GATX Investment (worldwide assets)

Larry,

Bob Hill has asked that I write this note to obtain an exemption from the
standing policy of not making investments outside of North America
(established by the MPL Policy Committee) if you would like us to proceed
with the investment evaluation of GATX . If the policy exemption is not
granted, we will discontinue our efforts and focus resources on other areas.
Here is some background information that might be useful in making your
decision.

Business - GATX Terminals business unit is in engaged in the storage and
distribution services to petroleum and chemical customers worldwide. The
assets consist of 17 terminaling facilities, ownership interest in 4 refined
product pipelines, and 11 joint ventures, which in aggregate have a book
value approximating $1 billion. The business generated $26 million of net
income in 1999 on $294 million of gross income and employs approximately
1,000 employees.

I have been informed that roughly half of the business operations lie outside
of U.S. borders. Significant terminal operations are located in Asia and
some in Europe. Also, the pipeline business segment has operations in the
U.K. and Mexico. Since this deal is a planned cash for stock transaction,
the opportunity to cherry pick U.S. assets is not an option.

Foreign Taxation Issue - In general, investments outside the U.S. lessens the
tax efficiency structure that partners value and currently enjoy. In
addition, foreign income taxes will complicate a unitholder's tax return
filing.

Qualified Income - According to David Boryck, distribution of petroleum and
chemicals to end-users is not qualified income. It is unknown to me, how
much of the business this represents for GATX...potential issue.

Investment Portfolio Character - Given the size and nature of this business,
this transaction would change the character of NBP's investment portfolio.

Competitive Bid - Other bidders in the industry will have an advantage in
finding G&A cost efficiencies with merging this operation into their
business, putting us at a disadvantage in the bidding process.

The above two issues can be mitigated by jointly bidding with a strong
operating partner.

Cash Flow Impact - I have not seen any numbers, but assuming the transaction
is accretive, the scope of this investment should have positive impact on MLP
cash flows.

Please provide your feedback.

Paul