(b) In a case where minutes are used, the minutes will fully and clearly describe all matters discussed and a full and accurate summary of the actions taken, with the reasons therefor, including a description of each view expressed on any item and a record of each rollcall vote, reflecting the vote of each member. The minutes shall identify all documents considered in connection with any action.

§ 903.16 Availability of records to the public.

(a) The Association will promptly make available to the public, the transcript, recording, or minutes of each closed meeting, portion of a meeting, or series of meetings, except for information that may be withheld under § 903.7(a), at the actual cost of the duplication or transcription.

(b) The nonexempt parts of transcripts, recordings or minutes are retained in the custody of the Secretary of the Association. Facilities are available for the review of those records.

(c) Each request for copy of a nonexempt part of a transcript, recording or minutes must be made to the Secretary of the Association, Room 2212, 2100 2nd Street, SW., Washington, D.C. 20595. The request must:

(1) Identify the record sought; and (2) Include a statement that the costs involved will be accepted by the requester or set forth the amount up to which the requester will accept the costs.

PART 905-PUBLIC ATTENDANCE AT MEETINGS OF THE FINANCE COMMITTEE OF THE BOARD OF DIRECTORS OF THE UNITED STATES RAILWAY ASSOCIATION

Sec.

905.1 Purpose and scope. 905.2 Definitions.

905.3 Applicability of Part 903.

AUTHORITY: Subsection 201(i) of the Regional Rail Reorganization Act of 1973, as amended (45 U.S.C. 711(i)).

SOURCE: 42 FR 16148, Mar. 25, 1977, unless otherwise noted.

§ 905.1 Purpose and scope.

This part sets forth the circumstances under which meetings of the

Finance Committee of the Board of Directors of the Association will be open to public observation, the manner in which information pertaining to those meetings shall be disclosed to the public, and the procedures which must be followed to properly close a meeting, or portions thereof, to the public.

§ 905.2 Definitions.

Unless otherwise required by the context, the following definitions apply in this part:

(a) "Act" means the Regional Rail Reorganization Act of 1973, as amended, 45 U.S.C. 701 et seq.

(b) "Association" means the United States Railway Association.

(c) "Board of Directors" means the Board of Directors of the Association, established by section 201(d) of the Act, 45 U.S.C. 711(d).

(d) "Finance Committee” means the Finance Committee of the Board of Directors of the Association, established by section 201(i) of the Act, 45 U.S.C. 711(i), and shall be deemed to be included in any reference to the Association or to the Board of Directors in Part 903 of this chapter.

(e) “Secretary of the Association” means the Secretary of the Finance Committee of his duly authorized representative.

§ 905.3 Applicability of Part 903.

(a) The provisions of Part 903 of this chapter, which is hereby incorporated herein by reference except as provided below, shall govern the circumstances under which meetings of the Finance Committee will be open to public observation, the manner in which information pertaining to those meetings shall be disclosed to the public, and the procedures which must be followed to properly close a meeting, or portions thereof, to the public.

(1) The definitions set forth in § 905.2 of this part shall be applied to the extent that they differ with § 903.2 of Part 903 of this chapter.

(2) The certification of counsel required under § 903.9 of Part 903 of this chapter may be given by any legal counsel duly authorized by the Fi

Act, section 77, or other bankruptcy proceeding.

"Solvent railroad" means a railroad other than a railroad in reorganization or a railroad in bankruptcy.

(2) To a State, local, or regional transportation authority, for the purposes of acquiring or modernizing rail properties that authority has offered to purchase, pursuant to section 403 of the Act; and

(3) To provide assistance to any railroad that connects with a railroad in reorganization and that is in need of financial assistance to avoid reorganization proceedings under section 77 of the Bankruptcy Act (11 U.S.C. 205).

(b) This part sets forth the procedures for applications for the loans described in paragraph (a) of this section.

[39 FR 26909, July 24, 1974, as amended at 40 FR 23759, June 2, 1975]

§ 921.2 Definitions.

Unless otherwise required by the context, the following definitions apply in this part:

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'Act" means the Regional Rail Reorganization Act of 1973, Pub. L. 93236, 87 Stat. 985.

"Association" means the United States Railway Association.

"Commission" means the Interstate Commerce Commission.

"Railroad in reorganization” means a railroad that is subject to a bankruptcy proceeding and that has not been determined by a court to be reorganizable or not subject to the Act as prescribed in section 207(b) of the Act. For the purposes of this definition, a "bankruptcy proceeding" includes a proceeding pursuant to section 77 of the Bankruptcy Act (11 U.S.C. 205) and an equity receivership or equivalent proceeding.

§ 921.3 Publication of notice of application.

