Baird Investment Banking

SUMMARY OF CITI CONSTRUCT FOR BRIDGING THE AM COMMITTEE "GAP" ■ minary Praft - AMGP has offered an exchange ratio of 1.775x, including $3.00 in cash AR has signaled that this is acceptable AM Committee is holding out for an all-in 1.850x exchange ratio AMGP offered AM unaffiliated public unitholders $0.415/unit special dividend in cash which helps to bridge the bid/ask gap, however AM has held firm at a 1.850x exchange ratio Warburg has hired Citigroup to see if they can develop a solution to break the AM/AMGP impasse Citi called Baird to suggest that the "value gap" between AR and AM LPs is 4.5 million shares based on the difference between a 1.775x exchange rate plus the $0.415/unit special distribution and the 1.850x exchange rate which AM LP Committee wants (we will discuss the correct gap in the following pages) Citi is proposing that all four parties to the negotiations split the 4.5 million share gap as set forth below: AR: the number of shares at the 1.775x exchange ratio would be reduced by 1.125 million (<1%). Those shares would be given to AM's unaffiliated public unitholders. AR would also get a $0.415/unit special dividend ($41.5 million) which would more than offset the current value of the 1.125 million units we are being asked to contribute to AM's public unitholders AMGP would issue an additional 1.125 million shares to the AM public unitholders. Note; this is a cost shared by all of the pro-forma shareholders, not just the existing AMGP holders. An alternative discussed with Citi is to have the existing AMGP holders bear the full cost associated with the 1.125 million shares (we would adjust ratios to achieve this) Series B would give up 1.125 million shares and get 17.375 million shares instead of 18.5 million AM public unitholders would get $0.415 per unit in cash (via the special dividend) and an additional 3.375 million units above a 1.775x exchange ratio (which would leave them 1.125 million shares under the 1.850x exchange ratio demand) BAIRD Project Bronco Page 2

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