=============
Page 1 of 2
=============
Reporting Burden ~K C.t
Public reporting burden i,.r th,>.oilcr:i, n i tiww,i t,,:' -1.,
response. including the time for re,: ien',:,6' uuuna~:,n,. ~w:u snits >:: _ :i_ t:: =n ere>. _:r.hrnn nr,i us' .\ppnrval expires.lunv.l0. 199
the data needed. and iomolw[ine and rr,-ie, 'he 041--ioni an,r:u.,ts o. fend :aauurnts rrg:r. 'th:s
burden estimate, including suggestions for re g ti,i, burdru. i., ~rrr.,art'. Beard ,f I  ,-ernn, it tit .,:end -
Reserve System. 20th and C Streets. N.R'.IBoenul_ton. D.C. 'U.i31::1:01 to t`e I Iffirc \lanaermcnt and Bud;rt.
Paperwork Reduction Project (-100-0I151.Washm_v,n. D.L'. 2d ::I
  Board of Governors of the Federal Reserve System
Statement of purpose for an Extension of Credit
Secured by Margin Stock
  NATIONSBAi,TK OF TEXAS, N.A.
  Nam e'a Bank
(Federal Reserve Form U-9 )
This form is required by laic (15 U.S.C. -.S,- and "8tr: 12 CFR 221).
Instructions
1. This form must be completed when a bank extends credit in excess of
  S100.000 secured directly or indirectly, in whole or in pan. by any mar-
gin stock.
2. The term 'margin stock ' is defined in Regulation L'(12 CFR 221) and
includes, principally: (1) stocks that are registered on a national secur-
ities exchange or that are on the Federal Reserve Board's List of
Marginable OTC Stocks; (2) debt securities (bonds) that are convertible
into margin stocks: (3) any over-the-counter security designated as qual-
ified for trading in the National Market System under a designation
plan approved by the Securities and Exchange Commission (NMS se-
curity): and (4) shares of mutual funds. unless 95 per cent of the assets
of the fund are continuously invested in U.S. government. agency. state.
or municipal obligations.
Please print or type (if space is inadequate, attach separate sheet).
Part 1. To be completed by borrower(s).
  $30,000,000.00 Revolving Loan
1. What is the amount of the credit being extended".
2. Will any part of this credit be used to purchase or carry margin stock? 0 Yes M No
If the answer is 'no," describe the specific purpose ofthe credit. Business, commercial, investment or similar
purposes, other than to purchase, refinance or otherwise carry margin stock or other
securities.
I (we) have read this form and certify that to the best of my (our) knowledge the margin stock and any other securities collateraiizing this credit are
and belief the information given is true. accurate. and complete. and that authentic. genuine. unaltered. and not stolen, forged, or counterfeit.
  Signed:
  ;- pro
wer's Signature D u
  KENNETH L. LAY
Print orType Name
  sf( fQ~
Borrower s more Date
  LINDA P. LAY
Print or Type Name
This form should not be signed in blank.
A borrower who falsely certifies the purpose of a credit on this
form or otherwise willfully or intentionally evades the provisions
of Regulation U will also violate Federal Reserve Regulation X,
"Borrowers of Securities Credit."
01-99-139(R-. 6,92)
10-14-0171 (Nc.)
BOAIFBI/LAY: 30912
LBF002-00070
GOVERNMENT
EXHIBIT
  165
  Crim. No. H-04-25 (S-2)

=============
Page 2 of 2
=============
Part II. To be completed by bank only if the purpose of the credit is to purchase or carry margin stock IPort 1(2) answered "yes").
I. List the margin stock securing this credit: dr include debt securities convertible into margin stuck - maximum loan value of margin stock is
per cent of its current market value under the ct Supplement to Regulation U.
No. of
shares	Issue	Market price
per share	Date and source
of valuation
(See note below)	Total market
value per issue
				I
2. List the debt securities convertible into margin stock securing this credit. The maximum loan value of such debt securities is ...... per cent of the current
market value under the current Supplement to Regulation U.
Principal
amount	Issue
_	Market price	Date and source
of valuation
(See note below)	Total market
value per issue
	r
3. List other collateral including nonmargin stock securing this credit.
Describe briefly	Market price	Date and source
of valuation
(See note below)	Good faith
loan value
Note: Bank need not complete 'Date and source of valuation- if the market value vas obtained from regularly published information in a journal of general circulation.
Part III. To be signed by a bank officer in all instances.
I am a duly authorized officer of the bank and understand that this credit
secured by margin stock may be subject to the credit restrictions of Regu-
lation U. I have read this form and any attachments, and I have accepted
the customer's statement in part I in good faith as required by Regulation
U', and I certify that to the best of my knowledge and belief, all the infor-
mation given is true, accurate, and complete. 1'hlso certify that if any se-
curities that directly secure the credit are not or will not be registered in
the name of the borrower or its nominee, I have or will cause to have
Date
  Vice President
examined the written consent of the registered owner to pledge "Such se-
curities. I further certify that any securities that have been or will be
physically delivered to the bank in connection. with this credit have been
or will be examined, that all validation procedures required by bank policy
and the Securities Exchange Act of 1934 (section 17(f), as amended) have
been or will be performed, and that I am satisfied to the best of my know-
ledge and belief that such securities are genuine and not stolen or forged
and their faces have not been altered.
Signed: NATIONSBANK OF TEXAS, N . A.
  By:g4'4.4 (
Bank officer's signa
  James H. Shelton
Title
or npe name
'To accept the customer's statement in good faith- the officer of the bank must be alert to the circumstances surrounding the credit and, if in possession of
any information that would cause a prudent person not to accept the statement without inquiry, must have investigated and be satisfied that the statement is
truthful. Among the facts which would require such investigation are receipt of the statement through the mail or from a third party.
This form must be retained by the bank for at least three years after the credit is extinguished-
BOAIFBI/LAY: 30913
BF002-00071