**Section 1.3**Amendment to Section 8.1 of the PSA.     Section 8.1 of the PSA is hereby amended and restated in its entirety to read as follows:     Section 8.1 Indemnification of the Buyer.     Subject to the limitations set forth in this Agreement, the Seller, from andafter the Closing Date, shall indemnify, defend and hold the Buyer, its Affiliates(including the Company) and their respective, directors, officers, and employees(the “Buyer Indemnified Parties”) harmless from and against any and allDamages suffered or incurred by any Buyer Indemnified Party as a result of orarising out of (a) any breach or inaccuracy of a representation or warranty of theSeller in this Agreement or the Seller Closing Certificate, (b) any breach of anyagreement or covenant on the part of the Seller made under this Agreement, (c) theSeller Pre-Closing Liabilities, (d) any Indebtedness not taken into account inconnection with the adjustment of the Purchase Price under Section 1.2, (e)all Mineral Owner Obligations, and (f) all Easement Title Claims. Notwithstandingthe foregoing, in no event shall the Seller’s aggregate liability to the BuyerIndemnified Parties under Section 8.1(f) exceed $1,500,000. For purposes of thisSection 8.1, whether the Seller has breached any of its representations andwarranties herein, and the determination and calculation of any Damages resultingfrom such breach, shall be determined without giving effect to any qualification asto “materiality” (including the word “material” or “Material Adverse Effect”).     **Section 1.4**Amendment to Subsection 10.1 of the PSA.     Section 10.1 is hereby amended to add the following definition:     “**Easement Title Claim**” means any claim by a Third Party challenging theCompany’s, or any of its successors’ or assigns’, title or interest in any Easementused in connection with the Transferred Business due to (i) the fact that suchEasement was initially taken in the name of Equitable Gathering Company, LLC orEquitable Gathering Co., LLC, or (ii) the fact that the original executed andacknowledged copy of such Easement was not filed in the real property records of thecounty in which such Easement is located.     **Section 1.5**Exhibits.          (a) Exhibit A (General Conveyance, Assignment and Bill of Sale) to the Contribution Agreementattached to the PSA as Exhibit A has been superseded and replaced in its entirety byExhibit I attached hereto.     **Section 1.6**Disclosure Schedules.          (a) The “Real Property” portion of Disclosure Schedule 2.6(a) (originally pages 1 through 57)to the PSA is amended and restated in its entirety to conform to Schedule 2.6(a) — Real Propertyattached hereto.
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          (b) Disclosure Schedule 2.13 to the PSA is amended and restated in its entirety to conform toSchedule 2.13 — Contracts attached hereto.     **Section 1.7**Intentionally Omitted.     **Section 1.8**Closing Payment.          Pursuant to Section 1.2(b) of the PSA, Seller has prepared in consultation with, and deliveredto, Buyer its good faith estimate of the Initial Adjustment, together with its calculation of theClosing Date Estimate, a copy of which is attached as Exhibit J hereto. Based on theClosing Date Estimate, the Closing Payment is $389,474,639, of which (a)$379,474,639 shall be paid to Seller at the Closing in accordance with Sections 1.4 and 1.6(b)of the PSA, and (b) $10,000,000 shall be retained by Buyer as the Closing Payment Holdback inaccordance with Section 1.4(a) of the PSA. Notwithstanding anything contained in the PSA to thecontrary, Buyer and Seller have agreed to exclude all accounts receivable of the Company as of theClosing Date from Current Assets, Working Capital, Working Capital Adjustment, Initial Adjustment,the Closing Date Estimate, the Closing Payment, the Closing Date Balance Sheet, the Closing DateWorking Capital, the Closing Statement, and the Final Closing Statement, and that Seller shall beentitled to receive and retain all proceeds from such accounts receivable.     **Section 1.9**Miscellaneous.          (a) All Article and Section headings in this Agreement are for convenience only and shall notbe deemed to control or affect the meaning or construction of any of the provisions hereof. Thewords “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement(excluding any quoted language being substituted for provisions of the PSA), shall refer to thisAgreement as a whole and not to any particular provision of this Agreement. All references hereinto Articles and Sections (excluding any quoted language being substituted for provisions of thePSA) shall, unless the context requires a different construction, be deemed to be references to theArticles and Sections of this Agreement, respectively. All Disclosure Schedules and Exhibitsattached hereto are hereby incorporated herein and in the PSA and made a part hereof and thereoffor all purposes, and unless the context expressly requires otherwise, such Disclosure Schedulesand such Exhibits are incorporated in the definition of “Agreement” and “PSA” (as amended hereby).All personal pronouns used in this Agreement, whether used in the masculine, feminine or neutergender, shall include all other genders, and the singular shall include the plural and vice versa.The use herein of the word “including” following any general statement, term or matter shall not beconstrued to limit such statement, term or matter to the specific items or matters set forthimmediately following such word or to similar items or matters, whether or not non-limitinglanguage (such as “without limitation,” “but not limited to,” or words of similar import) is usedwith reference thereto, but rather shall be deemed to refer to all other items or matters thatcould reasonably fall within the broadest possible scope of such general statement, term or matter.
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          (b) This Agreement shall be governed by and construed in accordance with the laws of the Stateof New York, without regard to principles of conflicts of law.          (c) This Agreement may be executed in any number of counterparts, all of which together shallconstitute one agreement binding on the parties hereto. Execution of this Agreement by anelectronic form of signature that is an exact copy of the original signature shall be deemed to be,and shall have the same effect as, execution by original signature, and an electronic formcounterpart of this Agreement signed by all parties hereto shall be sufficient to bind all suchparties.          (d) Except as modified herein, the parties hereby agree that the terms of the PSA (includingthe Schedules and Exhibits thereto) remains in full force and effect, and all references therein tothe “Agreement” shall be deemed to mean the PSA as amended by this Agreement.[Signature Pages Follow]
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     IN WITNESS WHEREOF, this First Amendment to Purchase and Sale Agreement has been dulyexecuted and delivered by each party as of the date first above written.         **SELLER**           EQUITRANS, L.P.         By: ET Blue Grass, LLC    its general partner           By:  /s/ RandallL. Crawford    Name:   RandallL. Crawford    Title: Executive Vice President       **EQT (solely for the purpose of  Section 1.8, 1.9,**