**Exhibit 2.1**          **Amendment No. 1 to Agreement and Plan of Merger**dated as of August 31, 2007 (this“Amendment”) among:          (i) **H&E Equipment Services, Inc.**, a Delaware corporation (“H&E”);          (ii) **HE-JWB Acquisition, Inc.**, a Virginia corporation and wholly-owned subsidiary ofH&E (“HE-JWB”);          (iii) **J.W. Burress, Incorporated**, a Virginia corporation (“Burress”);          (iv) the shareholders of Burress identified as such on the signature page to thisAgreement (“**Burress Shareholders**”); and          (v) **Richard S. Dudley**, in his capacity as “Burress ShareholdersRepresentative”.     Each of H&E, HE-JWB, Burress and Burress Shareholders Representative each of BurressShareholders is herein each referred to as a “Party”, and together referred to as the“Parties”. Any reference herein to Burress shall mean and include also its Predecessors.Recitals     A. The Parties are party to the Agreement and Plan of Merger dated as of May 15, 2007 (the“Agreement and Plan of Merger”). Capitalized terms used but not otherwise defined hereinshall have the meanings set forth in the Agreement and Plan of Merger.     B. The Parties desire that the Agreement and Plan of Merger be amended as provided herein.Agreement     Now, therefore, in consideration of the mutual covenants contained herein, and intending to belegally bound hereby, the Parties agree as follows.     1. Amendment of Recitals. Recital B of the Member Agreement is hereby amended andrestated as follows:*     *     *     B. The Parties desire that, as of the Effective Time, HE-JWB will be merged with andinto Burress, with Burress as the surviving corporation as provided in Article III(the “Merger”), and all of the outstanding Burress Equity Equivalents will beconverted into the right to receive the Closing Net Proceeds to Burress Shareholders and theSupplemental Proceeds to Burress Shareholders in the manner set forth herein. As a result ofthe Merger, Burress will become a wholly-owned direct subsidiary of H&E and 100% of theBurress Equity Equivalents will be owned by H&E; the foregoing, together with

 

2the other transactions contemplated by this Agreement and the other Transaction Documents,being herein together referred to individually and collectively as the“Transaction”.*     *     *     2. Amendment of Definitions.          (a) The following definitions contained in Section 2.1 of the Agreement and Plan of Merger arehereby amended and restated as follows:*     *     *          “Hitachi Adjusted EBITDA” means the earnings derived solelyfrom operations related to the sale and leasing of theinventory of vehicles and equipment of Burress manufacturedby Hitachi owned by Burress for the 12-month period ending asof June 30, 2007, before any expense or charge in respect ofinterest, Taxes based on income (but Taxes not based onincome of Burress shall be included in the calculation of theHitachi Adjusted EBITDA), depreciation and amortization,determined in a manner consistent with the 2006 AuditedFinancial Statements. In determining Hitachi Adjusted EBITDAand non-Hitachi Adjusted EBITDA, all costs, expenses anddeductions of Burress which are not clearly related to oridentified with earnings derived from the sale and leasing ofvehicles and equipment manufactured by Hitachi or non-Hitachivendors shall be allocated with respect to earnings derivedfrom Hitachi and non-Hitachi vendors *pro rata*based on thesales and revenue derived from such sales and leasing.          “Hitachi Fleet Premium” means $4.0 million, which representsthe agreed net present value of the revenues of Burressprojected to be derived by Burress from the sale and rentalof the Hitachi Fleet (excluding any New Hitachi Fleet) duringthe three-year period ending June 30, 2010.          “Hitachi Fleet Value” means the net book value (includingafter depreciation and obsolescence reserves) as of theClosing Date of the Hitachi Fleet (excluding any New HitachiFleet, except as provided in Section 2.3(e)) determined in amanner consistent with the 2006 Audited Financial Statements.Solely for purposes of example, the Hitachi Fleet Value(excluding the New Hitachi Fleet) is currently assumed(subject to confirmation by the Parties in accordance withthis Agreement) to be $22,035,388 as of the Closing Date,subject to adjustment in accordance with Section 2.3.          “Hitachi Indebtedness and Payables” means (i) theIndebtedness, payables and other obligations of Burress owedto the Hitachi Group as of the Closing Date (whether pursuantto floor plan financings, on open account or otherwise),including under or pursuant to the Hitachi Agreements, and(ii) the amount of any other Indebtedness outstanding as ofthe Closing Date which was incurred by Burress on or afterJune 30, 2007 and prior to the Closing where the proceeds ofsuch Indebtedness was used to purchase parts, accessories,vehicles and equipment from the Hitachi Group.

