NBP Financing RFP's

Attached is a draft of the RFP for the NBP debt financing. We recommend
sending this RFP to:
A.G. Edwards
Banc One
Bank of America
Bank of Tokyo
CIBC
SunTrust

These institutions are either agents for a NBPL or NBP credit facility and/or
recently have indicated a strong interest in doing future business with NBP.
In recent discussions, several firms have advised NBP to proceed with a
public market transaction for the term debt. Given their predilection for
private placement debt, A.G. Edwards has been included so that we get two
views on the appropriate market for the term debt issue.

You will note we have not including Lehman Brothers in our recommendation.
As I indicated to you last week by e-mail (see attached), we are focusing on
commercial banks to improve their relationship profitability to incent them
to be more committed with immediate funding for acquisitions. We have
reviewed this approach with Jeff McMahon's group (through Charles Delacey)
and they concur. I am not aware of the "chits" that may be owed Lehman (or
other I-banks) but our thought was if our last deal cleaned the slate we
would concentrate on our commercial bank relationship strategy. Certainly
Lehman would have an opportunity to play in future deals, especially equity.

I will be travelling Thursday and Friday so please leave word with John Jesse
(402)398-7843 if this list is acceptable. If you would like to discuss
please leave me a message and I will call you from NY.

---------------------- Forwarded by Jerry Peters/NPNG/Enron on 03/01/2000
03:36 PM ---------------------------

From: Jerry Peters 02/25/2000 12:56 PM

To: Stanley Horton/Corp/Enron@Enron
cc: Cindy Stark/Corp/Enron@Enron, Larry DeRoin/NPNG/Enron@ENRON, John
Jesse/NPNG/Enron@Enron

Subject: NBP Financing RFP's

Just to give you a "heads-up" we are preparing a request for proposal for
lead managers on a NBP debt financing. The financing plan is for a $150
million term debt facility to payoff existing MLP bank debt and a $150
million bank revolver (which would be undrawn) to provide greater financial
flexibility in the future. Although we haven't determined the list of
bidders a key objective is to provide additional fee income to those banks
willing to commit their balance sheets when needed (i.e. commercial banks) to
strengthen our position for future acquisition financing. We will send you a
copy of the RFP and a list of recommended bidders mid next week. We would
anticipate sending this out late next week.