Within 15 days after receiving a completed application for a loan under this part, the Association will publish, in the FEDERAL REGISTER, a notice of the receipt of that application and will afford interested persons an opportunity to comment thereon.

§ 921.4 Additional requirements.

Additional requirements for applications for each of the three kinds of loans described in § 921.1 are set forth in Subparts B, C, and D of this part.

Subpart B-Loans to Railroads To Achieve Goals of the Act

AUTHORITY: Secs. 202, 211, Regional Rail Reorganization Act of 1973, Pub. L. 93-236, 87 Stat. 988, 1001.

SOURCE: 40 FR 23759, June 2, 1975, unless otherwise noted.

§ 921.101

Execution and filing of applications by railroads in bankruptcy. (a) The original copy of each application for a loan under this subpart by a railroad in bankruptcy must be signed by the Trustee in bankruptcy of the applicant, or another officer specifically designated by the presiding judge retaining jurisdiction over the subject railroad in bankruptcy for that purpose, and must be dated as of the date of that signature. Each person signing an application shall execute and attach to the application a certificate in the following form:

(Name of officer or Trustee) cer(Title) of

tifies that he is the the (Name of applicant); that he is authorized on behalf of the applicant and with authority of the presiding judge to sign and file with the United States Railway Association the attached application for a loan to be treated as an expense of administration; that he has examined all of the statements in the application and exhibits; and that he has knowledge of the statements and matters set forth in the application and exhibits and that they are true and correct to the best of his knowledge, information, and belief.

supervision over the books of account and the other financial records of the applicant named in the attached application and has control over the manner in which they are kept; that those accounts and records are maintained in good faith in accordance with generally accepted accounting procedures consistently applied; that he has examined the financial statements and supporting schedule included in that application and that to the best of his knowledge, information, and belief those statements and schedules accurately reflect the accounts of the applicant as stated in its books of account; and that other than the matters specifically set forth as exceptions, those statements and schedules represent a true and complete statement of the applicant's financial position, and that there are no undisclosed assets, liabilities, commitments of any kind, litigation, contingent agreements, or other contingent transactions that might materially affect the applicant's financial position.

(Date)

(Signature)

(c) The applicant shall file the original and ten copies of each application, certificate, and exhibit required by this subpart, by mail, or in person, with the Association at its office in Room 2222, Transpoint Building, 2100 Second Street, Southwest, Washington, D.C. 20595. Signature on copies may be stamped or typed thereon.

§ 921.102 Form and content of application by a railroad in bankruptcy.

Each application for a loan by a railroad in bankruptcy under this subpart must contain:

(a) The full name and legal address of the applicant;

(b) The date and place of applicant's incorporation, or if not incorporated, the date and place of its organization and a full description of its organization;

(c) The name, title, and address of the person to whom correspondence regarding the application should be sent;

(d) A description of the loan requested and its purposes, including a statement of:

(1) The total amount of the loan; (2) The maturity date;

(3) The applicant's commitment regarding the priority repayment of the proposed loan in the context of all of the applicant's outstanding obligations.

(4) The date or dates on which the applicant wants the proceeds of the loan to become available;

(5) The applicant's estimated total expenses in connection with the loan, including details as to expenses estimated for legal, accounting, and engineering services; printing and engraving; State, local, and Federal taxes; and commissions and discounts;

(6) A complete statement of the applicant's current status in the bankruptcy proceedings, a financial history of the company since commencing such proceedings, including a detailed description of all obligations incurred.

(7) Any other information that the Association may request at the time of the application or during the course of processing the application.

(e) A statement by the applicant that it has attempted to obtain a loan for the purposes stated in paragraph (d) of this section, but has not been able to obtain a loan for those purposes upon reasonable terms;

(f) A description of the applicant's efforts to obtain the needed financing from other sources and the results of those efforts; and

(g) A summary statement of the applicant's financial obligations to, and claims against, the United States, if any, as of the date of the application, or latest available date, listed as to

(1) Balance remaining on any direct loans;

(2) Balance remaining on each loan under which the United States is a guarantor;

(3) The status of each claim in litigation; and

(4) Each other debit or credit existing between the applicant and the United States, and the department or agency of the United States involved therein.

§ 921.103 Exhibits to be filed with application of a railroad in bankruptcy.

Each railroad in bankruptcy which applies for a loan under this subpart shall file a copy of each of the following exhibits with its original applica

tion and each copy thereof, except as otherwise specifically provided.

(a) Exhibit 1. To be filed only with the original application. A copy of the applicant's charter or articles of incorporation, as amended to the date of the application, certified by the appropriate public officer, and a copy of its by-laws as amended to the date of application. If the applicant is not a corporation, it must furnish a copy of its articles of agreement or association, or other appropriate document.