 

3Solely for purposes of example, the Hitachi Indebtedness and Payables is assumed to be$27,496,952 as of the Closing Date, subject to adjustment in accordance with Section2.3.          “Included Burress Indebtedness” means:               (i) Burress Indebtedness (excluding Hitachi Indebtedness and Payables) outstanding asof June 30, 2007, net of cash as of such date, plus               (ii) the Hitachi Indebtedness and Payables outstanding as of the Closing Date.The Parties have no reason currently to believe that Schedule E-1 does not set forthall of the Included Burress Indebtedness as of June 30, 2007 (as if the Closing had occurredon such date); and the inclusion or exclusion of any items on Schedule E-1 shall notbe determinative of whether such items are classifiable as Included Burress Indebtedness.Disclosure Schedule 5.16 lists all Contracts of Burress pursuant to whichIndebtedness of Burress may be incurred by Burress subsequent to June 30, 2007 in theOrdinary Course of Business (“Additional Burress Indebtedness” and “AdditionalBurress Indebtedness Contracts”).          “Initial Escrow Amount” means:               (i) an amount equal to 7.5% of the sum of the Closing Estimate of the Initial Proceedsto Burress Shareholders (such amount to be fixed and not subject to adjustmentnotwithstanding any adjustment of the Closing Net Proceeds to Burress Shareholders underSection 2.3) and any Supplemental Hitachi Fleet Value and New Hitachi Fleet Proceedsto which Burress Shareholders may be entitled from time to time, to be deposited as of theFunding Time, or in the case of any Supplemental Hitachi Fleet Value and New Hitachi FleetProceeds when otherwise payable to Burress Shareholders, with the Escrow Agent under theEscrow Agreement (the foregoing being herein referred to as the “Closing EscrowAmount”); plus               (ii) if the Hitachi Consent is obtained and the Supplemental Proceeds to BurressShareholders is payable hereunder, an amount equal to 7.5% of the Supplemental Proceeds toBurress Shareholders (to the extent not included in the Closing Escrow Amount pursuant toclause (i) above), to be deposited on the first anniversary of the Closing Date withthe Escrow Agent under the Escrow Agreement (the foregoing being herein referred to as the“Supplemental Escrow Amount”).          “Initial Proceeds to Burress Shareholders” means (i) an amount equal to theproduct of 4.5 and the Non-Hitachi Adjusted EBITDA, less (ii) the Included BurressIndebtedness, plus (iii) the Hitachi Fleet Value and the Hitachi Fleet Premium,plus (iv) any Supplemental Hitachi Fleet Value, less (v) the amount by whichthe Closing Net Worth of Burress is less than $25.0 million, less (vi) an amountequal to $2.0 million less the dollar amount of any monetary benefit actually received byBurress in the unwinding of swap agreements prior to the Closing Date to which Burress is aparty, less (vii) the

 

