The Code of Federal Regulations of the United States of America

(i) Exhibit 9. A statement showing the applicant's comparative balance sheet as of the most recently completed quarter and for each of the five 12month periods preceding the quarter in which the application is filed, in the form and detail required by the Commission's annual report Form R-1 or C, as appropriate, schedules 200A and 200L. If the applicant's reports to its stockholders include a consolidated

balance sheet for more than one railroad that differs from the returns in the balance sheet schedules of its annual reports to the Commission, there must be a reference to the sections of the stockholders' reports that include the consolidated balance sheets.

(j) Exhibit 10. To be filed only with the original copy of the application. A copy of the applicant's reports to its stockholders for each of the three years preceding the year in which the application is filed, including quarterly reports, if any.

(k) Exhibit 11. A comparative income statement for each of the twelve months preceding the month in which the application is filed, with cumulative data to the latest month shown, which may not be earlier than the second month preceding the month in which the application is filed, compared with the same month of each of the two years preceding the twelvemonth period up to the time in which the application is filed. The statement must be in account form the same as or similar to that required in column (a) of schedule 300 of the Commission's annual report Form R-1, or columns (a) and (c) of schedule 1801 of annual report Form C, as appropriate.

(1) Exhibit 12. A comparative income statement showing data for each of the five twelve-month periods preceding the periods in which the application is filed, in account form and detail the same as or similar to the statement required for Exhibit 11.

(m) Exhibit 13. A pro forma income statement for each of the three twelve-month periods following the month in which the application is filed, both before and after giving effect to the proceeds of the proposed loan, in account form and detail the same as or similar to the statement re

quired for Exhibit 11; together with a statement setting forth the basis for the estimates.

(n) Exhibit 14. A statement showing the actual cash balance at the beginning of each month and the actual cash receipts as disbursements for each month of the twelve-month period preceding the month in which the application is made to the date of the latest balance sheet furnished in Exhibit 8 together with a monthly forecast both before and after giving effect to the use of the proceeds from the proposed loan for the remaining months of that year and the following year.

(0) Exhibit 15. A statement showing for each month, to the latest available month, of the twelve-month period preceding the month in which the application is filed compared with the same month of each of the two preceding years

(1) The number of tons of revenue freight carried;

(2) The number of revenue ton miles;

(3) The amount of freight revenues (account 101);

(4) The number of passengers carried;

(5) The number of passenger miles; (6) The amount of passenger revenues (account 102); and

(7) Information, on an estimated basis, as to the matters covered by paragraphs (o) (1) through (6) of this section, for each of the 24 months subsequent to the month in which the application is filed, both before and after giving effect to the use of proceeds from the proposed loan.

(p) Exhibit 16. A statement of sources and application of funds, in the form and detail required by the Commission's annual report Form R1, schedule 397, for each of three twelve-month periods preceding the month in which the application is filed, and on an estimated basis for the year in which it is filed and the following three twelve-month periods (both before and after giving effect to the use of the proceeds from the proposed loan).

(q) Exhibit 17. A general statement setting forth the information as to estimated prospective earnings and

other funds that applicant will rely on to repay the loan.

(r) Exhibit 18. Specimens, or forms if specimens are not available, of all securities to be pledged or otherwise issued in connection with the proposed loan. In the case of an issue of bonds, a copy of the mortgage or indenture by which the bonds would be secured.

(s) Exhibit 19. A full and detailed statement, accompanied by appropriate financial data, as to

(1) The purposes for which the proceeds of the loan will be used, such as the purchase of equipment or other property; the construction or improvement of facilities; the refinancing of existing obligations; general working capital, etc.; and

(2) Any other matters pertaining to the use of the proceeds of the loans not covered by paragraph (s)(1) of this section.

(Name of officer) certifies that he is the (Title of officer) of the (Name of applicant); that he has 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 part, by mail, or in person, with the Association at its office in Room 2222, Transpoint Building, 2100 Second Street, SW., Washington, D.C. 20595. Signatures on copies may be stamped or typed thereon.

§ 921.112 Form and content of application by solvent railroads.

Each application by a solvent railroad for a loan 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;

(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) A description of the security proposed for the loan, including the applicant's opinion of the value of the collateral and the basis for that opinion; in order to conclude that there is reasonable assurance that the applicant will repay the loan in the time period for which it is requested;

(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 comprehensive statement justifying a government loan to the applicant including copies of correspondence from not less than three appropriate lending institutions or security underwriters to which applicant has applied for financing the subjects covered by the loan application being made under this subpart, showing that they have declined to furnish that financing;

(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.

§ 921.113 Exhibits to be filed with application by a solvent railroad.

Each solvent railroad which applies for a loan under this subpart shall file a copy of each of the following exhibits with its original application 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 board of directors 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 executive officer 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 person 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;

that the obligation will constitute the valid and subsisting obligation of the applicant; and that the collateral offered is valid and will constitute a lien. (d) Exhibit 4. A map of the applicant's existing railroad, and a map and 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 copy of each annual report submitted to the I.C.C., S.E.C. and to stockholders for the most recent five fiscal years immediately preceding the submission of the loan application, and all interim financial statements filed with these parties for the most recent twelve-month period immediately preceding the submission of such application, with comparison to the previous year.

(h) Exhibit 8. Projected financial statements including an income statement, balance sheet and sources and application of funds for three fiscal years immediately subsequent to the date of submission of the loan application and the current fiscal year.

Subpart C-Loans to State, Local, or Regional Transportation Authorities [Reserved]

Subpart D-Loans to Railroads Con

necting With a Railroad in Reorganization

§ 921.301 Execution and filing of applications.

(a) The original copy of each application for a loan under this subpart must be signed by the chief officer of

he is the

(Name of officer) certifies that (title of officer) of the (name of applicant) that he has 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 Sub-Part, by mail, or in person, with the Association at its office in Room 2222, Transpoint Building, 2100 Second Street SW, Washington, D.C. 20595. Signature on copies may be stamped or typed thereon.

[39 FR 26909, July 24, 1974, as amended at 40 FR 23762, June 2, 1975]

§ 921.302 Form and content of application.

Each application for a loan 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;

(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) A description of the security proposed for the loan, including the applicant's opinion of the value of the collateral and the basis for that opinion;

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

(6) A summary statement as to how the loan would enable the applicant to avoid reorganization proceedings under section 77 of the Bankruptcy Act; and

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

(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.

§ 921.303 Exhibits to be filed with application.

Each applicant for a loan under this subpart shall file a copy of each of the following exhibits with its original apeach plication and 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 board of directors authorizing the proposed loan;

(2) If the applicant's charter or articles of incorporation requires approval of the proposed loan by its stockhold

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