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2649 r ,.Il,_ ORDINANCE NO. Z4 171 AN ORDINANCE AUTHORIZING THE ISSUANCE OF NET CASINO GAMING RECEIPTS TAX BONDS FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COST OF CAPITAL IMPROVEMENTS; PLEDGING THE CITY'S SHARE OF COLLECTIONS OF THE NET CASINO GAMING RECEIPTS TAX LEVIED UNDER AMENDMENT NO. 100 TO THE ARKANSAS CONSTITUTION TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, there was submitted to the qualified electors of the City of West Memphis, Arkansas (the "City") the questions of issuing, under Amendment No. 62 to the Constitution of the State of Arkansas (the "State") and under Title 14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987 Annotated(the "Authorizing Legislation"), (a)capital improvement bonds in the maximum aggregate principal amount of$1,935,000 for the purpose of financing a portion of the costs of acquiring, constructing, furnishing and equipping improvements to library facilities, including particularly, without limitation, a new library and any necessary parking, landscaping, drainage, lighting and utility improvements related thereto (the "Library Improvements") and (b) capital improvement bonds in the maximum aggregate principal amount of$9,050,000 for the purpose of financing all or a portion of the costs of acquiring, constructing, furnishing and equipping park and recreational facilities and improvements (i) in Hightower Park, including particularly, without limitation, improvements to the Roberta Jackson Neighborhood Center, trail improvements, a new pavilion and playground equipment (the "Hightower Park Improvements"), (ii) in Tilden Rodgers Park, including particularly, without limitation, improvements to the baseball fields, softball fields and tennis courts, a splash pad and playground equipment (the "Tilden Rodgers Park Improvements"), (iii) in Worthington Park, including particularly, without limitation, a splash pad (the "Worthington Park Improvements") and (iv) in Franklin Park, including particularly, without limitation, a splash pad and any necessary land acquisition and parking, landscaping, signage, concession, road and utility improvements related thereto (the "Franklin Park Improvements"); and WHEREAS, at the special election held December 10, 2019, a majority of the electors voting on the question approved the issuance of such bonds; and WHEREAS, the Library Improvements have been completed in full and the costs thereof were paid with available funds of the City; and WHEREAS, work on the Hightower Park Improvements has begun and the costs thereof are being paid with available funds of the City; and WHEREAS, the City Council has determined to proceed with the Tilden Rodgers Park Improvements, the Worthington Park Improvements and the Franklin Park Improvements (collectively, the "Improvements") and to issue capital improvement bonds in the aggregate principal amount of $9,050,000 designated as "City of West Memphis, Arkansas Net Casino Gaming Receipts Tax Bonds, Series 2023" (the "Series 2023 Bonds"); and WHEREAS,the City has made arrangements for the sale of the Series 2023 Bonds to Stephens Inc. (the "Purchaser"), at a price of$8,861,275.25 (principal amount less $21,299.75 of net original issue discount less $167,425 of underwriter's discount) (the "Purchase Price"), pursuant to a Bond Purchase Agreement between the Purchaser and the City (the "Purchase Agreement"), which has been presented to and is before this meeting; and WHEREAS, the Preliminary Official Statement, dated October 11, 2023, offering the Series 2023 Bonds for sale (the "Preliminary Official Statement"), has been presented to and is before this meeting; and WHEREAS, the Continuing Disclosure Agreement between the City and Bank OZK, Little Rock, Arkansas (the "Disclosure Agreement"), providing for the disclosure obligations of the City with respect to the Series 2023 Bonds, has been presented to and is before this meeting; and WHEREAS, the City may issue additional parity bonds under Section 12 hereof; and WHEREAS, the Series 2023 Bonds and any such additional parity bonds are hereinafter referred to collectively as the "bonds"; NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of West Memphis, Arkansas: Section 1. The Improvements shall be accomplished, and the Mayor and City Clerk are hereby authorized to take all action necessary in connection therewith and to execute all required contracts and documents. Section 2. The offer of the Purchaser for the purchase of the Series 2023 Bonds from the City at the Purchase Price, for Series 2023 Bonds bearing interest at the rates per annum, maturing and otherwise subject to the terms and provisions hereafter in this Ordinance set forth in detail is hereby accepted and the Purchase Agreement, in substantially the form submitted to this meeting, is approved and the Series 2023 Bonds are hereby sold to the Purchaser. The Mayor is hereby authorized and directed to execute and deliver the Purchase Agreement on behalf of the City and to take all action required on the part of the City to fulfill its obligations under the Purchase Agreement. Section 3. The Preliminary Official Statement is hereby approved and the previous use of the Preliminary Official Statement by the Purchaser in connection with the sale of the Series 2023 Bonds is hereby in all respects approved and confirmed, and the Mayor is hereby authorized and directed,for and on behalf of the City,to execute the Preliminary Official Statement and the final Official Statement in the name of the City for use in connection with the sale of the Series 2023 Bonds as set forth in the Purchase Agreement. 2 Section 4. The Disclosure Agreement, in substantially the form submitted to this meeting, is approved, and the Mayor is hereby authorized and directed to execute and deliver the Disclosure Agreement for and on behalf of the City. The Mayor is authorized and directed to take all action required on the part of the City to fulfill the City's obligations under the Disclosure Agreement. Any legal fees and other administrative costs incurred by the City in connection with the Disclosure Agreement(except audit fees) shall be considered administrative costs that may be payable from moneys in the Bond Fund(hereinafter identified). Section 5. Under the authority of the Constitution and laws of the State, including particularly Amendment No. 62 to the Constitution of the State and the Authorizing Legislation,the Series 2023 Bonds are hereby authorized and ordered issued in the total principal amount of$9,050,000, the proceeds of the sale of which are necessary to finance all or a portion of the costs of the Improvements and to pay expenses of issuing the Series 2023 Bonds. The Series 2023 Bonds shall bear interest at the rates and shall mature on December 1 in the amounts and in the years as follows: Year Principal (December 1) Amount Interest Rate 2025 $ 430,000 5.000% 2026 450,000 4.000 2027 470,000 4.000 2028 485,000 5.000 2029 510,000 4.125 2030 535,000 5.000 2033 1,760,000 5.000 2039 4,410,000 5.125 The Series 2023 Bonds shall be issuable only as fully registered bonds without coupons in the denomination of$5,000 or any integral multiple thereof. Unless the City shall otherwise direct, the Series 2023 Bonds shall be numbered from 1 upward in order of issuance. Each Series 2023 Bond shall have a CUSIP number but the failure of a CUSIP number to appear on any Series 2023 Bond shall not affect its validity. The Series 2023 Bonds shall be registered initially in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), which shall be considered to be the registered owner of the Series 2023 Bonds for all purposes under this Ordinance, including, without limitation, payment by the City of principal of, redemption price, premium, if any, and interest on the Series 2023 Bonds,and receipt of notices and exercise of rights of registered owners. There shall be one certificated, typewritten Series 2023 Bond for each stated maturity date which shall be immobilized in the custody of or on behalf of DTC with the beneficial owners having no right to receive the Series 2023 Bonds in the form of physical securities or certificates. DTC and its participants shall be responsible for maintenance of records of the ownership of beneficial interests in the Series 2023 Bonds by book-entry on the system maintained and operated by DTC and its participants, and transfers of ownership of beneficial interests shall be made only by DTC 3 and its participants, by book-entry,the City having no responsibility therefor. DTC is expected to maintain records of the positions of participants in the Series 2023 Bonds,and the participants and persons acting through participants are expected to maintain records of the purchasers of beneficial interests in the Series 2023 Bonds. The Series 2023 Bonds as such shall not be transferable or exchangeable, except for transfer to another securities depository or to another nominee of a securities depository, without further action by the City. If any securities depository determines not to continue to act as a securities depository for the Series 2023 Bonds for use in a book-entry system, the City may establish a securities depository/book-entry system relationship with another securities depository. If the City does not or is unable to do so, or upon request of the beneficial owners of all outstanding Series 2023 Bonds,the City and the Trustee(hereinafter identified), after the Trustee has made provision for notification of the beneficial owners by the then securities depository, shall permit withdrawal of the Series 2023 Bonds from the securities depository, and authenticate and deliver bond certificates in fully registered form (in denominations of$5,000 or integral multiples thereof) to the assigns of the securities depository or its nominee, all at the cost and expense (including costs of printing definitive bonds) of the City, if the City fails to maintain a securities depository/book- entry system, or of the beneficial owners, if they request termination of the system. Prior to issuance of the Series 2023 Bonds, the City shall have executed and delivered to DTC a written agreement(the "Representation Letter") setting forth(or incorporating therein by reference)certain undertakings and responsibilities of the City with respect to the Series 2023 Bonds so long as the Series 2023 Bonds or a portion thereof are registered in the name of Cede & Co. (or a substitute nominee) and held by DTC. Notwithstanding such execution and delivery of the Representation Letter, the terms thereof shall not in any way limit the provisions of this Section or in any other way impose upon the City any obligation whatsoever with respect to persons having interests in the Series 2023 Bonds other than the registered owners, as shown on the registration books kept by the Trustee. The Trustee shall take all action necessary for all representations of the City in the Representation Letter with respect to the Trustee to at all times be complied with. The authorized officers of the Trustee and the City shall do or perform such acts and execute all such certificates, documents and other instruments as they or any of them deem necessary or advisable to facilitate the efficient use of a securities depository for all or any portion of the Series 2023 Bonds; provided that neither the Trustee nor the City may assume any obligations to such securities depository or beneficial owners of Series 2023 Bonds that are inconsistent with their obligations to any registered owner under this Ordinance. Each Series 2023 Bond shall be dated as of its date of delivery to the Purchaser. Interest on the Series 2023 Bonds shall be payable on June 1, 2024 and semiannually thereafter on June 1 and December 1 of each year. Payment of each installment of interest shall be made to the person in whose name the Series 2023 Bond is registered on the registration books of the City maintained by Bank OZK, Little Rock, Arkansas, as Trustee and Paying Agent(the "Trustee"), at the close of business on the fifteenth day of the month (whether or not a business day) next preceding each interest payment date(the "Record Date"), irrespective of any transfer or exchange of any such Series 2023 Bond subsequent to such Record Date and prior to such interest payment 4 date, by check or draft by the Trustee to such owner at his address on such registration books. Principal of the Series 2023 Bonds shall be payable at the corporate trust office of the Trustee. Each Series 2023 Bond shall bear interest from the payment date next preceding the date on which it is authenticated unless it is authenticated on an interest payment date,in which event it shall bear interest from such date, or unless it is authenticated prior to the first interest payment date, in which event it shall bear interest from its dated date, or unless it is authenticated during the period from the Record Date to the next interest payment date, in which case it shall bear interest from such interest payment date,or unless at the time of authentication thereof interest is in default thereon, in which event it shall bear interest from the date to which interest has been paid. Only such Series 2023 Bonds as shall have endorsed thereon a Certificate of Authentication substantially in the form set forth in Section 7 hereof (the "Certificate") duly executed by the Trustee shall be entitled to any right or benefit under this Ordinance. No Series 2023 Bond shall be valid and obligatory for any purpose unless and until the Certificate shall have been duly executed by the Trustee,and the executed Certificate of the Trustee upon any such Series 2023 Bond shall be conclusive evidence that such Series 2023 Bond has been authenticated and delivered under this Ordinance. The Certificate on any Series 2023 Bond shall be deemed to have been executed if signed by an authorized officer of the Trustee, but it shall not be necessary that the same officer sign the Certificate on all of the Series 2023 Bonds. In case any Series 2023 Bond shall become mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to be executed and the Trustee may authenticate and deliver a new Series 2023 Bond of like date, maturity and tenor in exchange and substitution for and upon cancellation of such mutilated Series 2023 Bond, or in lieu of and in substitution for such Series 2023 Bond destroyed or lost, upon the owner paying the reasonable expenses and charges of the City and Trustee in connection therewith, and, in the case of a Series 2023 Bond destroyed or lost,his filing with the Trustee evidence satisfactory to it that such Series 2023 Bond was destroyed or lost, and of his ownership thereof, and furnishing the City and Trustee with indemnity satisfactory to them. The Trustee is hereby authorized to authenticate any such new Series 2023 Bond. In the event any such Series 2023 Bond shall have matured, instead of issuing a new Series 2023 Bond, the City may pay the same without the surrender thereof. Upon the issuance of a new Series 2023 Bond under this Section,the City may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. The City shall cause books to be maintained for the registration and for the transfer of the Series 2023 Bonds as provided herein and in the Series 2023 Bonds. The Trustee shall act as the bond registrar. Each Series 2023 Bond is transferable by the registered owner thereof or by his attorney duly authorized in writing at the principal office of the Trustee. Upon such transfer a new fully registered Series 2023 Bond or Bonds of the same maturity, of authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in exchange therefor. 5 Series 2023 Bonds may be exchanged at the principal corporate trust office of the Trustee for an equal aggregate principal amount of Series 2023 Bonds of any other authorized denomination or denominations. The City shall execute and the Trustee shall authenticate and deliver Series 2023 Bonds which the registered owner making the exchange is entitled to receive. No charge shall be made to any owner of any bond for the privilege of transfer or exchange, but any owner of any bond requesting any such transfer or exchange shall pay any tax or other governmental charge required to be paid with respect thereto. Except as otherwise provided in the immediately preceding sentence, the cost of preparing each new bond upon each exchange or transfer and any other expenses of the City or the Trustee incurred in connection therewith shall be paid by the City. Neither the Trustee nor the City shall be required to transfer or exchange any bonds selected for redemption in whole or in part. The person in whose name any bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal or premium, if any, or interest on any bond shall be made only to or upon the order of the registered owner thereof or his legal representative, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid. In any case where the date of maturity of interest on or principal of the bonds or the date fixed for redemption of any bonds shall be a Saturday or Sunday or shall be in the State a legal holiday or a day on which banking institutions are authorized by law to close, then payment of interest or principal need not be made on such date but may be made on the next succeeding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after the date of maturity or date fixed for redemption. Section 6. The bonds shall be executed on behalf of the City by the manual or facsimile signatures of the Mayor and City Clerk and shall have impressed or imprinted thereon the seal of the City. Section 7. The Series 2023 Bonds and the Certificate shall be in substantially the following form and the Mayor and City Clerk are hereby expressly authorized and directed to make all recitals contained therein: 6 (Form of Series 2023 Bond) REGISTERED REGISTERED No. R- $ UNITED STATES OF AMERICA STATE OF ARKANSAS COUNTY OF CRITTENDEN CITY OF WEST MEMPHIS NET CASINO GAMING RECEIPTS TAX BOND SERIES 2023 Interest Rate: % Maturity Date: December 1, Dated Date: November 30, 2023 Registered Owner: Cede & Co. Principal Amount: Dollars CUSIP No.: KNOW ALL MEN BY THESE PRESENTS: That the City of West Memphis, County of Crittenden, State of Arkansas (the "City"), for value received, hereby promises to pay to the Registered Owner shown above upon the presentation and surrender hereof at the principal corporate trust office of Bank OZK, Little Rock, Arkansas, or its successor or successors, as Trustee and Paying Agent (the "Trustee"), on the Maturity Date shown above, the Principal Amount shown above, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts and to pay by check or draft to the Registered Owner shown above interest thereon, in like coin or currency from the interest commencement date described below at the Interest Rate per annum shown above,payable on June 1, 2024 and on each June 1 and December 1 thereafter, until payment of such Principal Amount or, if this bond or a portion hereof shall be duly called for redemption, until the date fixed for redemption, and to pay interest on overdue principal and interest (to the extent legally enforceable) at the rate borne by this bond. Payment of each installment of interest shall be made to the person in whose name this bond is registered on the registration books of the City maintained by the Trustee at the close of business on the fifteenth day of the month (whether or not a business day) next preceding each interest payment date (the "Record Date"), irrespective of any transfer or exchange of this bond subsequent to such Record Date and prior to such interest payment date. Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede&Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is required by an authorized representative of DTC), ANY TRANSFER,PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO 7 ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. This bond shall bear interest from the payment date next preceding the date on which it is authenticated unless it is authenticated on an interest payment date, in which event it shall bear interest from such date, or unless it is authenticated during the period from the Record Date to the next interest payment date, in which case it shall bear interest from such interest payment date, or unless it is authenticated prior to the first interest payment date, in which event it shall bear interest from the Dated Date shown above, or unless at the time of authentication hereof interest is in default hereon, in which event it shall bear interest from the date to which interest has been paid. This bond is one of an issue of City of West Memphis, Arkansas Net Casino Gaming Receipts Tax Bonds, Series 2023, aggregating Nine Million Fifty Thousand Dollars ($9,050,000) in aggregate principal amount (the "bonds"), and is issued for the purpose of financing all or a portion of the costs of park and recreational facilities and improvements and paying expenses of authorizing and issuing the bonds. The bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Arkansas (the "State"), particularly Amendment No. 62 to the Constitution of the State and Title 14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987 Annotated (the "Authorizing Legislation"), and pursuant to Ordinance No. of the City, duly adopted on October 19, 2023 (the "Authorizing Ordinance"), and an election duly held at which the majority of the legal voters of the City voting on the question approved the issuance of the bonds. Reference is hereby made to the Authorizing Ordinance for the details of the nature and extent of the security and of the rights and obligations of the City, the Trustee and the registered owners of the bonds. The bonds are special obligations of the City, payable from and secured by pledge of the City's share of collections of the net casino gaming receipts tax levied under Amendment No. 100 to the Arkansas Constitution (the "Tax"), and the City hereby pledges its share of the collections of the Tax for the payment of this bond. The City has reserved the right in the Authorizing Ordinance to issue additional bonds under the Authorizing Ordinance on a parity of security with the bonds. The bonds are subject to extraordinary, optional and mandatory sinking fund redemption prior to maturity as follows: (1) The bonds shall be redeemed by the City from proceeds of the bonds not needed for the purposes intended,on any interest payment date,in whole or in part,at a redemption price equal to the principal amount being redeemed plus accrued interest to the redemption date, in inverse order of maturity (and by lot within a maturity in such manner as the Trustee may determine). (2) The bonds are subject to redemption at the option of the City, from funds from any source, on and after December 1, 2030, in whole or in part at any time, at a redemption price equal to the principal amount being redeemed plus accrued interest to the redemption date. If fewer than all of the bonds shall be called for redemption, the particular maturities to be redeemed shall be selected by the City in its discretion. If fewer than all of the bonds of any one 8 maturity shall be called for redemption, the particular bonds or portion thereof to be redeemed from such maturity shall be selected by lot by the Trustee. (3) To the extent not previously redeemed,the bonds maturing on December 1, 2033 and December 1, 2039 are subject to mandatory sinking fund redemption by lot in such manner as the Trustee shall determine on December 1 in the years and in the amounts set forth below, at a redemption price equal to the principal amount being redeemed plus accrued interest to the date of redemption: Bonds Maturing December 1,2033 Year Principal (December 1) Amount 2031 $560,000 2032 585,000 2033 (maturity) 615,000 Bonds Maturing December 1,2039 Year Principal (December 1) Amount 2034 $645,000 2035 680,000 2036 715,000 2037 750,000 2038 790,000 2039(maturity) 830,000 In case any outstanding bond is in a denomination greater than$5,000,each$5,000 of face value of such bond shall be treated as a separate bond of the denomination of$5,000. Notice of redemption identifying the bonds or portions thereof (which shall be $5,000 or a multiple thereof)to be redeemed and the date they shall be presented for payment shall be given by the Trustee, not less than 30 nor more than 60 days prior to the date fixed for redemption, by mailing by first class mail, postage prepaid, or sending via other standard means, including electronic or facsimile communication, a copy of the redemption notice to all registered owners of bonds to be redeemed. Failure to send an appropriate notice or any such notice to one or more registered owners of bonds to be redeemed shall not affect the validity of the proceedings for redemption of other bonds as to which notice of redemption is duly given in proper and timely fashion. All such bonds or portions thereof thus called for redemption and for the retirement of which funds are duly provided in accordance with the Authorizing Ordinance prior to the date fixed for redemption will cease to bear interest on such redemption date. This bond is transferable by the Registered Owner shown above in person or by his attorney-in-fact duly authorized in writing at the principal corporate trust office of the Trustee,but only in the manner, subject to the limitations and upon payment of the charges provided in the 9 p Authorizing Ordinance, and upon surrender and cancellation of this bond. Upon such transfer a new fully registered bond or bonds of the same maturity, of authorized denomination or denominations, for the same aggregate principal amount, will be issued to the transferee in exchange therefor. This bond is issued with the intent that the laws of the State shall govern its construction. The City and the Trustee may deem and treat the Registered Owner shown above as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and neither the City nor the Trustee shall be affected by any notice to the contrary. The bonds are issuable only as fully registered bonds in the denomination of$5,000, and any integral multiple thereof Subject to the limitations and upon payment of the charges provided in the Authorizing Ordinance, fully registered bonds may be exchanged for a like aggregate principal amount of fully registered bonds of the same maturity of other authorized denominations. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist,happen and be performed, under the Constitution and laws of the State, particularly Amendment No. 62 to the Constitution of the State and the Authorizing Legislation, precedent to and in the issuance of this bond have existed, have happened and have been performed in due time,form and manner as required by law;that the indebtedness represented by this bond and the issue of which it forms a part does not exceed any constitutional or statutory limitation; and that a tax sufficient to pay the bonds and interest thereon has been duly levied in accordance with the Authorizing Legislation and made payable annually until all of the bonds and interest thereon have been fully paid and discharged. This bond shall not be valid until it shall have been authenticated by the Certificate hereon duly signed by the Trustee. IN WITNESS WHEREOF, the City of West Memphis, Arkansas has caused this bond to be executed by its Mayor and City Clerk and its corporate seal to be impressed or imprinted on this bond, all as of the Dated Date shown above. CITY OF WEST MEMPHIS, ARKANSAS ATTEST: (( Mayor ..�, City Clerk (SEAL) 10 (Form of Trustee's Certificate) TRUSTEE'S CERTIFICATE OF AUTHENTICATION This bond is one of the Series 2023 Bonds issued under the provisions of the within mentioned Authorizing Ordinance. Date of Authentication: BANK OZK Little Rock, Arkansas TRUSTEE By Authorized Signature (Form of Assignment) ASSIGNMENT FOR VALUE RECEIVED, ("Transferor"), hereby sells, assigns and transfers unto ,the within bond and all rights thereunder,and hereby irrevocably constitutes and appoints as attorney to transfer the within bond on the books kept for registration thereof with full power of substitution in the premises. DATE: Transferor GUARANTEED BY: NOTICE: Signature(s)must be guaranteed by a member of or participant in the Securities Transfer Agents Medallion Program(STAMP),or in another signature guaranty program recognized by the Trustee. Section 8. The City hereby expressly pledges and appropriates the City's share of collections of the net casino gaming receipts tax levied under Amendment No. 100 to the Arkansas Constitution (the "Tax"), to the payment of the principal of and interest on the bonds when due at maturity or at redemption prior to maturity, to the payment of the Trustee's and administrative fees and expenses and any arbitrage rebate due the United States Treasury under 11 Section 148 of the Internal Revenue Code of 1986, as amended (the "Code") and to the funding and maintenance of the debt service reserve at its required level. Section 9. (a)The City hereby designates Bank OZK,Little Rock,Arkansas as the bank which shall receive the City's share of collections of the Tax ("Pledged Revenues") from the State Treasurer and the City covenants to file a written designation thereof with the State Treasurer prior to the issuance of the Series 2023 Bonds. The Trustee shall deposit all Pledged Revenues as and when received into a special fund of the City in the Trustee which is hereby created and designated "Net Casino Gaming Receipts Tax Revenue Fund" (the "Revenue Fund"). There is created in the Revenue Fund the following accounts: Bond Account and Surplus Revenues Account. The Pledged Revenues shall be disbursed monthly as follows: (1)the amount necessary to make the transfers set forth in(b)(1)through(4)below shall be deposited into the Bond Account, and (2)the balance shall be deposited into the Surplus Revenues Account. (b) Moneys in the Bond Account in the Revenue Fund shall, within five (5) days of receipt, be transferred to the following accounts each month in the following order of priority: (1) into the Expense Account in the Bond Fund,the Trustee's fees and expenses and other administrative charges next due and any arbitrage rebate due the Unites States Treasury under Section 148(f) of the Code; and (2) into the Debt Service Account in the Bond Fund, 1/6 of the interest on the bonds next due; and (3) into the Debt Service Account in the Bond Fund, 1/12 of the principal of the bonds next due at maturity or upon mandatory sinking fund redemption; and (4) into the Debt Service Reserve Account in the Bond Fund, (a) $36,500 after the Series 2023 Bonds are issued until the required level(as hereinafter defined)is reached and(b) after the Debt Service Reserve Account has been fully funded to the required level after issuance of the Series 2023 Bonds,the amount which may be necessary to increase the Debt Service Reserve Account to the required level; and (5) any remaining amounts shall be used to cover any deficiency in the monthly transfers required by (1) through (4) above for any previous month or deposited into the Surplus Revenues Account in the Revenue Fund. Notwithstanding the above, (a) monthly transfers into the Debt Service Account in the Bond Fund required by (3) above shall not commence until November 2024 and (b) in the event that Additional Parity Bonds are issued, the transfer required by (4) above shall include an amount not less than 1/12 of the amount necessary to increase the Debt Service Reserve to the required level in the event that the increase to the Debt Service Reserve Account is not funded with the proceeds of such Additional Parity Bonds. 12 The deposits made into the Debt Service Account in the Bond Fund shall be reduced in order to take into account as a credit(1)interest earnings on moneys in the Debt Service Account and(2)transfers from the Debt Service Reserve Account. (c) Moneys in the Surplus Revenues Account in the Revenue Fund shall cease to be a part of the Pledged Revenues and shall be paid to the City and used for any lawful purpose for which Pledged Revenues may be used. Such payments shall be made to the City within five (5) days after moneys are deposited into the Surplus Revenues Account. Section 10. (a) There is hereby created a special fund of the City in the Trustee which is designated "Net Casino Gaming Receipts Tax Bond Fund" (the "Bond Fund"), for the purpose of providing funds for the payment of principal of and interest on the bonds as they become due at maturity or at redemption prior to maturity, Trustee's fees and expenses and other administrative charges and any arbitrage rebate. There shall be established in the Bond Fund the following accounts into which moneys from the Revenue Fund shall be deposited monthly: Debt Service Account and Expense Account. Moneys in the Bond Fund shall be used on each interest payment date in the following order of priority as and when necessary: (1) to pay the Trustee's fees and expenses and other administrative charges then due - Expense Account; and (2) to pay the interest on the bonds then due - Debt Service Account; and (3) to pay the principal of the bonds then due at maturity or upon mandatory sinking fund redemption - Debt Service Account. In addition,moneys in the Expense Account in the Bond Fund shall be used to pay, when due, any arbitrage rebate due under Section 148(f) of the Code. (b) There shall be established and maintained in the Bond Fund a Debt Service Reserve Account which shall be maintained in an amount equal to one-half of the maximum annual debt service requirement on the bonds (the "required level"). The Debt Service Reserve Account will initially be funded with Pledged Revenues. The Debt Service Reserve Account will be increased with Pledged Revenues or with proceeds of Additional Parity Bonds in the event that Additional Parity Bonds are issued. Moneys in the Debt Service Reserve Account shall be used to make the payments described in clauses (2) and (3) of subsection (a) above if moneys in the Debt Service Account in the Bond Fund are not otherwise sufficient for that purpose. Moneys in the Debt Service Reserve Account over and above the required level shall be immediately transferred from the Debt Service Reserve Account into the Debt Service Account in the Bond Fund. (c) When the moneys in the Bond Fund shall be and remain sufficient to pay (1) the principal of all the bonds then outstanding, (2) interest on the bonds until the next interest payment date, (3) the Trustee's fees and expenses and other administrative charges and (4) any arbitrage rebate due under Section 148(f) of the Code, there shall be no obligation to make any further payments into the Bond Fund and any Pledged Revenues remaining in the Bond Fund after 13 the principal of,premium, if any and interest on the bonds have been paid may be used by the City for any lawful purpose for which Pledged Revenues may be used. (d) All moneys in the Bond Fund shall be used solely for the purpose of paying the principal of and interest on the bonds, Trustee's fees and expenses and other administrative charges and any arbitrage rebate, as the same become due. (e) The Trustee is authorized and directed to withdraw moneys from the Bond Fund from time to time as necessary for paying principal of and interest on the bonds when due at maturity or at redemption prior to maturity and for making other authorized Bond Fund expenditures. (f) The bonds shall be specifically secured by a pledge of the Pledged Revenues, which pledge in favor of the bonds is hereby irrevocably made according to the terms of this Ordinance, and the City, and the officers and employees of the City, shall execute, perform and carry out the terms thereof in strict conformity with the provisions of this Ordinance. Section 11. Any bond shall be deemed to be paid within the meaning of this Ordinance when payment of the principal of and interest on such bond (whether at maturity or upon redemption as provided herein,or otherwise), either(i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee, in trust and irrevocably set aside exclusively for such payment (1) cash fully insured by the Federal Deposit Insurance Corporation ("FDIC") and/or fully collateralized with direct obligations of the United State of America ("Defeasance Securities") sufficient to make such payment and/or(2) Defeasance Securities (provided that such deposit will not cause any of the bonds to be classified as "arbitrage bonds" within the meaning of Section 148 of the Code),maturing as to principal and interest in such amounts and at such times as will provide sufficient moneys to make such payments, and all necessary and proper fees, compensation and expenses of the Trustee with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the Trustee On the payment of any bonds within the meaning of this Ordinance, the Trustee shall hold in trust, for the benefit of the owners of such bonds, all such moneys and/or Defeasance Securities. When all the bonds shall have been paid within the meaning of this Ordinance, if the Trustee has been paid its fees and expenses and if any arbitrage rebate under Section 148(f) of the Code has been paid or provided for to the satisfaction of the Trustee, the Trustee shall take all appropriate action to cause(i)the pledge and lien of this Ordinance to be discharged and cancelled, and(ii)all moneys held by it pursuant to this Ordinance and which are not required for the payment of such bonds to be paid over or delivered to or at the direction of the City. Section 12. The City covenants that it will not issue any bonds, or incur any obligation, secured by a lien on or pledge of the Pledged Revenues, except as authorized in this Section. The City may issue bonds or incur obligations on a parity of security with the Series 2023 Bonds("Additional Parity Bonds")so long as the City has received Pledged Revenues for a twelve- 14 month period that ends not less than 30 and not more than 90 days prior to the date that the Additional Parity Bonds are authorized by the City Council to be issued, in an amount equal to or in excess of 185% of the maximum annual debt service requirement for the Series 2023 Bonds, any outstanding Additional Parity Bonds and the Additional Parity Bonds proposed to be issued. The City may also issue additional bonds or incur obligations secured by a lien on and pledge of the Pledged Revenues subordinate to the lien and pledge in favor of the Series 2023 Bonds. Section 13. The Series 2023 Bonds shall be callable for payment prior to maturity in accordance with the terms set out in the face of the bond form set forth in Section 7 of this Ordinance. The City hereby covenants to use proceeds of the Series 2023 Bonds not necessary for the purposes intended to