95 STAT. 656
"Profitable earner.
PUBLIC LAW 97-35—AUG. 13, 1981 during the period beginning June 1, 1983, and ending October 31, 1983. "(2) As used in this subsection, 'profitable carrier* means a carrier that generates sufficient revenues to meet its expenses, including reasonable maintenance of necessary equipment and facilities, and would have been able to borrow capital in the private market sufficient to meet all its capital needs. For the purpose of making such determination the USRA Board shall assume that the interest of the United States in any debt or preferred stock of the Corporation has been limited as required under section 402 of this Act. "(3)(A) If the USRA Board determines under paragraph (1) of this subsection that the Corporation has been a profitable carrier, the Secretary shall continue to attempt to sell the interest of the United States in the common stock of the Corporation under section 401 of this Act. "(B) If the USRA Board determines under paragraph (1) of this subsection that the Corporation has not been a profitable carrier, the Secretary shall initiate discussions and negotiations under section 405 of this Act for the transfer of the Corporation's freight rail properties and service responsibilities. "FAILURE TO SELL AS ENTITY
45 USC 764.
"SEC. 404. (a) NOTIFICATION.—After June 1, 1984, the Secretary may notify the USRA Board that he has determined that he is unable to sell the interest of the United States in the common stock of the Corporation under section 401 of this Act. The USRA Board shall approve or disapprove such determination within 15 days after the date of such notification. "(b) USRA BOARD APPROVAL.—(1) If the USRA Board approves any determination of the Secretary of which it is notified under subsection (a)(2), the employees of the Corporation may, within 90 days after the date of the Secretary's determination was submitted to the USRA Board, submit to the Secretary a plan for the purchase of the common stock of the Corporation. "(2) The Secretary shall approve any plan submitted under paragraph (1) of this subsection if, taking into account any consideration to be received by the Corporation from any sale of debt instruments or newly issued common stock as part of the purchase transaction, the Corporation's earnings and earnings prospects are sufficient to meet its operating and capital requirements and permit it adequate access to the private capital markets for any additional capital it may require, so that the Corporation will not require further Federal financial assistance. The Secretary shall consider whether the plan ensures continued rail service and maximizes the return to the United States on its investment. "(3) If the Secretary does not approve the plan submitted under paragraph (1) of this subsection the Secretary shall initiate discussions and negotiations under section 405 of this Act for the transfer of the Corporation's freight rail properties and service responsibilities. "(c) USRA BOARD DISAPPROVAL.—(1) If the USRA Board disapproves any determination of the Secretary it is notified of under subsection (a), the Secretary shall continue to attempt to sell the interest of the United States in the common stock of the Corporation. "(2) The Secretary may notify the USRA Board that he has determined that he is unable to sell the interest of the United States in the common stock of the Corporation each 90 days thereafter, and
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