purposes for the benefit of 38 Studios, LLC (the "Obligor") (the "Project") the Issuer desires to issue its $75,000,000 Rhode Island Economic Development Corporation Job Creation Ousranty Progrlllll Taxable Revenue Bonds (38 Studios, LLC Project), Series 2010 (the "Bonds"), all as more specifically set forth in a Loan and Ttust t.greemeot_ to be. en~ into by and among Obligor, Issuer and a Trustee to be designated by the Issuer; and ----· · ·--- -----·-------·-----· --·-- WHEREAS, pursuent to tho Jobs Creation Guaranty Program, 118 hereinafter defined, the Issuer is authorized snd empowered to guaranty payments for the Bonds issued for lhe Project and the Issuer will issue a guaranty sccmred by a capital reserve fund for such bonds 118 hereinafter specified; and WHEREAS, the financing of the Project i.• an authorized project <•n.-ler the Act: and WHEREAS,I:ho IsS\Ier ha.s made all of the findings required by§ 42-64-10 oflhe General Laws of Rhode Island, 1956 (2006 Reenactment), as amended a.s to the Project; and WHEREAS, the Issuer shall prior to the issuance of the Bonds,oomplete and release the analysis specified by § 42-64-1 0(2); snd WHEREAS, the Issuer is now desirous ofproceeding with the proposed financing of the Projcet; and WHEREAS, the Issuer intends to sell the Bonds to the underwriter or underwriters as specified at this meeting (the "Underwrlter'1 or to privately place the Bonds, upon such terms and condltiona 88 any Authorized Representative m&y deterinine in his/her sole dl5CI'etion, pursU811t to a Bond Purchase Agreement or Private Plarcmmt Agreement (aa herein defined) and, if required, to distribute in conuectfon therewith a Preliminary Oflicial Statement, Official Statement or Private Placement Memorand11111, 88 provided below; and WHEREAS, there shall be prepared and submitted on behalf of' the Issuer, a lbnn of Loan and Trust Agreement substantially incorporating the provisions of Exhibit A attached hereto, and made a part hereof and hereby incozporated by reference herein ("Exhibit A"); and WHEREAS, there shall be prepared for and delivered by the Issuer and the other parties thereto fonna of: (a) a Loan and Trust Agreement; (b) a Prolim!Dary Offieial Statement (In the event the Bonds are publicly offered); (c) a Final Oflieial Statement (in the event the Bonds are publicly offered) or a Private Placemem Memorandum; (d) the Bond l'uidl88e Agreement or Private Placement Agreement or Investor Letter; (c) such other instruments and doCliiDlents 88 the Executive Direetor of the Issuer with the advice of Legal Counsel shall deem appropriate or desirable; and WHEREAS, all of the foregoing doCliiDlents referenced In {a) through (e) above shall be in substantial conformity with and shall incorporate the provisions ofExbibit A attaehed hereto. NOW, THEREFORE, be it resolved by the Rhode Island Economie Development Corporation ss follows: Section 1. It bas been fOund and determined that: (a) The acquisition, undertaking, c:arrying out and operation of the Projeet will prevent, eliminate or reduee unemployment or underemployment in the State and will generally benefit economic development ofthe State; and (b) That adequate provision has been made or will be made for the payment of the cost of the construetion, rehab.ilitatlon, operation and maintenance and "PUql oftbe Project; and (c) The Projeet and the Premises are in eonformity with the applicable provisions of Chapter 23 ofTiUe 46, to the extent applicable; and (d) The Project is in cOnformity with the applicable provisions of tbe State Guide Plan. Section 2. A Loan and Trust Agreement, to be entered into by the Issuer, to be substantially in conformity with and to substantially incorporate the provisions of Exhibit A, is hereby approved, witb such changes, insertions and omissions as may be approved by any 2 Authorized Representative (as herolnafter defined). An.y Authorized Representative, acting singly, is hereby authorized to execute, aclcnowledge and deliver the Loan and Trost Agreement with such changes, insertions and omissions as may be approved by such Authorized Representative, including. without limitation, the establishment of various resetve IWCOIIIIts and funds thereunder. Section 3. The Issuer acting through its Authorized Representative shall appoint a Trusteo baaed on receipt of bids for such engagement as Trustee. Section 4. To acoomplish the putpOses of the Act and to provide for the financing of tho Project, the issuance of the Bonds Is hereby authorized, subject to the provisions of this Resolution and the aforesaid Loan and Trust Agreement. The Bonds shall be dated as provided in the Loan and Trust A8J'CCIIlellt, shall be in the aggregate principal amount of up to $15,000,000 and shall be issued as fully registered bonds, unless otherwise dotermined by any Authorized Representative. The Bonds shall mature, bear interest, be subject to redemption prior to maturity and bear such other tennt aa set torth in the Loan and Trust Agreement consistent with Exhibit A. The fonn of the Bonds. and theproviaious for signatures, authentication, paYilleot, prepayment and nwnber ahall be set forth In the Loan and Trust Agreoment. Section 5, The Bonds shall bo special revenue obligations of the Issuer payable solely from the revenues pledged therefore pursuant to the Loan and Trust Agreement. Neither tho State nor any 1111111icipality or political subdivision thereof(other than the Issuer) shall be obligated to pay the prino!pal of, premium, if any, or interest on the Bondll except as hereinafter authorized and as permitted pursuant to Chapter 026 and Chapter 029 of the Public Laws of 2010 (also known as H8158, as amended and S2923, as amended) (the "Jobs Creation Guaranty Program', • Neither the faith and credit nor the taxing or taking power of the State or any municipality or political subdivision thereof shall be pled pel to the payment of tho principal of, premium, ifany, or Interest on the Bonds. Section 6. The execution and delivery of a Bond Purchase Agreoment or a Private Placement Agreement or an Investor Letter as appropriate, is hereby authorized. The Bond Purc;hase Agreement or Private Placement Agreement or Investor Letter shall be in substantial conformity and substantially inoorporate relevant provisions ofExln"bit A, with such changes, Insertions and omissions as may be approved by auy Authorized Representative (the "Bond PurcbeKe Agreemenr'). Each Authorized ReptllSentative, acting singly, b hereby indivlduslly authorized to negotiate, execute and acknowledge the
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