4amount by which the inventory of parts, accessories and attachments as of the Effective Timeis less than (other than as a result of sales in the Ordinary Course of Business) the amountof the inventory of parts, accessories and attachments included in the balance sheetincluded in the most recent Interim Financial Statements, such calculation pursuant to thisclause (vii) to be made promptly following the Closing and any payment by BurressShareholders based thereon to be made immediately. Solely for purposes of example, theInitial Proceeds to Burress Shareholders is currently assumed (subject to confirmation bythe Parties in accordance with this Agreement) to be $55,589,818, assuming the HitachiConsent is not obtained; however, the foregoing does not include the receipt of the swapbenefit to which reference is made in clause (vi) above when received (which isanticipated to be $139,140).          “Non-Hitachi Adjusted EBITDA” of Burress means the earnings derived solely fromoperations (excluding extraordinary transactions and excluding the Hitachi Adjusted EBITDA)of Burress for the 12-month period ending as of June 30, 2007, before any expense or chargein respect of interest, Taxes based on income (but Taxes not based on income of Burressshall be included in the calculation of the Non-Hitachi Adjusted EBITDA), depreciation andamortization, determined in a manner consistent with the 2006 Audited Financial Statements,subject to the adjustments identified on Schedule B. In determining Hitachi AdjustedEBITDA and non-Hitachi Adjusted EBITDA, all costs, expenses and deductions of Burress whichare not clearly related to or identified with earnings derived from the sale and leasing ofvehicles and equipment manufactured by Hitachi or non-Hitachi vendors shall be allocatedwith respect to earnings derived from Hitachi and non-Hitachi vendors *pro rata*based on thesales and revenue derived from such sales and leasing.          “Third Party Payments” means the sum of and includes (i) the cost of settlementof Burress Equity Equivalents, (ii) an amount equal to Burress Shareholders Expenses net ofthe Burress Shareholders Expense Allowance, to the extent such expenses are not paid priorto the Closing, (iii) any Bonus-Severance-Termination Liabilities, (iv) the cost to unwindswap agreements to which Burress is a party, (v) prepayment costs and expenses under BurressIndebtedness, (vi) costs and expenses payable under any Contracts of Burress as a result ofor based upon the Transaction (including any consent fee), (vii) the IdentifiedEnvironmental Remediation Costs, (viii) the fees and expenses of Special Counsel, (ix)Affiliate Obligations, excluding Liabilities accrued in the Ordinary Course of Businessunder the Continuing Affiliate Agreements identified on Disclosure Schedule 5.20,but including Liabilities incurred under such Continuing Affiliate Agreements outside theOrdinary Course of Business on or prior to the Closing Date and including Liabilities basedon or arising out of any breach by Burress on or prior to the Closing Date of suchContinuing Affiliate Agreements, (x) payments required pursuant to any payoff letter andLien release commitment obtained pursuant to Section 4.2(b)(iii)(N), and (xi) withholdingTaxes payable by Burress on any Bonus-Severance-Termination Liabilities.*     *     *

 

5          (b) The following definitions contained in Schedule A to the Agreement and Plan ofMerger are hereby amended and restated as follows:*     *     *          “Burress Indebtedness” means (without duplication) all (i)indebtedness of Burress for money borrowed from others,reimbursement obligations of Burress with respect to lettersof credit, and overdraws in respect of facilities oragreements for borrowed money (including the amount of anynegative cash), excluding notes evidencing payables underfloor plan financings, unless such notes are classified asBurress Indebtedness under clause (vi) below, (ii)Liabilities of Burress evidenced by notes, bonds, debenturesor similar instruments (excluding notes evidencing payablesunder floor plan financings, unless such notes are classifiedas Burress Indebtedness under clause (vi) below), (iii)indebtedness of the type described in clauses (i) and (ii)above guaranteed in any manner by Burress, (iv) allindebtedness of the type described in clauses (i), (ii) and(iii) above secured by any Lien upon property owned byBurress, even though Burress has not in any manner becomeliable for the payment of such indebtedness, provided thatsuch amount included in Burress Indebtedness shall not exceedthe fair market value of such property as of the date of suchdetermination if Burress has not in any manner become liablefor the payment of such indebtedness, (v) all capitalizedlease obligations of Burress, (vi) payables of Burress(whether pursuant to floor plan financings, on open accountor otherwise and whether or not evidenced by notes) on whichinterest was accruing or payable as of June 30, 2007, and(vii) all interest expense accrued but unpaid, and allprepayment premiums and penalties, on or relating to any ofsuch indebtedness; provided, however, that BurressIndebtedness shall not include any accounts payable (exceptas provided in clause (vi) above) and other similar currentobligations of Burress incurred in the Ordinary Course ofBusiness, but Burress Indebtedness shall include the currentportion of any Burress Indebtedness described in thepreceding clauses (i) through (vii). The Parties have noreason currently to believe that the list of floor planfinancing notes on Schedule E-2 is Burress Indebtedness forpurposes of clause (vi) of the preceding sentence; however,the inclusion or exclusion of such floor plan financing noteson Schedule E-2 shall not be determinative of whether suchfloor plan financing notes are classifiable as BurressIndebtedness under clause (vi) of the preceding sentence.          “Burress Shareholders Expenses” means all expenses andcharges incurred by Burress Shareholders or Burress inconnection with the negotiation, execution and delivery ofthis Agreement and the other Transaction Documents and theconsummation of the Transaction which are chargeable orinvoiced to, or which may be Liabilities of, Burress butwhich have not been paid by Burress Shareholders on or priorto the Closing (including (i) the fees and expenses describedin Sections 5.23 and 6.4, and (ii) any aggregate premiumspayable by Burress in excess of $18,000 for any insuranceobtained by Burress pursuant to Section 8.13).          “Financing” means financing or lending arrangements by H&E ina net amount sufficient to fund its obligations as of theFunding Time under Section 2.2.