redeem Series 2023 Bonds on the first available interest payment date. Section 14. It is hereby covenanted and agreed by the City with the owners of the bonds that the City will faithfully and punctually perform all duties with reference to the Tax and the bonds required by the Constitution and laws of the State and by this Ordinance, including the segregating of the Pledged Revenues and the applying of the Pledged Revenues as herein provided. Section 15. The Trustee will keep or cause to be kept proper books of accounts and records in which complete and correct entries shall be made of all transactions relating to the Pledged Revenues and such books shall be available for inspection by the City, the Purchaser and the owner of any of the bonds at reasonable times and under reasonable circumstances. The Trustee shall furnish a report to the City on a monthly basis of all receipts and disbursements of the Pledged Revenues received by the Trustee, which monthly report shall commence one month following the first month in which the Pledged Revenues are received by the Trustee. Section 16. (a) If there be any default in the payment of the principal of and interest on any of the bonds, or if the City defaults in the performance of any covenant contained in this Ordinance, the Trustee may, and shall, upon the written request of the owners of not less than 10% in principal amount of the bonds then outstanding, by proper suit compel the performance of the duties of the officials of the City under the Constitution and laws of the State and under this Ordinance, and to take any action or obtain any proper relief in law or equity available under the Constitution and laws of the State. (b) No owner of any bond shall have any right to institute any suit, action, mandamus or other proceeding in equity or in law for the protection or enforcement of any right under this Ordinance or under the Constitution and laws of the State unless such owner previously shall have given to the Trustee written notice of the default on account of which such suit, action or proceeding is to be taken, and unless the owners of not less than 10%in principal amount of the bonds then outstanding shall have made written request of the Trustee after the right to exercise such powers or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers herein granted or granted by the Constitution and laws of the State,or to institute such action, suit or proceeding in its name, and unless, also, there shall have been offered to the Trustee reasonable security and indemnity 15 against the cost,expense and liabilities to be incurred therein or thereby and the Trustee shall have refused or neglected to comply with such request within a reasonable time, and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trust of this Ordinance or to any other remedy hereunder. It is understood and intended that no one or more owners of the bonds shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Ordinance, or to enforce any right hereunder except in the manner herein provided, that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all owners of the outstanding bonds, and that any individual rights of action or other right given to one or more of such owners by law are restricted by this Ordinance to the rights and remedies herein provided. (c) All rights of action under this Ordinance or under any of the bonds, enforceable by the Trustee, may be enforced by it without the possession of any of the bonds, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name and for the benefit of all the owners of the bonds, subject to the provisions of this Ordinance. (d) No remedy herein conferred upon or reserved to the Trustee or to the owners of the bonds is intended to be exclusive of any other remedy or remedies herein provided,and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or given by any law or by the Constitution of the State. (e) No delay or omission of the Trustee or of any owners of the bonds to exercise any right or power accrued upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy given by this Ordinance to the Trustee and to the owners of the bonds, respectively, may be exercised from time to time and as often as may be deemed expedient. (f) The Trustee may,and upon the written request of the owners of not less than a majority of the owners in principal amount of the bonds then outstanding shall,waive any default which shall have been remedied before the entry of final judgment or decree in any suit, action or proceeding instituted under the provisions of this Ordinance or before the completion of the enforcement of any other remedy, but no such waiver shall extend to or affect any other existing or any subsequent default or defaults or impair any rights or remedies consequent thereon. Section 17. When the Series 2023 Bonds have been executed and sealed as herein provided, they shall be delivered to the Trustee, which shall authenticate them and deliver them to or at the direction of the Purchaser upon payment of the Purchase Price. The expenses of issuing the Series 2023 Bonds, as set forth in the delivery instructions to the Trustee signed by the Mayor and City Clerk,shall be deposited into a special account of the City created with the Trustee and designated "2023 Cost of Issuance Fund" (the "Cost of Issuance Fund"). The balance of the Purchase Price shall be deposited into a fund of the City established with the Trustee and designated "2023 Parks Construction Fund" (the "Construction Fund"). The amounts credited to the Construction Fund shall be disbursed in payment of costs of the Improvements, necessary expenses incidental thereto and expenses of issuing the Series 2023 16 Bonds.Disbursements shall be made from the Construction Fund on the basis of requisitions which shall specify: the name of the person, firm or corporation to whom payment is to be made; the amount of the payment; and the purpose by general classification of the payment. Each requisition must be signed by the Mayor and the Finance Director. The Trustee shall keep records as to all payments made by requisition from the Construction Fund. When the Improvements have been completed and all required expenses have been paid and expenditures made from the Construction Fund for and in connection with the accomplishment of the Improvements and the financing thereof, this fact shall, if moneys remain in the Construction Fund,be evidenced by a certificate signed by the Mayor,which certificate shall state, among other things, the date of the completion and that all obligations payable from the Construction Fund have been discharged. A copy of the certificate shall be filed with the Trustee, and upon receipt thereof, the Trustee shall transfer any remaining balance into the Bond Fund. Section 18. (a) Moneys held for the credit of the Construction Fund and the Cost of Issuance Fund shall be invested and reinvested at the direction of the City, and in the Trustee's discretion in the absence of any direct instruction from the City,in Permitted Investments (hereinafter defined) or other investments from time to time permitted by State law, which shall mature, or which shall be subject to redemption by the holder thereof, at the option of such holder, not later than the date or dates when such money will be required for the purposes intended. (b) Moneys held for the credit of the Debt Service Reserve Account in the Bond Fund shall be invested and reinvested at the direction of the City, and in the Trustee's discretion in the absence of any direct instruction from the City, in Permitted Investments, all of which shall mature,or which shall be subject to redemption by the holder thereof, at the option of such holder, not later than seven (7) years after the date of investment or the final maturity date of the outstanding bonds, whichever is earlier. (c) Moneys held for the credit of the Revenue Fund and the Bond Fund (other than the Debt Service Reserve Account therein) shall be invested and reinvested at the direction of the City, and in the Trustee's discretion in the absence of any direct instruction from the City, in Permitted Investments,which shall mature,or which shall be subject to redemption by the holder thereof, at the option of such holder, not later than the date or dates when the moneys will be required for payment of the principal of and interest on the bonds when due. (d) Obligations so purchased as an investment of moneys in any fund shall be deemed at all times to be a part of such fund and the interest accruing thereon and any profit realized from such investments shall be credited to such fund, and any loss resulting from such investment shall be charged to such fund. (e) "Permitted Investments" are defined as (i) direct or fully guaranteed obligations of the United States of America ("Government Securities"), (ii) direct obligations of an agency, instrumentality or government-sponsored enterprise created by an act of the United States Congress and authorized to issue securities or evidences of indebtedness, regardless of whether the securities or evidences of indebtedness are guaranteed for repayment by the United States Government, (iii)certificates of deposit or demand deposits of banks,including the Trustee, 17 which are insured by the FDIC or,if in excess of insurance coverage,collateralized by Government Securities or other securities authorized by State law to secure public funds or(iv) money market funds invested exclusively in Government Securities and the obligations described in(ii) above. (f) All investments and deposits shall have a par value (or market value when less than par), exclusive of accrued interest at all times at least equal to the amount of money credited to such funds and shall be made in such a manner that the money required to be expended from any fund will be available at the proper time or times. (g) Investments of moneys in all funds shall be valued in terms of current market value as of the last day of each year, except that direct obligations of the United States (State and Local Government Series) in book-entry form shall be continuously valued at par or face principal amount. Section 19. Bank OZK, Little Rock, Arkansas is hereby appointed to act as Trustee and Paying Agent pursuant to this Ordinance. The Trustee shall be responsible for the exercise of good faith and reasonable prudence in the execution of its trusts. The recitals in this Ordinance and in the bonds are the recitals of the City and not of the Trustee. The Trustee shall not be required to take any action as Trustee unless it shall have been requested to do so in writing by the owners of not less than 10% in principal amount of bonds then outstanding and shall have been offered reasonable security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby. The Trustee may resign by giving 60 days' notice in writing to the City Clerk and the owners of the bonds, and the majority in principal amount of the owners of the outstanding bonds or the City, so long as the City is not in default under this Ordinance, at any time, with or without cause, may remove the Trustee. In the event of a vacancy in the office of Trustee, either by resignation or removal, the City shall forthwith designate a new Trustee by a written instrument filed in the office of the City Clerk. The new Trustee shall be a bank or a trust company duly authorized to exercise trust powers and subject to examination by federal or state authority, having a reported capital and surplus of not less than $5,000,000. The Trustee and any successor Trustee shall file a written acceptance and agreement to execute the trusts imposed upon it by this Ordinance,but only upon the terms and conditions set forth in this Ordinance and subject to the provisions of this Ordinance,to all of which the respective owners of the bonds agree. Such written acceptance shall be filed with the City Clerk,and a copy thereof shall be placed in the bond transcript. Any successor Trustee shall have all the powers herein granted to the original Trustee. Section 20. (a) The terms of this Ordinance shall constitute a contract between the City and the owners of the bonds and no variation or change in the undertaking herein set forth shall be made while any of the bonds are outstanding,except as hereinafter set forth in subsections (b) and (c). (b) The Trustee may consent to any change without consent of 75% of the owners of aggregate principal amount of bonds outstanding (i) that the Trustee determines is not to the material prejudice of the owners of the bonds, (ii) in connection with the issuance of Additional Parity Bonds,or(iii)in order to cure any ambiguity or formal defect or omission in this Ordinance or any amendment thereto. 18 (c) The owners of not less than 75%in aggregate principal amount of the bonds then outstanding shall have the right, from time to time, anything contained in this Ordinance to the contrary notwithstanding,to consent to and approve the adoption by the City of such ordinance supplemental hereto as shall be necessary or desirable for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Ordinance or in any supplemental ordinance; provided, however, that nothing contained in this Section shall permit or be construed as permitting (1) an extension of the maturity of the principal of or the interest on any bond, or (2) a reduction in the principal amount of any bond or the rate of interest thereon, or(3)the creation of a pledge of the Pledged Revenues superior to the pledge created by this Ordinance,or(4) a privilege or priority of any bond or bonds over any other bond or bonds, or (5) a reduction in the aggregate principal amount of the bonds required for consent to such supplemental ordinance. Section 21. (a) The City covenants that it shall not take any action or suffer or permit any action to be taken or condition to exist which causes or may cause the interest payable on the Series 2023 Bonds to be included in gross income for federal income tax purposes. Without limiting the generality of the foregoing, the City covenants that the proceeds of the sale of the Series 2023 Bonds and the Pledged Revenues will not be used directly or indirectly in such manner as to cause the Series 2023 Bonds to be treated as "arbitrage bonds" within the meaning of Section 148 of the Code. (b) The City represents that it has not used or permitted the use of, and covenants that it will not use or permit the use of the Improvements or the proceeds of the Series 2023 Bonds, in such manner as to cause the Series 2023 Bonds to be "private activity bonds" within the meaning of Section 141 of the Code. In this regard, the City covenants that (i) it will not use (directly or indirectly) the proceeds of the Series 2023 Bonds to make or finance loans to any person, and (ii)that while the Series 2023 Bonds are outstanding the Improvements will only be used by state or local governmental units or by persons on a basis as members of the general public. (c) The City covenants that it will not reimburse itself from Series 2023 Bond proceeds for any costs paid prior to the date the Series 2023 Bonds are issued except in compliance with United States Treasury Regulation § 1.150-2 (the "Regulation"). This Ordinance shall constitute an "official intent" within the meaning of the Regulation. (d) The City will retain all documents and records pertaining to the Series 2023 Bonds and the Improvements for the life of the Series 2023 Bonds plus an additional three years. (e) The City shall pay any arbitrage rebate due the United States Treasury under Section 148 of the Code from moneys in the Bond Fund. The costs of calculating the arbitrage rebate due and the arbitrage rebate amount shall be considered administrative costs payable from moneys in the Bond Fund. Section 22. The City covenants that it will take no action which would cause the Series 2023 Bonds to be "federally guaranteed" within the meaning of Section 149(b)of the Code. The City further covenants that it will submit to the Secretary of the Treasury of the United States, 19 not later than the 15th day of the second calendar month after the close of the calendar quarter in which the bonds are issued, a statement concerning the Series 2023 Bonds which contains the information required by Section 149(e) of the Code. Section 23. The Mayor is hereby authorized and directed to work with Friday, Eldredge & Clark, LLP, as bond counsel, to review and revise, as needed, its written procedures to monitor compliance with federal tax requirements with respect to tax-exempt obligations of the City. Section 24. Following adoption,this Ordinance shall be posted in the following public places in the City: District Court of West Memphis, West Memphis Public Library, West Memphis Utilities, West Memphis City Hall and West Memphis Civic Center. This Ordinance shall also be posted at the Crittenden County Courthouse. Section 25. The provisions of this Ordinance are separable and in the event that any section or part hereof shall be held to be invalid, such invalidity shall not affect the remainder of this Ordinance. Section 26. All ordinances and resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 27. It is hereby ascertained and declared that the Improvements are immediately needed for the preservation of the public peace, health and safety and to remove existing hazards thereto. The Improvements cannot be accomplished without the issuance of the Series 2023 Bonds,which cannot be sold at the interest rates specified herein unless this Ordinance is immediately effective. Therefore, it is declared that an emergency exists and this Ordinance being necessary for the preservation of the public peace, health and safety shall be in force and take effect immediately upon and after its passage. PASSED: October 19, 2023. APPROVED: ATTEST: 4r,„co Mayor City Clerk (SEAL) 20 CERTIFICATE The undersigned, City Clerk of the City of West Memphis, Arkansas (the "City"), hereby certifies that the foregoing pages are a true and correct copy of Ordinance No. ,passed at a regular session of the City Council of the City, held at the regular meeting place of the City Council at 5:00 o'clock p.m. on the 19th day of October, 2023, and that the Ordinance is of record in Ordinance Record Book No. at page , now in my possession. GIVEN under my hand and seal this 19th day of October, 2023. 6) ,_,. 