(b) Exhibit 2. A copy of:

(1) The resolution of the applicant's Trustees in bankruptcy authorizing the proposed loan and the assent to such resolution by the presiding judge retaining jurisdiction over the subject railroad in bankruptcy authorizing the proposed loan;

(2) If the applicant's charter or articles of incorporation requires approval of the proposed loan by its stockholders, a copy of the resolution of the stockholders authorizing the loan and a transcript of the stockholders' meeting at which the resolution was adopted showing the number of shares voted for and against the resolution;

(3) A copy of the resolution of the stockholders or directors, or authorized committee thereof, authenticated by the appropriate officer of the applicant, designating by name and for that purpose the trustees in bankruptcy by whom the application is signed, verified, and filed on behalf of the applicant; and

(4) If the applicant is not a corporation, documentary evidence showing authorization for the proposed loan and designation of the trustees in bankruptcy signing, verifying, and filing the application on behalf of the applicant.

(c) Exhibit 3. A preliminary opinion of counsel that he is familiar with the corporate or other organization authority of the applicant, that the applicant is authorized to make the application; that proper corporate or other organizational action has been taken and the obligation executed; and that the obligation will constitute the valid and subsisting obligation of the applicant.

(d) Exhibit 4. A map of the applicant's existing railroad, and a map and

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profile of any line or lines to be constructed with the proceeds of the loan. (e) Exhibit 5. A statement of:

(1) The total miles of line owned by the applicant;

(2) The total miles of line operated by the applicant;

(3) The number of units of locomotives, freight cars, and passenger cars owned or leased by the applicant;

(4) The principal commodities carried by the applicant; and

(5) The 10 most important industries served by the applicant.

(f) Exhibit 6. A statement as to whether any railroad affiliated with the applicant has applied for or received a loan under this Part, and full details concerning any loan so received.

(g) Exhibit 7. A statement of total dividends declared and paid for each of the 10 years preceding the year in which the application is filed, and for each month of the year in which it is filed.

(h) Exhibit 8. A copy of the applicant's general balance sheet as of the latest available date, but not earlier than the end of the second month preceding the month in which the application is filed, in the form and detail required by schedules 200A and 200L of the Commission's annual report Forms R-1 or C, as appropriate, together with the following additional supporting schedules:

(1) The particulars of loans and notes receivable, in the form and detail required by the Commission's annual report Form R-1, for Class I railroads, and similar detail for each item of that kind in excess of $25,000 for a Class II railroad.

(2) The particulars of investments in other companies, in the form and detail required by schedules 205 and 206 of the Commission's annual report Form R-1, or schedules 1001 and 1002 of annual report Form C, as appropriate.

(3) The particulars of the balance in account 743, Other Deferred Charges, in the form and detail required by the Commission's annual report, Form R1, schedule 217, or schedule 1703 of annual report Form C, as appropriate.

(4) The particulars of loans and notes payable, in the form and detail

required by schedule 223 of the Commission's annual report Form R-1, or schedule 1701 of annual report Form C, as appropriate, and full information as to bank loans, including the name of the bank, the date and amount of the original loan, the current balance, the maturity dates, the rates of interest, and the security, if any.

(5) The particulars of long-term debt, in the form and detail required in schedules 218 and 219 of the Commission's annual report Form R-1, or schedules 670, 695, 901, 902, and 1702 of annual report Form C, as appropriate, together with a list of mortgages, pledges, and other liens, including a brief statement concerning each of them showing the property or securities that are encumbered, the mortgage limit per mile, if any, priorities, and type of debt such as "open", ‘closed”, or “open end”.

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(6) The particulars of the balance in account 784, Other Deferred Credits, in the form and detail required in schedule 225 of the Commission's annual report Form R-1, or schedule 1704 of annual report Form C, as appropriate.

(7) The particulars as to contingent assets and liabilities, in the form and detail required in schedule 233 of the Commission's annual report Form R-1 for Class I railroads, and similar information, in the same form and detail, for a Class II railroad.

(8) The particulars as to any longterm leases of equipment or other property, and as to any other items of indebtedness, that are not specifically set out on the applicant's general balance sheet, for the same time periods as are covered by the general balance sheet required to be in this exhibit.

(9) The particulars as to guaranties and suretyships, in the form and detail required in schedule 110 of the Commission's annual report Form R-1 for Class I railroads, and similar information, in the same form and detail, for a Class II railroad.

(10) The particulars as to capital stock, in the same form and detail required in schedules 228, 229, and 230 of the Commission's annual report Form R-1, or schedule 690 in annual report Form C, as appropriate.