 

6          “Hitachi Agreements” means and includes each and all of thefollowing (as amended and in effect on the date of thisAgreement): (i) the Dealer Agreement dated September 1, 1995by and between J.W. Burress, Inc. and Hitachi ConstructionMachinery (America) Corporation; (ii) the Security Agreementdated September 1, 1995 by and between J.W. Burress, Inc. andHitachi Construction Machinery (America) Corporation; (iii)the Authorized Construction Dealer Agreement dated November13, 2001 by and between J.W. Burress, Inc. and HitachiConstruction Machinery (America) Corporation; (iv) theSecurity Agreement dated November 13, 2001 by and betweenJ.W. Burress, Inc. and Hitachi Construction Machinery(America) Corporation; (v) the Dealer Security Agreement forHitachi or Euclid Equipment dated May 7, 2002 by and betweenJ.W. Burress, Inc. and John Deere Construction & ForestryCompany; (vi) the Hitachi Plan for Retail and Lease Financingdated July 10, 2002 by and between J.W. Burress, Inc. andJohn Deere Construction & Forestry Company and Deere Credit,Inc.; (vii) the Floorplan and Security Agreement datedSeptember 19, 2002 by and between J.W. Burress, Inc. andHitachi Credit America Corp.; and (viii) the AuthorizedHitachi Dealer Agreement dated June 20, 2003 by and betweenJ.W. Acquisition, Inc. and John Deere Construction & ForestryCompany.*     *     *          (c) The definition of “Reedrill and Ritchie Accounts Receivables” contained inSchedule A to the Agreement and Plan of Merger is hereby deleted in its entirety.          (d) The definition of “Purchase Price” contained in Schedule A to the Agreement and Plan ofMerger is hereby deleted in its entirety. The first sentence of Section 8.10(b) of the Agreementand Plan of Merger is hereby amended and restated as follows:*     *     *In connection with the Elections, no later than 90 days after the Closing Date, BurressShareholders and H&E shall act together in good faith to (i) determine and agree upon theamount of the “adjusted grossed-up basis” and “aggregate deemed sales price” of the assetsof Burress (within the meaning of Treas. Reg. § 1.338(h)(10)-1(d)(2),(3)), which “adjustedgrossed-up basis” and “aggregate deemed sales price” shall be determined in a mannerconsistent with the Closing Estimates.*     *     *All other references to “Purchase Price” in the Agreement and Plan of Merger are hereby deleted.*     *     *          (e) The following definition is hereby added to Schedule A to the Agreement and Planof Merger:

 

7*     *     *          “Amended and Restated Disclosure Schedules” means the Amendedand Restated Disclosure Schedules delivered on the ClosingDate by Burress Shareholders to H&E.*     *     *     3. Amendment of Specific Provisions.          (a) The first clause of Section 2.2(b) of the Agreement and Plan of Merger is hereby amendedand restated as follows:*     *     *          (b) Not later than 12:00 noon (Eastern Standard Time) on September 4, 2007, but subjectto the provisions of Sections 4.2 (including Section 4.2(a)(iii)):*     *     *          (b) Section 2.2 (e) of the Agreement and Plan of Merger is hereby amended and restated asfollows:*     *     *          (e) Burress Shareholders Representative, as the Exchange Agent, shall be solelyresponsible for the determination of the holders of the Burress Equity Equivalents and theamount of Burress Equity Equivalents owned by such holders. In the event that any Personshall claim to be the holder of Burress Equity Equivalents, none of H&E, HE-JWB or Burressshall have any Liability to such Person (whether for the payment of any Merger Considerationper Burress Share or otherwise), and such Person shall be entitled solely to assert claims,if any otherwise exist, against Burress Shareholders Representative for any payment to whichsuch Person may be entitled in respect of such Person’s Burress Equity Equivalents.*     *     *          (c) Section 2.3 (c) of the Agreement and Plan of Merger is hereby amended and restated asfollows:*     *     *          (c) In the event that the Post-Closing Calculations indicate that an aggregate netadjustment to the items included in the Closing Estimates is warranted, then an additionalpayment by H&E to Burress Shareholders Representative, or a repayment

 