9,..a.a- City C1errk (SEAL) 21 CERTIFICATE STATE OF ARKANSAS ) (SS COUNTY OF CRITTENDEN) The undersigned, City Clerk of the City of West Memphis, Arkansas, hereby certifies that the above and foregoing is a true and complete and correct copy of Ordinance 2649 AN ORDINANCE AUTHORIZING THE ISSUANCE OF NET CASINO GAMING RECEIPTS TAX BONDS FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COST OF CAPITAL IMPROVEMENTS; PLEDING THE CITY'S SHARE OF COLLECTIONS OF THE NET CASINO GAMING RECEIPTS TAX LEVIED UNDER AMENDMENT NO. 100 TO THE ARKANSAS CONSTITUTION TO PAY THE PRINICIPAL OF AND INTEREST ON THE BONDS; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. . Appears in the official records of said City. IN WITNESS, WHEREOF, I have hereunto set my hand as City Clerk of the City of West Memphis, Arkansas, and the Official Seal of said City, on this 19,th day of October 2023. &Irte•r:‘,4 42,0- CITY CLE RK, CITY OF WEST MEMPHIS CRITTENDEN COUNTY, ARKANSAS CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and delivered by the City of West Memphis, Arkansas (the "Issuer") and Bank OZK, Little Rock, Arkansas (the "Trustee") in connection with the issuance of the Issuer's Net Casino Gaming Receipts Tax Bonds, Series 2023 (the "Bonds"). The Bonds are being issued pursuant to Ordinance No. of the Issuer, adopted October 19, 2023 (the "Authorizing Ordinance"). The Issuer and the Trustee covenant and agree as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer and the Trustee for the benefit of the Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with the Securities and Exchange Commission, Rule 15c2-12(b)(5). SECTION 2. Definitions. In addition to the definitions set forth in the Authorizing Ordinance, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Beneficial Owner" of a Bond shall mean any person who has or shares the power,directly or indirectly,to make investment decisions concerning ownership of any Bonds(including persons holding Bonds through nominees, depositories or other intermediaries). "Dissemination Agent" shall mean the Trustee, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Trustee a written acceptance of such designation. "EMMA" shall mean the Electronic Municipal Market Access system as described in 1934 Act Release No. 59062 and maintained by the MSRB for purposes of the Rule. "Financial Obligation" shall mean a (A) Debt obligation; (B) Derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (C) Guarantee of obligations described in (A) or (B). The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Pledged Revenues" shall mean the City's share of collections of the net casino gaming receipts tax levied under Amendment No. 100 to the Arkansas Constitution. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as modified by Rule 15c2-12(d)(2), as the same may be amended from time to time. SECTION 3. Provision of Annual Report. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than one hundred eighty (180) days after the end of the Issuer's fiscal year (presently December 31), commencing with the report after the end of the 2023 fiscal year, provide to the MSRB, through its continuing disclosure service portal provided through EMMA at http://www.emma.msrb.org or any similar system acceptable to the Securities and Exchange Commission, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report shall be in an electronic format as prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement;provided that the Financial Statements(as defined below)may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date, but, in such event, such Financial Statements shall be submitted within thirty (30) days after receipt thereof by the Issuer. If the fiscal year of the Issuer changes, the Issuer shall give notice of such change in the same manner as for a Listed Event. (b) Not later than fifteen (15) days prior to the date specified in subsection (a) for providing the Annual Report to the MSRB, the Issuer shall provide the Annual Report to the Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent). If by such date,the Trustee has not received a copy of the Annual Report,the Trustee shall contact the Issuer and the Dissemination Agent to determine if the Issuer is in compliance with the first sentence of this subsection (b). (c) If the Trustee is unable to verify that an Annual Report(containing the information required in 1 of Section 4 of this Disclosure Agreement) has been provided to the MSRB by the date required for such part in subsection(a), the Trustee shall send a notice to the MSRB. (d) The Dissemination Agent shall file a report with the Issuer and (if the Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report has been provided pursuant to this Disclosure Agreement and stating the date it was provided. 2 SECTION 4. Content of Annual Reports. The Issuer's Annual Report shall contain or incorporate by reference the following: 1. Pledged Revenues for the latest calendar year and the four (4) previous years, if available. 2. The annual financial statements of the general fund of the Issuer,which(i)need not be audited in accordance with auditing standards generally accepted in the United States of America, (ii) shall be prepared using accounting principles prescribed by Arkansas Code Annotated Section 10-4-412,as it may be amended from time to time,or any successor statute and (iii) shall be audited in accordance with, and as required by, Arkansas law (the "Financial Statements"). Any or all of the items above may be incorporated by reference from other documents, including official statements of debt issues of the Issuer or related public entities, which are available to the public on the MSRB's website or filed with the Securities and Exchange Commission. The Issuer shall clearly identify each such other document so incorporated by reference. SECTION 5. Reporting of Listed Events. (a) This Section 5 shall govern the giving of notices of the occurrence of any of the following events: 1. Principal and interest payment delinquencies. 2. Non-payment related defaults, if material. 3. Unscheduled draws on debt service reserves reflecting financial difficulties. 4. Unscheduled draws on credit enhancements reflecting financial difficulties. 5. Substitution of credit or liquidity providers, or their failure to perform. 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax-exempt status of the Bonds. 7. Modifications to rights of security holders, if material. 8. Bond calls (excluding mandatory sinking fund redemptions), if material. 9. Defeasances and tender offers. 10. Release, substitution, or sale of property securing repayment of the securities, if material. 3 11. Rating changes. 12. Bankruptcy, insolvency, receivership or similar event of the Issuer. 13. The consummation of a merger, consolidation or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material. 15. Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material. 16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer,any of which reflect financial difficulties. (b) After the occurrence of a Listed Event(excluding an event described in(a)8 above), the Issuer shall promptly notify the Dissemination Agent(if other than the Issuer)in writing. Such notice shall instruct the Dissemination Agent to report the occurrence. (c) After the occurrence of a Listed Event(excluding an event described in(a)8 above), whether by notice from the Trustee or otherwise, the Issuer shall file (or shall cause the Dissemination Agent to file), in a timely manner not in excess of ten (10) business days after the occurrence of such Listed Event, a notice of such occurrence with the MSRB, through its continuing disclosure service portal provided through EMMA at http://www.emma.msrb.org or any other similar system that is acceptable to the Securities and Exchange Commission, with a copy to the Trustee (if the Trustee is not the Dissemination Agent). Each notice of the occurrence of a Listed Event shall be captioned"Notice of Listed Event" and shall be filed in electronic format as prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB. In the event of a Listed Event described in(a)8 above, the Trustee shall make a filing in a timely manner not in excess of ten (10) business days after the occurrence of such Listed Event. SECTION 6. Termination of Reporting Obligation. The Issuer's obligations under this Disclosure Agreement shall terminate upon the defeasance,prior redemption or payment in full of all the Bonds. SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Agreement. If at 4 any time there is not any other designated Dissemination Agent, the Trustee shall be the Dissemination Agent. The initial Dissemination Agent shall be the Trustee. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement,the Issuer and the Trustee may amend this Disclosure Agreement, and any provisions of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5,it may only be made in connection with a change in circumstances that arises from a change in legal requirements,change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Beneficial Owners of the Bonds in the same manner as provided in the Authorizing Ordinance for amendments to the Authorizing Ordinance with the consent of Beneficial Owners, or (ii) does not, in the opinion of the Trustee, materially impair the interests of the Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also,if feasible,in quantitative form)between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. 5 SECTION 10. Default. In the event of a failure of the Issuer or the Trustee to comply with any provision of this Disclosure Agreement, the Trustee, the Issuer or any Beneficial Owner may (and the Trustee, at the request of the Participating Underwriter or the Beneficial Owners of at least 25% aggregate principal amount of outstanding Bonds, shall) take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer,the Dissemination Agent or the Trustee,as the case may be,to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed a default under the Authorizing Ordinance, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer, the Dissemination Agent or the Trustee to comply with this Disclosure Agreement shall be an action to compel performance. SECTION 11. Duties of Trustee and Dissemination Agent and Right of Indemnity. The Dissemination Agent (if other than the Trustee) and the Trustee in its capacity as Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Issuer agrees to indemnify and save the Dissemination Agent and the Trustee, their officers, directors,employees and agents,harmless against any loss,expense and liabilities which they may incur arising out of or in the exercise or performance of their powers and duties hereunder, including the costs and expenses (including attorney's fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's or the Trustee's gross negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Trustee or the Dissemination Agent and payment of the Bonds. SECTION 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Trustee, the Dissemination Agent, the Participating Underwriter and the Beneficial Owners and shall create no rights in any other person or entity. SECTION 13. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Dated: November 30, 2023. CITY OF WEST MEMPHIS, ARKANSAS By 7 c Mayor BANK OZK Little Rock, Arkansas By Authorized Officer 6 RULE 15c2-12 CERTIFICATION The undersigned, Mayor of the City of West Memphis, Arkansas (the "Issuer"), hereby certifies as follows: 1. This Certificate is delivered to provide for compliance with Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"). 2. The Issuer is an "issuer of municipal securities" under the Rule with respect to the Issuer's Net Casino Gaming Receipts Tax Bonds, Series 2023 (the "Bonds"). 3. To provide for the offering and sale of the Bonds, there has been prepared a Preliminary Official Statement, dated October 11, 2023 (the "Preliminary Official Statement") setting forth information concerning the Bonds and the Issuer. 4. The undersigned, as the Mayor of the Issuer, hereby declares, on behalf of the Issuer, the Preliminary Official Statement to be a final official statement, as such term is defined in the Rule, as of its date, except for the omission of the interest rates, underwriter's discount, aggregate principal amount, principal amount per maturity and other terms of the Bonds depending on such matters. IN WITNESS WHEREOF, I have hereunto set my hand as of this 11th day of October, 2023. CITY OF WEST MEMPHIS, ARKANSAS By :7K Mayor PROOF OF POSTING OF ORDINANCE STATE OF ARKANSAS COUNTY OF CRITTENDEN We, Marco McClendon and Patricia Joplin, as Mayor and City Clerk, respectively, of and for the City of West Memphis, Crittenden County, Arkansas (the "City"), hereby certify that a certified copy of Ordinance No.,,?"/? (the "Ordinance")was,on October 20,2023,posted in the public places listed in Section 24 of the Ordinance and that the Ordinance remained posted for thirty (30) days. DATED this 21st day of November, 2023. '7(-7;)ef u..-, A-(,;-'2 64,-"C----- Mayor City Clerk (SEAL) EXCERPTS FROM MINUTES OF MEETING OF THE CITY COUNCIL OF WEST MEMPHIS, ARKANSAS HELD OCTOBER 19, 2023 The City Council of the City of West Memphis, Arkansas met in regular session at 5:00 o'clock p.m., on the 19th day of October, 2023. The following were present: Mayor Marco McClendon; City Clerk Patricia Joplin and Council Members a/e.: Biel et -racy 697 iYc. L e W J 5/%/f ff&P,v,6 /ai/M n s$r ,Gae .vd/no4, //s fpi A �i, Y,ijw.,/),P, c/Oeks�Ait is 5 Absent: /./E/4A/ r/9P1ei S • The Mayor announced that consideration should be given to an ordinance authorizing the issuance of bonds. This was a matter with which the Council was familiar and after a discussion, an Ordinance entitled: "AN ORDINANCE AUTHORIZING THE ISSUANCE OF NET CASINO GAMING RECEIPTS TAX BONDS FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COST OF CAPITAL IMPROVEMENTS; PLEDGING THE CITY'S SHARE OF COLLECTIONS OF THE NET CASINO GAMING RECEIPTS TAX LEVIED UNDER AMENDMENT NO. 100 TO THE ARKANSAS CONSTITUTION TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY" was introduced. Council Membed10©h , seconded by Council Member eAT , moved that the rule requiring the reading of an ordinance in full on three different days be suspended and that the Ordinance be placed on its first reading by title only. The Mayor put the question on the adoption of the motion and the roll being called, the following voted aye: rR;, � � Ilo#, Ibkkns y l�fl1L'Ff►,� lohedesJ and the following voted nay: f dttit Thereupon the Mayor declared that at least two-thirds of all members of the Council having voted in favor of the motion to suspend the rule, the motion was carried and the rule suspended. The Ordinance was then read by title only. Council Member eRaZ/4 , seconded by Council Member f/n1 moved that the rule requiring the reading of an ordinance in full on three different days be suspended and that the Ordinance be placed on its second reading by title only. The Mayor put the question on the adoption of the motion and the roll being called, the following voted aye: C'R7T L'�M Ho% itomynAt 1, and the following voted nay: AftrA Thereupon the Mayor declared that at least two-thirds of all members of the Council having voted in favor of the motion to suspend the rule, the motion was carried and the rule suspended. The Ordinance was then read by title only. nn Council Member eRooM , seconded by Council Member LA moved that the rule requiring the reading of an ordinance in full on three different days be suspended and that the Ordinance be placed on its third reading by title only. The Mayor put the question on the adoption of the motion and the roll being called, the following voted aye: �Pt/c , (?A7r O, tvt1 % //, thi inSoii ili J /126,14d 1 ''- 7, hEitek and the following voted nay: Thereupon the Mayor declared that at least two-thirds of all members of the Council having voted in favor of the motion to suspend the rule, the motion was carried and the rule suspended. The Ordinance was then read by title only. Council Member L'R , seconded by Council Member , moved that the Ordinance be adopted. The question was put by the Mayor on the adoption of the motion and the roll being called, the following voted aye: /12114 Iviitrk.r; 2 and the following voted nay: Council Member eRt , seconded by Council Member 11 C , moved that Section 27,the emergency clause, be adopted and on roll call, the following voted aye: &!e[icd, C�7, C,eln filf HG/ch•,7 s) and the following voted nay: Ail & The Mayor thereupon declared the Ordinance and the emergency clause adopted and signed the Ordinance, which was attested by the City Clerk and sealed with the seal of the City. The Ordinance was given No.Z,`} . (Matters not relating to the Bond Ordinance are omitted.) There being no further business, the Council adjourned. Y or ATTEST: City Clerk (SEAL) 3 CERTIFICATE The undersigned, City Clerk of West Memphis, Arkansas (the "City"), hereby certifies that the foregoing pages are a true and correct copy of excerpts of the minutes of a meeting of the City Council of the City at a regular session held at the regular meeting place of the Council in the City at 5:00 o'clock p.m., on the 19th day of October, 2023, and the time and place of the meeting was furnished in accordance with the provisions of Title 25, Chapter 19 of the Arkansas Code of 1987 Annotated. City Clerk (SEAL) 4 PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 11. 2023 NEW ISSUE RATING: Moody's : A3 BOOK-ENTRY ONLY In the opinion of Bond Counsel, based on existing statutes, regulations, rulings and court decisions, the interest on the Bonds is excludable from gross income for federal income tax purposes,subject to the condition that the City comply with all requirements _ - of the Internal Revenue Code that must be satisfied subsequent to the issuance of the Bonds, and the Bonds and interest thereon are exempt from all Arkansas state, county and municipal taxes. In the opinion of Bond Counsel, interest on the Bonds is not an - - item of tax preference for purposes of the federal alternative minimum tax; provided, however, that with respect to certain corporations,interest on the Bonds will be taken into account in determining annual adjusted financial statement income for the purpose of computing the federal alternative minimum tax. See LEGAL MATTERS, Tax Exemption. - _ $8,990,000* 1 CITY OF WEST MEMPHIS,ARKANSAS NET CASINO GAMING RECEIPTS TAX BONDS - SERIES 2023 _ - Dated: Date of Delivery Due: December 1,as shown below The Bonds are special obligations of the City of West Memphis,Arkansas(the"City"). Principal of and interest = on the Bonds are payable from a pledge of the City's share of collections of the net casino gaming receipts tax _ levied under Amendment No. 100 to the Arkansas Constitution. Interest on the Bonds is payable semiannually on June 1 and December 1 in each year, commencing June 1, 2024, and the Bonds mature(on December I of each year),bear interest and are priced to yield as follows: = MATURITY SCHEDULE* _ = S4,590,000 Serial Bonds Year Amount Rate(%) Yield(%) Year Amount Rate(%) Yield(%) 2025 S415,000 2030 S530,000 = 2026 440,000 2031 560,000 _ - 2027 460,000 2032 585,000 — 2028 480,000 2033 615,000 - 2029 505,000 S4,400,000 %Term Bonds Due December 1,2039 to Yield % F. - The Bonds of each maturity will be initially issued as a single registered bond registered in the name of Cede& _ Co., the nominee of The Depository Trust Company ("DTC"), New York, New York. The Bonds will be _— available for purchase in book-entry form only, in denominations of$5,000 or any integral multiple thereof. Except in limited circumstances described herein, purchasers of the Bonds will not receive physical delivery of Bonds. Payments of principal of and interest on the Bonds will be made by Bank OZK, Little Rock,Arkansas, as the Trustee,directly to Cede&Co.,as nominee for DTC,as registered owner of the Bonds,to be subsequently = disbursed to DTC Participants and thereafter to the Beneficial Owners of the Bonds, all as further described herein. The Bonds are offered, subject to prior sale, when, as and if issued and received by the Underwriter named below, subject to the approval of legality by Friday, Eldredge & Clark, LLP, Little Rock, Arkansas, Bond Counsel,and subject to certain other conditions. This cover page contains information for quick reference only. It is not