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The Bonds are issuable only as fully registered bonds, without coupons, in the denomination of $5,000 or integral multiple thereof. Interest is payable March 1, 2013, and semiannually thereafter on each March 1 and September 1. Principal is payable at the principal office of The Citizens Bank, Batesville, Arkansas, as trustee and paying agent for the Bonds (the "Trustee"). Interest is payable by check mailed by the Trustee 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, Generallv. The Bonds are subject to extraordinary redemption from proceeds of the Bonds not needed for the purposes intended and from Surplus Bond Tax Receipts (as hereinafter defined). The Bonds are also subject to optional redemption on and after September 1, 2021. The Bonds maturing on September 1 in the years 2035* and 2037* are subject to mandatory sinking fund redemption as described herein. The Trustee shall give at least thirty(30) days notice of redemption. See THE BONDS,Redemption. 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 imposed on individuals and corporations, (iii) with respect to corporations, interest on the Bonds will be taken into account in determining adjusted current earnings for the purpose of computing the federal alternative minimum tax and (iv) 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 July 31, 2012, through the facilities of the Depository Trust Company in New York,New York. The City and the Trustee have entered 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 Crews & Associates, Inc., First Security Center, 521 President Clinton Avenue, Suite 900, Little Rock, Arkansas 72201, Attention: Public Finance. THE BONDS Book-Entry Onl} 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 • Preliminary; subject to change. 2