8by Burress Shareholders Representative to H&E out of the Closing Net Proceeds to BurressShareholders delivered by H&E to Burress Shareholders as of the Funding Time (or failing anysuch payment being made, a payment from the Escrow (as defined in the Escrow Agreement),shall be promptly made. In computing such adjustment, (i) any positive Short Period TaxAdjustment shall be treated as an amount due by H&E to Burress Shareholders Representative,and (ii) any negative Short Period Tax Adjustment shall be treated as a repayment due fromShareholders Representative to H&E out of the Closing Net Proceeds to Burress Shareholders,such payment to be made promptly from the Reserve Account.*     *     *          (d) Section 3.2 of the Agreement and Plan of Merger is hereby amended and restated as follows:*     *     *          Section 3.2. Effective Time. On September 4, 2007,HE-JWB and Burress shall cause articles ofmerger, complying with the requirements ofthe Virginia Act and in form and substancesatisfactory to H&E, Burress and BurressShareholders Representative (the “Articlesof Merger”), to be filed with the StateCorporation Commission of the Commonwealthof Virginia. The Articles of Merger shallstate that the Merger shall be effective asof 12:01 AM (Eastern Standard Time) onSeptember 1, 2007 (the “Effective Time”).*     *     *          (e) Section 4.1 of the Agreement and Plan of Merger is hereby amended and restated as follows:*     *     *          Section 4.1. Closing Date and Place. The closing of the Transaction (the“Closing”) shall take place at the offices of Dechert LLP, 30 Rockefeller Plaza, NewYork, New York, as of midnight (Eastern Standard Time) on August 31, 2007, provided that theconditions set forth in Section 4.2 have been satisfied or waived by the Party forwhose benefit such conditions exist. The date of the Closing is herein called the“Closing Date”. From and after midnight (Eastern Standard Time) on August 31, 2007,the business and operations of Burress shall be solely for the benefit of H&E, and thecurrent board of directors and Burress Shareholders shall not exercise any authority overthe business, operations or assets of Burress except as otherwise directed by H&E and exceptto effect the filing of the Articles of Merger pursuant to Section 3.2.*     *     *

 

9          (f) Section 6.6 of the Agreement and Plan of Merger is hereby amended and restated as follows:*     *     *          Section 6.6. Title to Shares. Immediately prior to theEffective Time, the Burress EquityEquivalents set forth on DisclosureSchedule 5.5 will be owned of record andbeneficially by the Burress Shareholderfree and clear of all Liens andrestrictions on transfer other than underapplicable securities Laws, except forLiens described on Disclosure Schedule 6.6which will be satisfied in full by BurressShareholders as of the Closing Date.*     *     *          (g) Section 4.2(b)(iv) of the Agreement and Plan of Merger is hereby amended and restated asfollows:*     *     *          (iv) Affiliate Transactions. Each and every Affiliate Agreement and AffiliateObligation, other than the Continuing Affiliate Agreements, shall have been canceled andreleased as of the Closing Date. The Lease Agreement dated December 1, 2005 betweenFinancial Acquisitions, LLC and J.W. Burress, Incorporated (the “Warrenton Lease”),the Lease dated September 29, 2004 between Financial Investments, LLC and J.W. Burress, Inc.(the “Columbia Lease”), and the Lease dated October 26, 2006 between FinancialAcquisitions, LLC and J.W. Burress, Inc. (the “Greenville Lease”), as the foregoingare amended and in effect on the date hereof, shall have been modified as to the economicterms thereof in an manner satisfactory to H&E based on a market valuation of the WarrentonLease, the Columbia Lease and the Greenville Lease and the location of the applicablepremises, such valuation to be conducted by an appraiser or valuation firm satisfactory toH&E.*     *     *          (h) Section 10.2(a)(iii)(G) of the Agreement and Plan of Merger is hereby amended and restatedas follows:*     *     *          (G) (1) any Liability of Burress arising as of or prior to the Effective Time toindemnify any director, officer or other Person in connection with their service to,employment by or retention by Burress or Burress Shareholders; and (2) with respect to anyinsurance obtained by Burress pursuant to Section 8.13, any deductible or reimbursementamount or obligation payable by or of Burress under any such insurance, and any aggregatepremiums payable by Burress in excess of $18,000, notwithstanding

 