a summary'of the issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment = decision. Stephens Inc. r 4 Dated: , 2023 * Preliminary:subject to change. No dealer,broker,salesman or other person has been authorized by the City or the Underwriter to give any information or to make any representations, other than those contained in this Official Statement, and,if given or made,such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or other solicitation of an offer to buy, nor shall there be any sale of the Bonds by any persons in any state in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the City since the date hereof. TABLE OF CONTENTS INTRODUCTION TO OFFICIAL STATEMENT 1 THE BONDS 2 Book-Entry Only System 2 Generally 4 Redemption 4 Purposes for Bonds 5 Security 6 THE CITY AND THE COUNTY 7 Location 7 Population 7 Transportation 7 Government 7 Medical Facilities 7 Financial Institutions 7 Education 7 Economy 8 Litigation 8 County Economic Data 8 THE TAX 9 Generally 9 Southland Casino 10 Historical Pledged Revenues 10 Future Pledged Revenues 10 THE AUTHORIZING ORDINANCE 11 The Revenue Fund 11 The Bond Fund I 1 Investments 12 Certain Covenants 13 Defaults and Remedies 13 Defeasance 14 Additional Bonds 14 The Trustee 14 Supplemental Ordinances 15 CONTINUING DISCLOSURE AGREEMENT 15 Past Compliance 15 Purpose of the Continuing Disclosure Agreement 16 Definitions 16 Provision of Annual Report 16 Content of Annual Report 17 Reporting of Listed Events 17 Termination of Reporting Obligation 18 Dissemination Agent 18 Amendment; Waiver 18 Additional Information 19 Default 19 Duties of Trustee and Dissemination Agent and Right of Indemnity 19 Beneficiaries 19 DEBT SERVICE COVERAGE 20 DEBT SERVICE REQUIREMENTS 20 LEGAL MATTERS 21 Legal Proceedings 21 Legal Opinions 21 Tax Exemption 21 MISCELLANEOUS 22 Underwriting 22 Enforceability of Remedies 23 Rating 23 Information in Official Statement 23 OFFICIAL STATEMENT S8,990,000* CITY OF WEST MEMPHIS,ARKANSAS NET CASINO GAMING RECEIPTS TAX BONDS SERIES 2023 INTRODUCTION TO OFFICIAL STATEMENT This Introduction is subject in all respects to the more complete information contained in this Official Statement. The offering of the bonds to potential investors is made only by means of the entire Official Statement, including the cover page hereof. A full review should be made of the entire Official Statement,as well as the Authorizing Ordinance described herein. This Official Statement of the City of West Memphis,Arkansas(the "City") is furnished in connection with the offering by the City of its $8,990,000* principal amount of Net Casino Gaming Receipts Tax Bonds, Series 2023(the"Bonds"). The Bonds are being issued for the purpose of financing all or a portion of the costs of park and recreational facilities and improvements(the "Improvements")and paying expenses of issuing the Bonds. The City is a city of the first class duly organized under the laws of the State of Arkansas (the "State") and is located in eastern Arkansas. The City is authorized under Amendment No. 62 to the Constitution of the State ("Amendment 62") and Title 14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987 Annotated (the "Authorizing Legislation") to issue capital improvement bonds and to expend the proceeds thereof for the intended purposes. See THE CITY AND THE COUNTY. The Bonds are not general obligations of the City but are special obligations payable solely from the City's share of collections of the net casino gaming receipts tax levied under Amendment No. 100 to the Arkansas Constitution (the "Tax"). See THE TAX and THE BONDS, Security. The issuance of the Bonds and the pledging of the City's share of collections of the Tax (the "Pledged Revenues") to the payment of the principal of and interest on the Bonds was approved at a special election held on December 10, 2019. The Bonds are being issued pursuant to and in full compliance with Amendment 62 and the Authorizing Legislation and Ordinance No. of the City, adopted on , 2023 (the "Authorizing Ordinance"). See THE AUTHORIZING ORDINANCE. The City cannot predict with certainty the expected amount of Pledged Revenues to be received and, therefore,there can be no assurances that Pledged Revenues will be sufficient to pay the principal of and interest on the Bonds. See THE TAX,Future Pledged Revenues. The Bonds will be initially issued in book-entry form and purchasers of Bonds will not receive certificates representing their interest in the Bonds purchased. See THE BONDS, Book-Entry Only System. The Bonds will contain such other terms and provisions as described herein. See THE BONDS, Generally. The Bonds are issuable only as fully registered bonds, without coupons, in the denomination of$5,000 or any integral multiple thereof. Interest is payable June 1, 2024, and semiannually thereafter on each June 1 and December 1. Principal is payable at the principal office of Bank OZK, Little Rock, Arkansas, as trustee and paying agent for the Bonds(the"Trustee"). Interest is payable by the Trustee by check or draft to the registered owners as of the record date for each interest payment date. The record date for payment of interest on the Bonds shall be the fifteenth day of the calendar month next preceding each interest payment date. A Bond may be transferred. in whole or in part(in integral multiples of$5,000),but only upon delivery of the Bond, together with a written instrument of transfer,to the Trustee. See THE BONDS, Generally. * Preliminary-;subject to change. The Bonds are subject to extraordinary redemption from proceeds of the Bonds not needed for the purposes intended and are subject to optional redemption on and after December 1, 2030. The Bonds maturing on December 1, 2039* are subject to mandatory sinking fund redemption as described herein. The Trustee shall give notice of redemption at least thirty(30)days prior to the redemption date. See THE BONDS, Redemption. The City has reserved the right in the Authorizing Ordinance to issue additional bonds on a parity of security with the Bonds ("Additional Parity Bonds"). See THE AUTHORIZING ORDINANCE, Additional Bonds. Under existing law and assuming compliance with certain covenants described herein, (i) interest on the Bonds is excludable from gross income for federal income tax purposes, (ii) interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax; provided, however, that with respect to certain corporations,interest on the Bonds will be taken into account in determining annual adjusted financial statement income for the purpose of computing the federal alternative minimum tax and(iii)the Bonds and interest thereon are exempt from all State, county and municipal taxes. See LEGAL MATTERS,Tax Exemption. It is expected that the Bonds will be available for delivery on or about November 30,2023,through the facilities of The Depository Trust Company in New York,New York. The City and the Trustee will enter into a Continuing Disclosure Agreement in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the "Continuing Disclosure Agreement"). See CONTINUING DISCLOSURE AGREEMENT. This Official Statement speaks only as of its date, and the information contained herein is subject to change. Copies of the Authorizing Ordinance and the Continuing Disclosure Agreement summarized herein are available upon request from Stephens Inc., 111 Center Street, Suite 1720, Little Rock, Arkansas 72201, Attention: Public Finance. THE BONDS Book-Entry Only System. The Depository Trust Company ("DTC"), New York, New York, or its successor, will act as securities depository for the Bonds. The Bonds will each be issued as fully-registered securities registered in the name of Cede&Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate for each maturity will be issued in the principal amount of the maturity and will be deposited with DTC. DTC is a limited-purpose trust company organized under the New York Banking Law,a"banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust&Closing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at NAw .dtcc.com. * Preliminary:subject to change. 7 Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond(referred to herein as "Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them,subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices will be sent to Cede & Co. If fewer than all of the Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede&Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date(identified in a listing attached to the Omnibus Proxy). Principal, interest and premium, if any, payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or Trustee, on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name,"and will be the responsibility of such Participant and not of DTC, the Trustee, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, interest and premium, if any, to Cede& Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Trustee,disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Bonds are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event. Bonds will be printed and delivered. The information concerning DTC and DTC's book-entry system set forth above has been obtained from DTC. Neither the Underwriter nor the City make any representation or warranty regarding the accuracy or completeness thereof. 3 So long as the Bonds are in book-entry only form,Cede&Co.,as nominee for DTC,will be treated as the sole owner of the Bonds for all purposes under the Authorizing Ordinance, including receipt of all principal of and interest on the Bonds, receipt of notices,voting and requesting or directing the Trustee to take or not to take,or consenting to,certain actions under the Authorizing Ordinance. The City and the Trustee have no responsibility or obligation to the Participants or the Beneficial Owners with respect to (a) the accuracy of any records maintained by DTC or any Participant; (b) the payment by any Participant of any amount due to any Beneficial Owner in respect of the principal of and interest on the Bonds; (c)the delivery or timeliness of delivery by any Participant of any notice to any Beneficial Owner which is required or permitted under the terms of the Authorizing Ordinance to be given to owners of Bonds; or(d)other action taken by DTC or Cede& Co.as owner of the Bonds. Generally. The Bonds are dated, mature and bear interest as set forth on the cover page hereof. The principal of the Bonds is payable upon presentation and surrender at the principal office of the Trustee. Payment of interest on the Bonds will be made to each registered owner thereof by check or draft by the Trustee to such owner at his address as such name and address appear on the registration book of the City kept by the Trustee on the record date which is the fifteenth day of the calendar month next preceding the calendar month in which such interest payment date falls. All such payments will be made in lawful money of the United States of America. The Bonds are issuable in the form of registered Bonds without coupons in the denomination of$5,000 each or any integral multiple thereof, interchangeable in accordance with the provisions of the Authorizing Ordinance. In the event any Bond is mutilated, lost or destroyed, the City shall, if not then prohibited by law, execute and the Trustee may authenticate a new Bond in accordance with the provisions therefor in the Authorizing Ordinance. Each Bond is transferable by the registered owner thereof or by his attorney duly authorized in writing at the principal office of the Trustee. Upon such transfer a new fully registered Bond or Bonds of the same maturity, of authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in exchange therefor. No charge shall be made to any owner of any Bond for the privilege of registration, but any owner of any Bond requesting any such registration shall pay any tax or other governmental charge required to be paid with respect thereto. Except as otherwise provided in the immediately preceding sentence, the cost of preparing each new Bond upon each exchange or transfer and any other expenses of the City or the Trustee incurred in connection therewith shall be paid by the City. Neither the City nor the Trustee shall be required to transfer or exchange any Bonds selected for redemption in whole or in part. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal or interest of any Bond shall be made only to or upon the order of the registered owner thereof or his legal representative, but such registration may be changed as hereinabove provided.All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. In any case where the date of maturity of interest on or principal of the Bonds or the date fixed for redemption of any Bonds shall be a Saturday or Sunday or shall be in the State a legal holiday or a day on which banking institutions are authorized by law to close, then payment of interest or principal need not be made on such date but may be made on the next succeeding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after the date of maturity or date fixed for redemption. Redemption. The Bonds are subject to optional, extraordinary and mandatory sinking fund redemption as follows: (1) Optional Redemption. The Bonds are subject to redemption at the option of the City from funds from any source, on and after December 1, 2030, in whole or in part at any time, at a redemption price equal to the principal amount being redeemed plus accrued interest to the redemption date. If fewer than all of the Bonds shall be called for redemption, the particular maturities to be redeemed shall be selected by the City in its 4 9 discretion. If fewer than all of the Bonds of any one maturity shall be called for redemption,the particular Bonds or portion thereof to be redeemed from such maturity shall be selected by lot by the Trustee. (2) Extraordinary Redemption. The Bonds must be redeemed from proceeds of the Bonds not needed for the purposes intended, on any interest payment date, in whole or in part, at a price equal to the principal amount being redeemed plus accrued interest to the redemption date, in inverse order of maturity (and by lot within a maturity in such manner as the Trustee may determine). (3) Mandatory Sinking Fund Redemption.* To the extent not previously redeemed, the Bonds maturing on December 1, 2039 are subject to mandatory sinking fund redemption by lot in such manner as the Trustee shall determine, on December 1 in the years and in the amounts set forth below, at a redemption price equal to the principal amount being redeemed plus accrued interest to the date of redemption: Bonds Maturing December 1, 2039 Year Principal (December 1) Amount 2034 $645,000 2035 680,000 2036 715,000 2037 750,000 2038 785,000 2039 (maturity) 825,000 In case any outstanding Bond is in a denomination greater than $5,000, each $5,000 of face value of such Bond shall be treated as a separate Bond of the denomination of$5,000. In the case of any redemption of Bonds prior to maturity,the Trustee shall mail or send via other standard means, including electronic or facsimile communication, a copy of the redemption notice to the registered owners of the Bonds to be redeemed, in each case not less than 30 nor more than 60 days prior to the date of redemption. After the date for redemption no further interest shall accrue on any Bond called for redemption if funds for redemption of such Bond have been deposited with the Trustee as provided in the Authorizing Ordinance. Purposes for Bonds. The Bonds are being issued to finance all or a portion of the costs of the Improvements and to pay expenses of issuing the Bonds. The Improvements are expected to be completed by June 15, 2025. The Improvements consist of the acquisition, construction, furnishing and equipping of park and recreational facilities and improvements (i) in Tilden Rodgers Park, including particularly, without limitation, improvements to the baseball fields, softball fields and tennis courts, a splash pad and playground equipment, (ii) in Worthington Park, including particularly, without limitation, a splash pad and (iii) in Franklin Park, including particularly, without limitation, a splash pad and any necessary land acquisition and parking, landscaping, signage, concession, road and utility improvements related thereto. [Remainder of page intentionally left blank] * Preliminary:subject to change. 5 The sources and uses of funds to accomplish the Improvements are estimated by the City as follows: SOURCES:* Principal Amount of Bonds $8,990,000 Net Original Issue Premium 58,523 Total Sources $9,048,523 USES:* Costs of Improvements $8,775,000 Costs of Issuance and Underwriter's Discount 273,523 Total Uses $9,048,523 The payment of Underwriter's discount and the fee of Bond Counsel will be contingent on the Bonds being issued. See MISCELLANEOUS, Underwriting for a description of the Underwriter's discount. The City will deposit the net proceeds of the Bonds(principal amount plus any original issue premium less any original issue discount, Underwriter's discount and certain issuance costs)into a special fund established with the Trustee and designated "2023 Parks Construction Fund" (the "Construction Fund"). Moneys contained in the Construction Fund will be disbursed in payment of costs of the Improvements, paying necessary expenses incidental thereto and paying expenses of issuing the Bonds. Disbursements shall be on the basis of requisitions which shall contain at least the following information: the person to whom payment is being made; the amount of the payment;and the purpose by general classification of the payment. For a description of how the Bond proceeds are to be invested pending use and the provisions governing those investments, see THE AUTHORIZING ORDINANCE, Investments. Security. The Bonds are not general obligations of the City but are special obligations, secured by a first and prior pledge of the Pledged Revenues. Pledged Revenues will be used to pay the principal of and interest on the Bonds and Additional Parity Bonds,to pay Trustee's and administrative fees and expenses,to fund and maintain a debt service reserve and to pay any arbitrage rebate due under Section 148(f)of the Internal Revenue Code of 1986, as amended (the "Code"). Pledged Revenues not needed for such purposes shall be released from the pledge in favor of the Bonds and Additional Parity Bonds and may be used by the City for any lawful purpose. The Bonds are secured under the Authorizing Ordinance. For a summary of the terms of the Authorizing Ordinance, see THE AUTHORIZING ORDINANCE. The City may issue Additional Parity Bonds. See THE AUTHORIZING ORDINANCE, Additional Bonds. A debt service reserve will be maintained in the Bond Fund in an amount equal to one-half of the maximum annual debt service requirement on the Bonds and any Additional Parity Bonds. See THE AUTHORIZING ORDINANCE,The Bond Fund. The debt service reserve will initially be funded with Pledged Revenues. The debt service reserve is expected to be fully funded in November 2024. [Remainder of page intentionally left blank] 6 THE CITY AND THE COUNTY Location. The City is located in Crittenden County (the "County") in eastern Arkansas. The City is located approximately 128 miles east of Little Rock, Arkansas and is just west of Memphis, Tennessee. Population. Resident population in the City and the County has been as follows: Year City County 1970 26,070 48,106 1980 28,138 