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$27,829,500 NEW YORK WORLD'S FAIR 1939 INCORPORATED Four Percent Debentures Due January 1, 1941 Interest payable January 1 and July 1 in New York City Authorized: $30,000,000 __________ Fully registered Debentures in Denominations of $100, $500, $1,000 and $10,000 Redeemable, at the option of the Fair Corporation and on thirty days' notice, as a whole at par and accrued interest, or in part pro rata. Trustee: MANUFACTURERS TRUST COMPANY Authenticating Agent: THE MARINE MIDLAND TRUST COMPANY OF NEW YORK __________ The Indenture under which the Debentures are issued provides that the Fair Corporation shall pay to the Trustee daily, forty per cent of the gate receipts received by the Fair Corporation on and after April 30, 1939. The Trustee shall deposit the first $100,000 so received with the Comptroller of the City of New York to take the place of $100,000 principal amount of the Four Per Cent Debentures which shall theretofore have been deposited by the Fair Corporation with the Comptroller as a guarantee of the proper performance by the Fair Corporation of its obligations under the lease of the Fair site from the City of New York. The remainder shall be held in trust by the Trustee for the owners of the Four Per Cent Debentures in accordance with the terms of the Indenture. The Fair Corporation at its option may require the Trustee to apply trust funds to the partial pro rata redemption of the Debentures prior to maturity. With the written consent of a majority in principal amount of the Debentures at any one time outstanding (not including for any purpose any Debentures owned by the Fair Corporation or held by the Comptroller of the City of New York as security under the aforementioned lease of the Fair site) the provisions of all the Debentures or the Indenture may be changed, eliminated, modified, or amended from time to time in any respect whatsoever. This issue has not been registered under the Federal Securities Act of 1933, as amended, since in the opinion of counsel for the Fair Corporation the Four Per Cent Debentures are exempt from such registration within the provisions of Section 3 (a) (4) of said Act. Legal matters are subject to the approval of Messrs. Lord, Day & Lord, counsel for the Fair Corporation. A legal opinion with respect to the proposed Four Per Cent Debentures has been give by Messrs. Davis, Polk, Wardwell, Gardiner & Reed, and copies thereof may be obtained from the Fair Corporation upon request. PRICE....PAR AND ACCRUED INTEREST Debentures will be sold through a subscription agreement providing for payment either (a) as a whole on or before Jan. 1, 1937, or (b) in partial amounts as follows: ten per cent on or before Jan. 1, 1937; twenty per cent on May 1, 1937; twenty per cent October 1, 1937; twenty per cent April 1, 1938; twenty per cent July 1, 1938 and ten per cent October 1, 1938. NO COMMISSIONS WILL BE PAID TO DEALERS OR SALESMEN IN CONNECTION WITH THE SALE OF THIS ISSUE NEW YORK WORLD'S FAIR 1939 Incorporated Empire State Building, New York City November 23, 1936.
Text describing Debentures is written in two columns, justified.
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