Tudor, Pickering, Holt & Co Investment Banking

Summary of Proposal from AMGP Description Proposal Component Consideration Series B Valuation Pro Forma Ownership Splits AMGP's Original Stated Rationale for Transaction Governance Each AM Common Unit to receive: 1.614 AMGP units $3.00 Cash Public unitholders to receive $0.415 special cash distribution at closing ■ Represents a 4% premium to current spot XR as of August 30, 2018 Based on prices as of February 23, 2018, offer implies a 18% premium to AM's closing price and 6% premium to 30- day VWAP Based on prices as of August 30, 2018, implies a (1%) discount to AM's 30-day VWAP Series B units will be exchanged for 18.5mm AMGP shares ■ Implies -$320mm valuation at market close as of August 30, 2018 Newly issued AMGP shares will vest on the same schedule as Series B units □ Unvested new AMGP shares do not accrue dividends Pro forma for transaction equity ownership breakdown as follows: AM Unitholders: -59.7% AMGP Shareholders: -36.6% Series B Unitholders: -3.6% ■ Streamlined Transaction Structure CONFIDENTIAL DRAFT SUBJECT TO CHANGE Single, publicly-traded midstream corporation □Alignment of management incentives between AM unitholders, AMGP shareholders and Series B unitholders Improved Financial Performance ☐ Elimination of IDR's will reduce PF AMGP's cost of capital relative to SQ entity Elimination of Serie will increase cash available for distribution to PF equity owners ☐ Expected elimination of cash taxes payable by PF AMGP through 5-year forecast as a result of the tax basis "step-up" attributable to the Transaction and additional depreciation generated from capital investment Enhanced Trading Metrics PF AMGP will have larger float and greater liquidity Larger potential investor base given institutional investor preference for traditional C-corp structure □New shares should, over time, be eligible for inclusion in major indices further expanding investor universe ■PF AMGP will be reestablished as a Delaware C-corp 9-member independent, Board of Directors with no more than 4 appointed by AR, the Sponsors or Management ■AR, the Sponsors, and Management agree to vote in support of independent directors nominated by the Nominations & Governance Committee TUDORPICKERING HOLT&COCHANT BANKING 5

View entire presentation