49,499 1990 28,259 49,939 2000 27,666 50,866 2010 26,245 50,902 2020 24,520 48,163 2022* 23,795 47,061 *Estimate as of July 1, 2022 Transportation. The City is served by U.S. Highway No. 70 and Interstates 40 and 55. Several motor freight carriers make shipments from the City to major cities across the United States. Memphis International Airport, located 20 miles away, offers commercial flights. Government. The government of the City operates under the mayor-city council form of government. The current Mayor and member of the City Council are as follows: Name Occupation Term Expires Marco McClendon Mayor December 31, 2026 James Holt, Sr. Retired December 31, 2026 Willis Mondy Semi-Retired General Contractor December 31, 2024 Charles Wheeless Retired December 31, 2026 Lorraine Mohammed Administrative Assistant December 31, 2026 Helen Harris Director, Helens Residential Care December 31, 2026 Tracy Catt Guaranty Loan and Real Estate December 31, 2024 Melanie Hutchinson Unemployed December 31, 2024 Wayne Croom Retired December 31, 2024 David Murray Part-Time Teacher December 31, 2024 Gheric Bruce Education December 31, 2026 Medical Facilities. The City is served by Baptist Memorial Hospital - Crittenden, with approximately eleven licensed beds. Financial Institutions. The City is served by branches of Evolve Bank&Trust, Fidelity Bank, Premier Bank of Arkansas, Regions Bank and Truist Bank. Education. Primary and secondary education for the City's inhabitants are provided by a public school system. Arkansas State University Mid-South is located in the City. Rhodes College, University of Memphis and Christian Brothers University are each located in nearby Memphis, Tennessee. [Remainder of page intentionally left blank] 7 Economy. Set forth below are the characteristics of the major employers in the City: Number of Employer Service or Product Employees Schneider National Carriers Logistics 1,100 West Memphis School District Education 800 Hino Motors Manufacturer 800 Southland Casino Entertainment 645 City of West Memphis Government 300 Robert Bosch Power Tool Retail Merchandise Distribution Center 300 ASU Mid-South Education 257 Awesome Products Household Cleaners 250 Carvana Distribution 215 Federal Express Ground Logistics 200 State Side Steel Chain Fence Manufacturer 150 Coca Cola Consolidated Beverage Manufacturer 145 Langston Bag Company Paper Bag Manufacturer 131 Sediver Glass Insulators 75 West Memphis Steel Steel Coil Processing 65 Litigation. There is no material litigation or administrative proceeding pending or threatened against the City. County Economic Data. Per capita personal income estimates for the County are as followso): Per Capita Year Personal Income 2017 $35,813 2018 36,421 2019 37,978 2020 41,598 2021 45,416 Total personal income estimates for the County are as follows(": Total Year Personal Income 2017 $1,755,900,000 2018 1,774,873,000 2019 1,835,466,000 2020 1,999,481,000 2021 2,158,375,000 [Remainder of page intentionally left blank] (1)Source: Bureau of Economic Analysis,United States Department of Commerce. 8 Set forth below are the annual average unemployment rates for the County and the State since 2018 according to the Arkansas Department of Workforce Services: Annual Average Unemployment Rate(%) Year County State 2018 4.3 3.7 2019 4.2 3.5 2020 8.5 6.2 2021 5.5 4.1 2022 4.0 3.3 2023* 4.2 3.3 *Preliminary as of August, 2023 THE TAX Generally. (a) The Tax is levied by Amendment No. 100 to the Arkansas Constitution ("Amendment No. 100"), which was approved by the voters at the 2018 general election. Casinos and casino gaming are authorized in the State as provided in Amendment No. 100. The Arkansas Racing Commission administers and regulates casino licenses, including their issuance and renewal, administers and enforces the provisions of Amendment No. 100 relating to casino licensees, and adopts rules necessary to carry out the purposes of Amendment No. 100 and perform its duties thereunder. Pursuant to Amendment No. 100, the Arkansas Racing Commission is authorized to issue four casino licenses, one each in Crittenden County, Garland County, Jefferson County and Pope County. There are casinos currently operating in Crittenden County, Garland County and Jefferson County. (b) For each fiscal year, a casino licensee's "net casino gaming receipts" (defined as gross receipts from casino gaming less amounts paid out or reserved as winnings to casino patrons) are subject to a net casino gaming receipts tax (the Tax) as follows: (1) 13% on the first $150,000.000 of net casino gaming receipts or any part thereof; (2) 20% on net casino gaming receipts exceeding $150,000,001 or any part thereof. Pursuant to rules of the Arkansas Gaming Commission, the Tax to be paid by each casino licensee must be reported under oath and paid on a monthly basis on or before the twentieth day of each month to the Secretary of the Arkansas Department of Finance and Administration (the "Secretary"). All Tax collections received by the Secretary are deposited with the State Treasurer. The Secretary performs all functions incidental to the administration, payment and collection of the Tax. All other regulatory authority over licensing and other matters not relating to the administration, payment and collection of the Tax remains with the Arkansas Racing Commission. (c) The Tax is distributed as follows: (1) 55%to the Arkansas General Revenue Fund; (2) 17.5% to the Arkansas Racing Commission for deposit into the Arkansas Racing Commission Purse and Awards Fund to be used only for purses for live horse racing and greyhound racing by the franchise holders, as the case may be (the "17.5% Revenues"), and then to be apportioned as set forth in section (e) below; (3) 8%to the county in which the casino is located: and 9 (4) 19.5% to the city or town in which the casino is located, provided that the casino is not located within a city or town, then the 19.5% dedicated to the city or town shall go to the county in which the casino is located. (d) On the last day of each month, the State Treasurer transfers the 17.5% Revenues to the Arkansas Racing Commission to be distributed to the franchise holders as follows: for the period prior to January 1, 2024, 60% shall be distributed to the franchise holder operating a franchise to conduct horse racing, and 40% shall be distributed to the franchise holder operating a franchise to conduct greyhound racing; and for each calendar year thereafter,pro rata to the franchise holders based upon the total respective amounts of each franchise holder's pari-mutuel wagering handle during each respective immediately preceding calendar year from wagers placed on and off-track on the franchise holder's live races (horse or greyhound, as the case may be) conducted at the franchise holder's licensed premises. (e) On the last day of each month, the State Treasurer transfers the other percentage allocations made in section (c) above to the designated entities. All Pledged Revenues shall be remitted by the State Treasurer to the Trustee monthly for deposit into the Revenue Fund. See THE AUTHORIZING ORDINANCE, The Revenue Fund. Southland Casino. Southland Casino Hotel("Southland")is located just off Interstate 40 in the City. Southland's all new casino floor spans two and a half football fields in length and offers more than 2,400 slot machines, 50 live table games and sports betting. A brand new, high-rise hotel features 300 rooms. Historical Pledged Revenues. Pledged Revenues were first received by the City in June 2019 and have been as follows: 2019 2020 2021 2022 2023 January N/A $ 549,427.12 $ 455,598.59 $ 530,892.18 $ 626,168.79 February N/A 568,604.79 481,354.58 587,225.93 732,954.30 March N/A 574,924.16 568,837.62 498,115.02 1,024,039.00 April N/A 953,791.02 465,995.21 811,477.10 1,056,743.41 May N/A 547,133.53 1,181,755.38 1,005,413.17 1,225,305.51 June $ 39,176.67 N/A* 1,174,810.26 976,797.90 1,136,290.74 July 44,718.18 283,872.22 802,089.02 981,405.36 1,090,838.57 August 45,810.96 592,037.35 635,370.45 870,448.02 1,022,798.79 September 551,123.05 512,890.17 499,238.42 655,633.49 727,921.55 October 557,495.06 500,640.08 535,440.94 620,794.78 N/A November 510,827.46 508,064.50 542,297.73 652,469.41 N/A December 528,804.32 504,077.54 574,091.31 654,678.18 N/A Total $2,277,955.70 $6,095,462.48 $7,916,879.51 $8,845,350.54 $8,643,060.66 *Reflects the closure of Southland during the COVID-19 pandemic. Pledged Revenues for the twelve-month periods ended September 30 have been as follows: Period Pledged Revenues October 1. 2019 - September 30. 2020 $ 6,179,807.20 October 1, 2020- September30, 2021 7,777,831.65 October 1, 2021 - September 30, 2022 8,569,238.15 October 1, 2022 - September 30, 2023 10,571,003.03 Future Pledged Revenues. Pledged Revenues will be contingent upon the continued operation of Southland in the City. Southland is privately owned and the City has no control over its operations. Also, the amount of Pledged Revenues is dependent on the amount of gross receipts from casino gaming at Southland. A lower amount of casino activity by patrons at Southland will cause a decrease in the Pledged Revenues. The City 10 cannot predict with certainty the expected amount of Pledged Revenues to be received and,therefore, there can be no assurance that Pledged Revenues will be sufficient to pay the principal of and interest on the Bonds. THE AUTHORIZING ORDINANCE Set forth below is a summary of certain portions of the Authorizing Ordinance. This summary does not purport to be comprehensive and reference is made to the full text of the Authorizing Ordinance for a complete description of its provisions. Unless the context clearly indicates otherwise,all references under this heading to the"Bonds" shall include the bonds offered hereby and any Additional Parity Bonds. The City will covenant as set forth below in the Authorizing Ordinance. The Revenue Fund. The Trustee shall deposit all Pledged Revenues as and when received into a special fund of the City in the Trustee which is created by the Authorizing Ordinance and designated "Net Casino Gaming Receipts Tax Revenue Fund" (the "Revenue Fund"). There is created in the Revenue Fund the following accounts: Bond Account and Surplus Revenues Account. Monthly Pledged Revenues shall be disbursed as follows: (a)the amount necessary to make the transfers set forth in (1) through (4) of the next paragraph shall be deposited into the Bond Account and (b)the balance shall be deposited into the Surplus Revenues Account. Moneys in the Bond Account shall,within five(5)days of receipt, be transferred to the following accounts each month, in the following order of priority: (1) into the Expense Account in the Bond Fund, the Trustee's fees and expenses and other administrative charges next due and any arbitrage rebate due the United States Treasury under Section 148(f)of the Code;and (2) into the Debt Service Account in the Bond Fund, 1/6 of the interest on the Bonds next due;and (3) into the Debt Service Account in the Bond Fund, 1/12 of the principal of the Bonds next due at maturity or upon mandatory sinking fund redemption; and (4) into the Debt Service Reserve Account in the Bond Fund, (a) $36,500* after the bonds offered hereby are issued until the required level (as hereinafter defined) is reached and (b) after the Debt Service Reserve Account has been fully funded to the required level after issuance of the bonds offered hereby, the amount which may be necessary to increase the Debt Service Reserve Account to the required level; and (5) any remaining amounts shall be used to cover any deficiency in the monthly transfers required by(1)through (4)above for any previous month or deposited into the Surplus Revenues Account. Notwithstanding the above, (a) monthly transfers into the Debt Service Account in the Bond Fund required by (3) above shall not commence until November 2024 and (b) in the event that Additional Parity Bonds are issued, the transfer required by (4) above shall include an amount not less than 1/12 of the amount necessary to increase the Debt Service Reserve Account to the required level in the event that the increase to the Debt Service Reserve Account is not funded with the proceeds of such Additional Parity Bonds. The deposits made into the Debt Service Account in the Bond Fund shall be reduced in order to take into account as a credit(1) interest earnings on moneys in the Debt Service Account and(2)transfers from the Debt Service Reserve Account. Moneys in the Surplus Revenues Account in the Revenue Fund shall be paid to the City and used for any lawful purpose for which Pledged Revenues may be used. Such payments shall be made to the City within five (5) days after moneys are deposited into the Surplus Revenues Account. The Bond Fund. There is created by the Authorizing,Ordinance a special fund of the City in the Trustee which is designated "Net Casino Gaming Receipts Tax Bond Fund" (the "Bond Fund") for the purpose of providing funds for the payment of principal of and interest on the Bonds as they become due at maturity or at redemption * Preliminary;subject to change. 11 prior to maturity, Trustee's fees and expenses and other administrative charges and any arbitrage rebate. There shall be established in the Bond Fund the following accounts into which moneys from the Revenue Fund shall be deposited monthly: Debt Service Account and Expense Account. Moneys in the following Bond Fund accounts shall be used on each interest payment date in the following order of priority as and when necessary: (1) to pay the Trustee's fees and expenses and other administrative charges then due - Expense Account;and (2) to pay the interest on the Bonds then due- Debt Service Account; and (3) to pay the principal of the Bonds then due at maturity or upon mandatory sinking fund redemption- Debt Service Account. In addition, moneys in the Expense Account in the Bond Fund shall be used to pay, when due, any arbitrage rebate due under Section 148(f)of the Code. There shall also be established in the Bond Fund a Debt Service Reserve Account which shall be maintained in an amount equal to one-half of the maximum annual debt service requirement on the Bonds (the "required level"). Moneys in the Debt Service Reserve Account shall be used to make the payments described in clauses (2)and(3) above if moneys in the Debt Service Account in the Bond Fund are not otherwise sufficient for that purpose. Moneys in the Debt Service Reserve Account over and above the required level shall be immediately transferred from the Debt Service Reserve Account into the Debt Service Account in the Bond Fund. When the moneys in the Bond Fund shall be and remain sufficient to pay (1) the principal of the Bonds then outstanding, (2) interest on the Bonds until the next interest payment date, (3)the Trustee's fees and expenses and other administrative charges and (4) any arbitrage rebate due under Section 148(f) of the Code, there shall be no obligation to make any further payments into the Bond Fund and any Pledged Revenues remaining in the Bond Fund after the principal of, premium, if any, and interest on the Bonds have been paid may be used by the City for any lawful purpose for which Pledged Revenues may be used. Investments. (a) Moneys held for the credit of the Construction Fund shall be invested and reinvested at the direction of the City, and in the Trustee's discretion in the absence of any direct instruction from the City, in Permitted Investments or other investments from time to time permitted by State law which shall mature, or which shall be subject to redemption by the holder thereof, at the option of such holder, not later than.the date or dates when such money will be required for the purposes intended. (b) Moneys held for the credit of the Debt Service Reserve Account shall be invested and reinvested at the direction of the City, and in the Trustee's discretion in the absence of any direct instruction from the City', in Permitted Investments, which shall mature, or which shall be subject to redemption by the holder thereof, at the option of such holder, not later than seven(7)years after the date of investment or the final maturity date of the outstanding Bonds,whichever is earlier. (c) Moneys held for the credit of the Revenue Fund and the Bond Fund(other than the Debt Service Reserve Account) shall be invested and reinvested at the direction of the City, and in the Trustee's discretion in the absence of any direct instruction from the City, in Permitted Investments,which shall mature,or which shall be subject to redemption by the holder thereof at the option of the holder, not later than the date or dates on which the money shall be required for the payment of the principal of and interest on the Bonds when due. (d) Obligations purchased as an investment of any fund or account shall be deemed at all times a part of such fund. Any profit realized on investments of moneys in any fund shall be credited to said fund, and any loss resulting from an investment shall be charged to said fund. (e) "Permitted Investments" are defined as (i) direct or fully guaranteed obligations of the United States of America ("Government Securities"), (ii) direct obligations of an agency, instrumentality or government-sponsored enterprise created by an act of the United States Congress and authorized to issue securities or evidences of indebtedness, regardless of whether the securities or evidences of indebtedness are guaranteed for repayment by the United States Government, (iii) certificates of deposit or demand deposits of 12 banks, including the Trustee,which are insured by the Federal Deposit Insurance Corporation("FDIC")or, if in excess of insurance coverage, collateralized by Government Securities or other securities authorized by State law to secure public funds or (iv) money market funds invested exclusively in Government Securities and the obligations described in(ii) above. Certain Covenants. The City covenants that: (a) it will not take, suffer or permit any action which may cause the interest payable on the Bonds to be included in gross income for federal income tax purposes, including any use of proceeds of the sale of the Bonds or Pledged Revenues directly or indirectly in such manner as to cause the Bonds to be treated as"arbitrage bonds"within the meaning of Section 148 of the Code. (b) It will not use or permit the use of the Improvements or the proceeds of the Bonds in such manner as to cause the Bonds to be private activity bonds within the meaning of Section 141 of the Code. (c) It will faithfully and punctually perform all duties with reference to the Tax and the Bonds, required by the Constitution and laws of the State and by the Authorizing Ordinance, including the segregating of the Pledged Revenues and the applying of the Pledged Revenues as provided in the Authorizing Ordinance. (d) It will make any arbitrage rebate payment due the United States Treasury under Section 148(f) of the Code from moneys in the Bond Fund. Defaults and Remedies. If there be any default in the payment of the principal of and interest on the Bonds, or if the City defaults in the performance of any covenant contained in the Authorizing Ordinance, the Trustee may, and upon the written request of the owners of not less than 10% in principal amount of the Bonds then outstanding shall, by proper suit compel the performance of the duties of the officials of the City and officials of the State, under the Authorizing Ordinance, to take any action or obtain any proper relief in law or equity available under the Constitution and laws of the State. No owner of any Bond shall have any right to institute any suit,action,mandamus or other proceeding in equity or in law for the protection or enforcement of any right under the Authorizing Ordinance or under the Constitution and laws of the State unless such owner previously shall have given to the Trustee written notice of the default on account of which such suit, action or proceeding is to be taken, and unless the owners of not less than 10%in principal amount of the Bonds then outstanding shall have made written request of the Trustee after the right to exercise such powers or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers herein granted or granted by the Constitution and laws of the State, or to institute such action, suit or proceeding in its name, and unless, also, there shall have been offered to the Trustee reasonable security and indemnity against the cost, expense and liabilities to be incurred therein or thereby and the Trustee shall have refused or neglected to comply with such request within a reasonable time, and such notification, request and offer of indemnity are in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trust of the Authorizing Ordinance or to any other remedy thereunder. No one or more owners of the Bonds shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of the Authorizing Ordinance, or to enforce any right thereunder except in the manner therein provided,that all proceedings at law or in equity shall be instituted, had and maintained in the manner therein provided and for the benefit of all owners of the outstanding Bonds,and any individual rights of action or other right given to one or more of such owners by law are restricted by the Authorizing Ordinance to the rights and remedies therein detailed. All rights of action under the Authorizing Ordinance or under any of the Bonds secured thereby,enforceable by the Trustee, may be enforced by it without the possession of any of the Bonds, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name and for the benefit of all the owners of the Bonds, subject to the provisions of the Authorizing Ordinance. No remedy conferred upon or reserved to the Trustee or to the owners of the Bonds is intended to be exclusive of any other remedy or remedies. and each and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Authorizing Ordinance or given by any law or by the Constitution of the State. 