10that H&E shall not have objected to such insurance as not in compliance with the PermittedD&O Insurance requirements of Section 8.13;*     *     *          (i) Section 10.2(a)(iii)(M) of the Agreement and Plan of Merger is hereby amended and restatedas follows:*     *     *          (M) any Liability of Burress relating to (1) William Gieder’s accident and ear injuryon March 7, 2005 (referred to as the “South Carolina Employment Matter” in Item 3 ofDisclosure Schedule 5.13), (2) the traffic accident on October 10, 2005 inGreensboro, North Carolina involving a Finn Bark Blower described in Item 3 ofDisclosure Schedule 5.18, (3) the “Taylor Employment Matter” referred to in Item 2of Disclosure Schedule 5.13, and (4) the “South Carolina Employment Matter” referredto in Item 3 of Disclosure Schedule 5.13, and the “Bryant Industrial Matter” and the“Berkley Matter” referred to in Items 7 and 8 of Disclosure Schedule 5.7.*     *     *          (j) The Agreement and Plan of Merger is hereby amended to add the following Section 5.26 andSchedule F hereto:*     *     *     Section 5.26. Certain Bonus-Severance-Termination Liabilities.The employees identified on Schedule F shall beentitled to receive payments in the amounts (lessapplicable withholding taxes and other withholdingobligations) and at such times specified onSchedule F, subject to the provisions of thisSection 5.26. The amount of such payments shall beThird Party Payments and shall reduce the ClosingNet Proceeds to Burress Shareholders regardless ofwhen paid or expected to be paid. However, to theextent not paid in accordance with Schedule F, theamount of such Third Party Payments which havereduced the Closing Net Proceeds to BurressShareholders shall be remitted by H&E Burress toBurress Shareholders Representative promptlyfollowing any determination that the specifiedemployees are not entitled to receive the payments.Neither the provisions of this Section 5.26 nor anyintention to make the payments specified onSchedule F to any employee shall impose uponBurress or H&E any obligation to continue theemployment of any such employee or establish anyother employment obligation of Burress or H&E withrespect to such employee, and H&E and Burress shallbe entitled to rely upon the directions of BurressShareholders Representative as to whether any ofthe specified employees are entitled to receive thepayments.*     *     *

 

11     4. Any Consent obtained under the Floorplan and Security Agreement dated September 19, 2002 byand between J.W. Burress, Inc. and Hitachi Credit America Corp., including any intercreditoragreement entered into by Hitachi Credit America Corp. with respect thereto, shall not constitute asatisfactory Hitachi Consent for any purpose under the Agreement and Plan of Merger.     5. Amendment of Schedules and Exhibits.          (a) Schedule D (“Identified Environmental Remediation”) to the Agreement andPlan of Merger is hereby amended and restated in the manner set forth on Schedule D hereto.          (b) Exhibit A (“Escrow Agreement”) to the Agreement and Plan of Merger ishereby amended and restated in the manner set forth on Exhibit A hereto.          (c) Exhibit B (“Amended and Restated Articles of Incorporation”) to theAgreement and Plan of Merger is hereby amended and restated in the manner set forth onExhibit B hereto.     6. Transaction Document. This Amendment shall constitute a Transaction Document.[Signature Pages Follow]

 

12     In witness whereof, the Parties have caused this Amendment tobe duly executed as of the day and year first above written.         **H&E Equipment Services, Inc.**   **HE-JWB Acquisition, Inc.**         By: /s/ John Engquist   By: /s/ John Engquist           John Engquist     John Engquist  President     President         **J.W. Burress, Incorporated**               By: /s/ Richard S. Dudley                 Richard S. Dudley        President       Burress Shareholders           /s/ Richard S. Dudley     /s/ Richard D. Graves       **Richard S. Dudley**     **Richard D. Graves**           /s/ Leroy W. Perry III     /s/ William I. Daly       **Leroy W. Perry III**     **William I. Daly**           /s/ Steven M. Reynolds     /s/ David R. Nash       **Steven M. Reynolds**     **David R. Nash**           /s/ Michael R. Craver               **Michael R. Craver**              /s/ Richard S. Dudley               **Richard S. Dudley**,        in his capacity as Burress ShareholdersRepresentative and Exchange Agent**Amendment No. 1 to Agreement and Plan of Merger dated as of August 31, 2007**

 

           **Schedule D to Amendment No. 1 to Agreement and Plan of Merger**Identified Environmental RemediationAttached

 

           **Schedule F to Amendment No. 1 to Agreement and Plan of Merger**Certain Bonus-Severance-Termination LiabilitiesAttached

 

            **Exhibit A to Amendment No. 1 to Agreement and Plan of Merger**Escrow Agreement; Attached

 

            **Exhibit B to Amendment No. 1 to Agreement and Plan of Merger**Amended and Restated Articles of IncorporationAttached