13 No delay or omission of the Trustee or of any owners of the Bonds to exercise any right or power accrued upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy given by the Authorizing Ordinance to the Trustee and to the owners of the Bonds, respectively, may be exercised from time to time and as often as may be deemed expedient. The Trustee may, and upon the written request of the owners of not less than a majority in principal amount of the Bonds then outstanding shall, waive any default which shall have been remedied before the entry of final judgment or decree in any suit,action or proceeding instituted under the provision of the Authorizing Ordinance or before the completion of the enforcement of any other remedy, but no such waiver shall extend to or affect any other existing or any subsequent default or defaults or impair any rights or remedies consequent thereon. Defeasance. The Bonds shall be deemed paid when there has been deposited with the Trustee in the Bond Fund an amount sufficient to pay the principal or redemption price of and interest on the Bonds to the date of maturity or redemption. The Bonds shall also be deemed paid if there shall be irrevocably deposited with the Trustee(1) cash fully insured by the FDIC and/or fully collateralized with direct obligations of the United States of America ("Defeasance Securities")sufficient to make such payment and/or(2)Defeasance Securities(provided that such deposit will not affect the tax exempt status of the interest on any of the Bonds or cause any of the Bonds to be classified as "arbitrage bonds" within the meaning of Section 148 of the Code)maturing as to principal and interest in such amounts and at such times as will provide sufficient moneys to make such payments, and all necessary and proper fees, compensation and expenses of the Trustee with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. On the payment of any Bonds within the meaning of the Authorizing Ordinance,the Trustee shall hold in trust, for the benefit of the owners of such Bonds,all such moneys and/or Defeasance Securities. When all the Bonds shall have been paid within the meaning of the Authorizing Ordinance, if the Trustee has been paid its fees and expenses and if any arbitrage rebate due the United States Treasury under Section 148(f) of the Code has been paid or provided for to the satisfaction of the Trustee,the Trustee shall take all appropriate action to cause (i)the pledge and lien of the Authorizing Ordinance to be discharged and cancelled and (ii) all moneys held by it pursuant to the Authorizing Ordinance and which are not required for the payment of such Bonds,to be paid over or delivered to or at the direction of the City. Additional Bonds. The City covenants that it will not issue any bonds,or incur any obligation,secured by a lien on or pledge of the Pledged Revenues, except as hereinafter provided. The City may issue Additional Parity Bonds so long as the City has received Pledged Revenues for a twelve-month period that ends not less than 30 and not more than 90 days prior to the date that the Additional Parity Bonds are authorized by the City Council to be issued, in an amount equal to or in excess of 185%of the maximum annual debt service requirement for the Bonds, any outstanding Additional Parity Bonds and the Additional Parity Bonds proposed to be issued. The City may issue bonds or incur obligations secured by a lien on and pledge of Pledged Revenues subordinate to the lien and pledge in favor of the Bonds. The Trustee. The Trustee shall be responsible for the exercise of good faith and ordinary prudence in the execution of its trusts and duties. The recitals in the Authorizing Ordinance and in the Bonds are the recitals of the City and not of the Trustee. The Trustee shall not be required to take any action unless it shall have been requested to do so in writing by the owners of not less than 10% in principal amount of Bonds then outstanding and shall have been offered reasonable security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby. The Trustee may resign at any time by 60 days' notice in writing to the City and the owners of the Bonds, and the majority in principal amount of the owners of the outstanding Bonds or the City, so long as it is not in default under the Authorizing Ordinance, may at any time, with or without cause, remove the Trustee. In the event of a vacancy in the office of Trustee, either by resignation or by removal, the City shall forthwith designate a new Trustee. The Trustee and any successor Trustee, shall file a written acceptance and agreement to execute the trusts and duties imposed upon it by the Authorizing Ordinance, but only upon the terms and conditions set forth in the Authorizing Ordinance and subject to the provisions of the Authorizing Ordinance,to all of which the respective owners of the Bonds agree. Such written acceptance shall 14 be filed with the City, and a copy thereof shall be placed in the bond transcript. Any successor Trustee shall have all the powers herein granted to the original Trustee. Supplemental Ordinances. The terms of the Authorizing Ordinance constitute a contract between the City and the owners of the Bonds and no variation or change in the undertaking set forth in the Authorizing Ordinance shall be made while any of the Bonds are outstanding, except as hereinafter set forth. The Trustee may consent to any change without the consent of 75%of the owners of the aggregate principal amount of Bonds outstanding (i)that the Trustee determines is not to the material prejudice of the owners of the Bonds,(ii) in connection with the issuance of Additional Parity Bonds or(iii) in order to cure any ambiguity or formal defect or omission in the Authorizing Ordinance or any amendment thereto. The owners of not less than 75% in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, to consent to and approve the adoption by the City of a supplemental ordinance as shall be necessary or desirable for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the Authorizing Ordinance or in any supplemental ordinance, provided, however, that nothing therein contained shall permit or be construed as permitting (a) an extension of the maturity of the principal of or the interest on any Bond issued thereunder,or(b)a reduction in the principal amount of any Bond or the rate of interest thereon, or(c)the creation of a pledge of Pledged Revenues superior to the pledge created by the Authorizing Ordinance, or (d) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental ordinance. CONTINUING DISCLOSURE AGREEMENT Past Compliance. In the past five years, the City has been a party to certain continuing disclosure agreements in connection with three outstanding bond issues. The City has been obligated to file certain information with the Municipal Securities Rulemaking Board (the "MSRB") on its Electronic Municipal Market Access system ("EMMA")within the time periods set forth in the agreements. The City has reviewed its past compliance with such agreements. While the City has not made a determination as to materiality,the following constitutes a non- exhaustive summary of the City's review of compliance with continuing disclosure obligations over the past five years. One of the continuing disclosure agreements obligates the City to file the audited financial statements of the City (the "City Audit") and one continuing disclosure agreement obligates the City to file the audited financial statements of the City's municipal airport, which audited financial statements are part of the City Audit. The City Audit for the fiscal years ended December 31, 2018,2020 and 2021 have been timely filed.The City Audit for the fiscal year ended December 31, 2019 was filed 73 days late. The City Audit for the fiscal year ended December 31, 2022 is not yet available. Two continuing disclosure agreements require the City to file the audited financial statements of the City's water, sewer and electric system (the "System"). The audited financial statements of the System for the fiscal years ended December 31, 2020 and 2022 have been timely filed. The audited financial statements of the System for the fiscal years ended December 31, 2018, 2019 and 2021 were filed late (330 days late, 273 days late and 222 days late, respectively). One of the continuing disclosure agreements requires the City to disclose certain statistical information related to the System in annual reports that are filed with the MSRB. The annual reports for the fiscal years ended December 31, 2021 and 2022 were timely filed and included all of the required statistical information. No previous annual report was required to be filed. One of the continuing disclosure agreements requires the City to disclose certain statistical information related to the operation of its municipal airport.The annual reports for the fiscal years ended December 31,2018,2019, 2020, 2021 and 2022 were timely filed and included all of the required statistical information. One of the continuing disclosure agreements requires the City to disclose certain statistical information related to the City and the amount of franchise fee revenues received by the City. The annual report for the fiscal year ended December 31,2018 was timely filed and included all of the required statistical information.No subsequent annual report was required to be filed. 15 The City's continuing disclosure agreement also obligated the City to file a notice of the occurrence of any event listed in Securities and Exchange Commission, Rule 15c2-12(b)(5). All required notices of such events were timely filed in the past five years. Notices concerning the City's failure to comply with its continuing disclosure obligations as summarized above were not filed on EMMA. Set forth below is a summary of certain portions of the Continuing Disclosure Agreement. This summary does not purport to be comprehensive and reference is made to the full text of the Continuing Disclosure Agreement for a complete description of its provisions. Purpose of the Continuing Disclosure,Agreement. The Continuing Disclosure Agreement is executed and delivered by the City and the Trustee for the benefit of the Beneficial Owners of the Bonds and in order to assist the Underwriter in complying with the Securities and Exchange Commission, Rule 15c2-12(b)(5). Definitions. In addition to the definitions set forth in this Official Statement, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any annual report provided by the City pursuant to,and as described in,the Continuing Disclosure Agreement. "Beneficial Owner"of a Bond shall mean any person who has or shares the power,directly or indirectly, to make investment decisions concerning ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). "Dissemination Agent" shall mean the Trustee, acting in its capacity as Dissemination Agent, or any successor Dissemination Agent designated in writing by the City and which has filed with the Trustee a written acceptance of such designation. "EMMA" shall mean the Electronic Municipal Market Access system as described in 1934 Act Release No. 59062 and maintained by the MSRB for purposes of the Rule. "Financial Obligation" shall mean a (A) debt obligation; (B) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (C) guarantee of obligations described in(A) or(B). The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. "Listed Events" shall mean any of the events listed hereunder. "MSRB" shall mean the Municipal Securities Rulemaking Board. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. Provision of Annual Report. (a) The City shall, or shall cause the Dissemination Agent to, not later than one hundred eighty (180)days after the end of the City's fiscal year(presently December 31),commencing with the report after the end of the 2023 fiscal year,provide to the MSRB,through its continuing disclosure service portal provided through EMMA at http://www.emma.msrb.ora or any similar system acceptable to the Securities and Exchange Commission, an Annual Report which is consistent with the requirements of the Continuing Disclosure Agreement. The Annual Report shall be in electronic format as prescribed by the MSRB and shall 16 be accompanied by identifying information as prescribed by the MSRB. The Annual Report may be submitted as a single document or as separate documents comprising a package and may cross-reference other information as provided in the Continuing Disclosure Agreement; provided that the Financial Statements(as defined below) may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date,but, in such event,such Financial Statements shall be submitted within thirty (30) days after receipt thereof by the City. If the City's fiscal year changes, it shall give notice of such change in the manner as for a Listed Event. (b) Not later than fifteen (15) days prior to the date specified in subsection (a) for providing the Annual Report to the MSRB, the City shall provide the Annual Report to the Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent). If by such date, the Trustee has not received a copy of the Annual Report,the Trustee shall contact the City and the Dissemination Agent to determine if the City is in compliance with the first sentence of this subsection(b). (c) If the Trustee is unable to verify that an Annual Report (containing the information required in (a)under Content of Annual Report, below)has been provided to the MSRB by the date required in subsection (a), the Trustee shall send a notice to the MSRB. Content of Annual Report. The City's Annual Report shall contain or incorporate by reference the following: (a) Pledged Revenues for the latest calendar year and the four(4) previous years, if available. (b) The annual financial statements of the general fund of the City, which (i)need not be audited in accordance with auditing standards generally accepted in the United States of America, (ii) shall be prepared using accounting principles prescribed by Arkansas Code Annotated Section 10-4-412, as it may be amended from time to time,or any successor statute and(iii)shall be audited in accordance with,and as required by, State law(the "Financial Statements"). Any or all of the items above may be incorporated by reference from other documents, including official statements of debt issues of the City or related public entities, which are available to the public on the MSRB's website or filed with the Securities and Exchange Commission. The City shall clearly identify each such other document so incorporated by reference. Reporting of Listed Events. (a) This caption describes the giving of notices of the occurrence of any of the following events: 1. Principal and interest payment delinquencies. 2. Non-payment related defaults, if material. 3. Unscheduled draws on debt service reserves reflecting financial difficulties. 4. Unscheduled draws on credit enhancements reflecting financial difficulties. 5. Substitution of credit or liquidity providers, or their failure to perform. 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax-exempt status of the security. 7. Modifications to rights of security holders. if material. 8. Bond calls (excluding mandatory sinking fund redemptions), if material. 9. Defeasances and tender offers. 17 10. Release, substitution, or sale of property securing repayment of the securities, if material. 11. Rating changes. 12. Bankruptcy, insolvency, receivership or similar event of the City. 13. The consummation of a merger,consolidation or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such action or the termination of a definitive agreement relating to any such actions,other than pursuant to its terms, if material. 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material. 15. Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material. 16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. (b) After the occurrence of a Listed Event(excluding an event described in(a)8 above),the City shall promptly notify the Dissemination Agent(if other than the City) in writing. Such notice shall instruct the Dissemination Agent to report the occurrence. (c) After the occurrence of a Listed Event (excluding an event described in (a)8 above), whether by notice from the Trustee or otherwise, the City shall file (or shall cause the Dissemination Agent to file), in a timely manner not in excess of ten (10) business days after the occurrence of such Listed Event, a notice of such occurrence with the MSRB, through its continuing disclosure service portal provided through EMMA at http://www.emma.msrb.org or any other similar system that is acceptable to the Securities and Exchange Commission, with a copy to the Trustee(if the Trustee is not the Dissemination Agent). Each notice of the occurrence of a Listed Event shall be captioned "Notice of Listed Event" and shall be filed in electronic format as prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB. In the event of a Listed Event described in(a)8 above,the Trustee shall make a filing in a timely manner not in excess of ten (10)business days after the occurrence of such Listed Event. Termination of Reporting Obligation. The City's obligations under the Continuing Disclosure Agreement shall terminate upon the defeasance, prior redemption or payment in full of all the Bonds. Dissemination Agent. The City may, from time to time,appoint or engage a Dissemination Agent to assist it in carrying out its obligations under the Continuing Disclosure Agreement, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the City pursuant to the Continuing Disclosure Agreement. If at any time there is not any other designated Dissemination Agent, the Trustee shall be the Dissemination Agent. The initial Dissemination Agent shall be the Trustee. Amendment: Waiver. Notwithstanding any other provision of the Continuing Disclosure Agreement, the City and the Trustee may amend the Continuing Disclosure Agreement, and any provisions of the Continuing Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the requirements for providing an Annual Report, to the contents of the Annual Report or the reporting of Listed Events, it may only be made in connection with a change in circumstances that arises from a change in legal requirements.change in law,or change in the identity,nature or status of the City with respect to the Bonds, or the type of business conducted; 18 (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either(i) is approved by the Beneficial Owners of the Bonds in the same manner as provided in the Authorizing Ordinance for amendments to the Authorizing Ordinance with the consent of Beneficial Owners, or(ii) does not, in the opinion of the Trustee, materially impair the interests of the Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of the Continuing Disclosure Agreement, the City shall describe such amendment in the next Annual Report, and shall include, as applicable,a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i)notice of such change shall be given in the same manner as for a Listed Event,and(ii)the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Additional Information. Nothing in the Continuing Disclosure Agreement shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in the Continuing Disclosure Agreement or any other means of communication,or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by the Continuing Disclosure Agreement. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by the Continuing Disclosure Agreement, the City shall have no obligation under the Continuing Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Default. In the event of a failure of the City or the Trustee to comply with any provision of the Continuing Disclosure Agreement,the Trustee,the City or any Beneficial Owner may(and the Trustee,at the request of the Underwriter or the Beneficial Owners of at least 25%aggregate principal amount of outstanding Bonds, shall) take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the City or the Trustee, as the case may be, to comply with its obligations under the Continuing Disclosure Agreement. A default under the Continuing Disclosure Agreement shall not be deemed a default under the Authorizing Ordinance,and the sole remedy under the Continuing Disclosure Agreement in the event of any failure of the City or the Trustee to comply with the Continuing Disclosure Agreement shall be an action to compel performance. Duties of Trustee and Dissemination Agent and Right of Indemnity. The Dissemination Agent (if other than the Trustee)and the Trustee in its capacity as Dissemination Agent shall have only such duties as are specifically set forth in the Continuing Disclosure Agreement,and the City agrees to indemnify and save the Dissemination Agent and the Trustee, their officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of their powers and duties hereunder, including the costs and expenses (including attorney's fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's or the Trustee's gross negligence or willful misconduct. Beneficiaries. The Continuing Disclosure Agreement shall inure solely to the benefit of the City, the Trustee, the Dissemination Agent, the Underwriter and the Beneficial Owners and shall create no rights in any other person or entity. [Remainder of page intentionally left blank] 19 DEBT SERVICE COVERAGE Set forth below is debt service coverage information for the Bonds. In arriving at the estimate of annual Pledged Revenues for this calculation, the City examined Pledged Revenues for the twelve-month period ended September 30, 2023. Actual Pledged Receipts will depend upon,among other things,the level of casino gaming activity at Southland. The figure set forth below is only an estimate and there can be no assurance that actual Pledged Revenues will equal the estimate shown below. See THE TAX, Future Pledged Revenues. Based upon the pledge of 100%of estimated Pledged Revenues, debt service coverage is as follows: Estimated Pledged Revenues Available $10,571,003 for Debt Service(A) Maximum Annual Debt Service(B)(' 868,750 Debt Service Coverage(A/B) 12.17X (`Assuming an average coupon rate of 5%on the Bonds. DEBT SERVICE REQUIREMENTS The following table shows amounts required to pay scheduled principal and interest on the Bonds during each year: Bond Bond Total Year Principal* Interest Debt Service 2024 -- 2025 $ 415,000 2026 440,000 2027 460,000 2028 480,000 2029 505,000 2030 530,000 2031 560,000 2032 585,000 2033 615,000 2034 645,000 2035 680,000 2036 715,000 2037 750,000 2038 785,000 2039 825,000 Totals: $8,990,000 * Preliminary:subject to change. 20 LEGAL MATTERS Legal Proceedings. There is no litigation pending seeking to restrain or enjoin the Tax or the issuance or delivery of the Bonds,or questioning or affecting the legality of the Tax or Bonds or the proceedings and authority under which the Bonds are to be issued, or questioning the right of the City to adopt the Authorizing Ordinance or to issue the Bonds or the pledge of the Pledged Revenues by the City. Legal Opinions. Legal matters incident to the authorization and issuance of the Bonds are subject to the unqualified approving opinion of Friday, Eldredge&Clark, LLP, Little Rock,Arkansas, Bond Counsel. Tax Exemption. In the opinion of Friday,Eldredge&Clark, LLP,Bond Counsel,under existing law the interest on the Bonds is exempt from all Arkansas state, county and municipal taxes. Also, in the opinion of Bond Counsel, interest on the Bonds under existing law is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax; provided, however, that with respect to certain corporations, interest on the Bonds will be taken into account in determining annual adjusted financial statement income for the purpose of computing the federal alternative minimum tax. The opinions set forth in the preceding sentence are subject to the condition that the City comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be(or continue to be)excludable from gross income for federal income tax purposes. These requirements generally relate to arbitrage, the use of the proceeds of the Bonds and the Improvements. Failure to comply with certain of such requirements could cause the interest on the Bonds to be so included in gross income retroactive to the date of issuance of the Bonds. The City has covenanted to comply with all such requirements in the Authorizing Ordinance. Prospective purchasers of the Bonds should be aware that(i)with respect to insurance companies subject to the tax imposed by Section 831 of the Code, Section 832(b)(5)(B)(i) reduces the deduction for loss reserves by 15 percent of the sum of certain items, including interest on the Bonds, (ii) interest on the Bonds earned by certain foreign corporations doing business in the United States could be subject to a branch profits tax imposed by Section 884 of the Code, (iii) passive investment income including interest on the Bonds, may be subject to federal income taxation under Section 1375 of the Code for Subchapter S corporations that have Subchapter C earnings and profits at the close of the taxable year if greater than 25%of the gross receipts of such Subchapter S corporation is passive investment income and(iv) Section 86 of the Code requires recipients of certain Social Security and certain Railroad Retirement benefits to take into account in determining gross income, receipts or accruals of interest on the Bonds. Prospective purchasers of the Bonds should be further aware that Section 265 of the Code denies a deduction for interest on indebtedness incurred or continued to purchase or carry the Bonds or, in the case of a financial institution, that portion of a holder's interest expense allocated to interest on the Bonds, except with respect to certain financial institutions(within the meaning of Section 265(b)(5)of the Code). As shown on the front cover of this Official Statement,certain of the Bonds are being sold at an Original Issue Discount (collectively, the "Discount Bonds"). The difference between the initial public offering prices, as set forth on the cover page, of such Discount Bonds and their stated amounts to be paid at maturity constitutes original issue discount treated as interest which is excluded from gross income for federal income tax purposes, as described above. The amount of original issue discount which is treated as having accrued with respect to such Discount Bond is added to the cost basis ofthe owner in determining,for federal income tax purposes,gain or loss upon disposition of such Discount Bond (including its sale, redemption. or payment at maturity). Amounts received upon disposition of such Discount Bond which are attributable to accrued original issue discount will be treated as tax-exempt interest, rather than as taxable gain, for federal income tax purposes. Original issue discount is treated as compounding semiannually, at a rate determined by reference to the yield to maturity of each individual Discount Bond, on days which are determined by reference to the maturity date of such Discount Bond. The amount treated as original issue discount on such Discount Bond for a particular semiannual accrual period is equal to the product of(i)the yield of maturity for such Discount Bond(determined 21 by compounding at the close of each accrual period) and (ii) the amount which would have been the tax basis of such Discount Bond at the beginning of the particular accrual period if held by the original purchaser, less the amount of any interest payable for such Discount Bond during the accrual period. The tax basis is determined by adding to the initial public offering price on such Discount Bond the sum of the amounts which have been treated as original issue discount for such purposes during all prior periods. If such Discount Bond is sold between semiannual compounding dates, original issue discount which would have been accrued for that semiannual compounding period for federal income tax purposes is to be apportioned in equal amounts among the days in such compounding period. Owners of the Discount Bonds should consult their tax advisors with respect to the determination and treatment of original issue discount accrued as of any date and with respect to the state and local tax consequences of owning a Discount Bond. As shown on the cover page of this Official Statement, certain of the Bonds are being sold at an original issue premium (collectively, the "Premium Bonds"). An amount equal to the excess of the issue price of a Premium Bond over its stated redemption price at maturity constitutes premium on such Premium Bond. An initial purchaser of a Premium Bond must amortize any premium over such Premium Bond's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of a Premium Bond callable prior to its maturity, by amortizing the premium to the call date, based on the purchaser's yield to the call date and giving effect to the call premium).As premium is amortized,the amount of the amortization offsets a corresponding amount of interest for the period and the purchaser's basis in such Premium Bond is reduced by a corresponding amount resulting in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes upon a sale or disposition of such Premium Bond prior to its maturity. Even though the purchaser's basis may be reduced, no federal income tax deduction is allowed. Purchasers of a Premium Bond should consult with their tax advisors with respect to the determination and treatment of amortizable premium for federal income tax purposes and with respect to the state and local tax consequences of owning a Premium Bond. Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the Bonds to be subject, directly or indirectly, in whole or in part, to federal income taxation or otherwise prevent holders of the Bonds from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any legislative proposals or clarification of the Code or court decisions may affect, perhaps significantly, the market price for, or marketability of, the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any proposed or enacted federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion. It is not an event of default on the Bonds if legislation is enacted reducing or eliminating the exclusion of interest on state and local government bonds from gross income for federal or state income tax purposes. MISCELLANEOUS Underwriting. Under a Bond Purchase Agreement(the "Agreement")entered into by and between the City, as issuer, and Stephens Inc., as underwriter (the "Underwriter"), the Bonds are being purchased at a price of $ (principal amount $ of net original issue less$ of Underwriter's discount). The Agreement provides that the Underwriter will purchase all of the Bonds if any are purchased. The obligation of the Underwriter to accept delivery of the Bonds is subject to various conditions contained in the Agreement, including the absence of pending or threatened litigation questioning the validity of the Bonds or any proceedings in connection with the issuance thereof, and the absence of material adverse changes in the financial or business condition of the City. The Underwriter intends to offer the Bonds to the public initially at the offering prices set forth on the cover page of this Official Statement,which prices may subsequently change without any requirement of prior notice. The Underwriter reserves the right to join with dealers and other underwriters in offering the Bonds to the public. The Underwriter may offer and sell Bonds to certain dealers(including dealers depositing Bonds into investment trusts)at prices lower than the public offering price. The City has agreed to indemnify the Underwriter against certain civil liabilities in connection with the offering and sale of the Bonds, including certain liabilities under federal securities laws. Enforceability of Remedies. Rights of the registered owners of the Bonds and the enforceability of the remedies available under the Authorizing Ordinance may depend on judicial action and may be subject to the valid exercise of the constitutional powers of the United States of America and of the sovereign police powers of the State or other governmental units having jurisdiction, and to the application of federal bankruptcy laws or other debtor relief or moratorium laws in general. Therefore, enforcement of those remedies may be delayed or limited, or the remedies may be modified or unavailable, subject to the exercise of judicial discretion in accordance with general principles of equity. Bond Counsel expresses no opinion as to any effect upon any right, title, interest or relationship created by or arising under the Authorizing Ordinance resulting from the application of state or federal bankruptcy, insolvency, reorganization, moratorium or similar debtor relief laws affecting creditors' rights which are presently or may from time to time be in effect. Rating.Moody's Investors Service Inc.("Moody's")has assigned a rating of"A3"to the Bonds. Any explanation of such rating may only be obtained from Moody's. Generally, rating agencies base their ratings upon information and materials supplied to them and on their own investigations, studies and assumptions. There is no assurance that such rating, once assigned, will remain for any given period of time or that it will not be lowered or withdrawn entirely by the rating agency if in its judgment circumstances so warrant. Any such downward change or withdrawal of the rating assigned to the Bonds by Moody's may have an adverse effect on the market price of the Bonds. Neither the Underwriter nor the City have undertaken any responsibility after issuance of the Bonds to assure the maintenance of the rating or to oppose any such revision or withdrawal. Information in Official Statement. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any ofthe estimates will be realized. This Official Statement is not to be construed as a contract or agreement between the City and the purchasers or owners of any of the Bonds. The information contained in this Official Statement has been taken from sources considered to be reliable, but is not guaranteed. To the best of the knowledge of the undersigned the Official Statement does not include any untrue statement of a material fact, nor does it omit the statement of any material fact required to be stated therein,or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The execution of this Official Statement has been duly authorized by the City. CITY OF WEST MEMPHIS, ARKANSAS By •-7 4. c Ma or Dated: As of the Cover Page hereof. 73 AFFP 6x21-2393-Ord. No. 2649 (pg. 1 Affidavit of Publication STATE OF AR} SS COUNTY OF CRITTENDEN} Reece Terry, being duly sworn, says: That he is Publisher of the Evening Times, a weekly newspaper of general circulation, printed and published in Marion, Crittenden County, AR;that the publication, a copy of which is attached hereto,was published in the said newspaper on the following dates: October 25, 2023 Publisher's Fee: $891.00 That said newspaper was regularly issued and circulated on those dates. SIGNED: alt..601er Subscribed to and sworn to me this 25th day of October 2023. C:20144 .0._1 )4LLIZ Teresa Smith, Notary Public 06/20/2022 •*' NOTA4 .� • . 00009340 70805144 ID No PUBLIC Commission Expires June 15,2024 • City of West Memphis(City Clerk) (ET) P.O. Box 1728 WEST MEMPHIS, AR 72303 AFFP 6x5.75-2393-Ord. No. 2649(pg.2 Affidavit of Publication STATE OF AR} SS COUNTY OF CRITTENDEN} Reece Terry, being duly sworn, says: That he is Publisher of the Evening Times, a weekly newspaper of general circulation, printed and published in Marion, Crittenden County, AR;that the publication, a copy of which is attached hereto, was published in the said newspaper on the following dates: October 25, 2023 Publisher's Fee: $241.50 That said newspaper was regularly issued and circulated on those dates. SIGNED: aoadar. Subscribed to and sworn to me this 25th day of October 2023. c72,14.Leige,.." lef"huiz Teresa Smith, Notary Public 06/20/2022 •*• NOTARY PUBLIC *- ID No.190544 Commission Expires 00009340 70805682 June 2024 .q(cPP C`) `\••• City of West Memphis(City Clerk) (ET) P.O. Box 1728 WEST MEMPHIS,AR 72303 i p a l Es. 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