S-4

As filed with the Securities and Exchange Commission on May 10, 2005

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HUGHES SUPPLY, INC.

(Exact name of Registrant as specified in its charter)

Florida	5070	59-0559446
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Corporate Office

One Hughes Way

Orlando, Florida 32805

(407) 841-4755

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

David Bearman

Executive Vice President and Chief Financial Officer

Hughes Supply, Inc.

Corporate Office

One Hughes Way

Orlando, Florida 32805

(407) 841-4755

(Name, address, including zip code, and telephone number, including area code, of agent for service)

See Table of Additional

Registrants

Copies to:

John Z. Paré Senior Vice President, General Counsel and Secretary Hughes Supply, Inc. Corporate Office One Hughes Way Orlando, Florida 32805 (407) 841-4755 Tom McAleavey Holland & Knight LLP P.O. Box 1526 200 South Orange Ave., Suite 2600 Orlando, Florida 32801 (407) 425-8500

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)		Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
5.50% Senior Notes due 2014	$ 300,000,000	100	%	$ 300,000,000	$35,310
Guarantee of 5.50% Senior Notes due 2014(2)	(3)	(3)		(3)	$0(4)

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933.

(2) See the immediately following page for a table of the registrant guarantors.

(3) No separate consideration will be received for the guarantees.

(4) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate filing fee is required for the guarantees.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant As Specified in Its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices
Compass Utility Supply, Ltd.	Oregon	N/A	(1)
Hughes Building Materials Group, Inc.	Georgia	58-2409339	(1)
Hughes Building Materials Holdings, LLC	Florida	42-1651869	(1)
Hughes Building Materials, Ltd.	Florida	26-0100647	(1)
Hughes Canada, Inc.	Delaware	41-2148226	(1)
Hughes Electric Holdings, LLC	Florida	42-1651866	(1)
Hughes Electric Supply, Ltd.	Florida	26-0100654	(1)
Hughes GP & Management, Inc.	Delaware	51-0374238	(1)
Hughes Holdings, LLC	Florida	42-1651863	(1)
Hughes Insurance Holdings, Inc.	Delaware	51-0405709	(2)
Hughes MRO Group, Inc.	Delaware	76-0542935	(1)
Hughes MRO Holdings, LLC	Delaware	N/A	(1)
Hughes MRO, Ltd.	Florida	52-2418852	(1)
Hughes Plumbing Group, Inc.	California	95-3622279	(1)
Hughes Plumbing Holdings, LLC	Florida	42-1651860	(1)
Hughes Plumbing Supply, Ltd.	Florida	26-0100650	(1)
Hughes Supply Management, Inc.	Florida	43-2080574	(1)
Hughes Supply Management Services, Inc.	Delaware	52-2103612	(1)
Hughes Supply Shared Services, Inc.	Delaware	59-3758965	(1)
Hughes Utilities Group, Inc.	Delaware	52-2048968	(1)
Hughes Utilities Holdings, LLC	Florida	42-1651856	(1)
Hughes Utilities, Ltd.	Florida	26-0100651	(1)
Hughes Water & Sewer Holdings, LLC	Florida	03-0550883	(1)
Hughes Water & Sewer, Ltd.	Florida	03-0550887	(1)
HSI Funding, LLC	Delaware	66-0620062	(2)
HSI IP, Inc.	Delaware	66-0620064	(2)
Merex Corporation	Texas	76-0554962	(1)
Merex De Mexico, Sociedad Anonima De Capital Variable	Mexico	MDP9608293 G7	(3)
Merex Diesel Power, Sociedad Anonima De Capital Variable	Mexico	MME960612 5L2	(3)
Montana Electric Supply	Montana	81-0222647	(1)
Montana Electric Supply, Inc.	Wyoming	83-0283883	(1)
Provalue, LLC	Delaware	55-0872477	(1)
Southwest Power, Inc.	California	95-4397734	(1)
Southwest Stainless, L.P.	Delaware	51-0374240	(1)
SWS Acquisition, LLC	Delaware	32-0047353	(2)
Utility Products Supply Company, LLC	Colorado	93-1324556	(1)
WES Acquisition Corporation, Inc. d/b/a Wyoline Electric Supply, Inc.	Wyoming	93-1317646	(1)
Western States Electric, Inc.	Oregon	93-0666602	(1)
World-Wide Travel Network, Inc.	Florida	59-2571159	(1)

(1)    Corporate Office One Hughes Way Orlando, Florida 32805 (407) 841-4755 (3)    1202-B Col. Las America Tampico, Mexico 89329 (407) 841-4755 (2)    13591 Harbor Boulevard Garden Grove, California 92843 (714) 638-4442

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 10, 2005

PRELIMINARY PROSPECTUS

$300,000,000

Hughes Supply, Inc.

Offer to exchange all outstanding

5.50% Senior Notes due 2014

for 5.50% Senior Notes due 2014, which have been registered

under the Securities Act of 1933

The exchange offer will expire at 5:00 p.m., New York City time,

on                     , 2005, unless extended

We are offering to exchange up to $300,000,000 of our 5.50% senior notes due 2014 (the “new notes”), which will be registered under the Securities Act of 1933, for up to $300,000,000 of our existing 5.50% senior notes due 2014 (the “original notes”). You may withdraw tenders of original notes at any time prior to the expiration date of the exchange offer. We will exchange all original notes that are validly tendered and not withdrawn before the expiration of the exchange offer. The exchange of original notes for new notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. We will not receive any proceeds from the exchange offer. We are offering to issue the new notes to satisfy our obligations contained in the registration rights agreement we entered into when the original notes were sold in transactions in reliance on Rule 144A under the Securities Act. The new notes will be guaranteed by substantially all of our subsidiaries.

The terms of the new notes are identical in all material respects to the terms of the original notes, except that the transfer restrictions, registration rights and related liquidated damages provisions relating to the original notes do not apply to the new notes.

You should carefully review “Risk Factors” beginning on page 8 of this prospectus.

To exchange your original notes for new notes:

• You must complete and send the letter of transmittal that accompanies this prospectus to the exchange agent by 5:00 p.m., New York City time, on                     , 2005, unless extended. We do not currently intend to extend the expiration date.

• If your original notes are held in book-entry form at The Depository Trust Company, or DTC, you must instruct DTC, through your signed letter of transmittal, that you wish to exchange your original notes for new notes. When the exchange offer closes, your DTC account will be changed to reflect your exchange of original notes for new notes.

• You should read the section called “The Exchange Offer” for additional information on how to exchange your original notes for new notes.

Each broker-dealer that receives new notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those new notes. The letter of transmittal states that, by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for original notes where the original notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the consummation of the exchange offer, we will use our commercially reasonable efforts to make this prospectus available to any broker-dealer for use in connection with the resale of new notes. See “Plan of Distribution.”

The new notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan to list the new notes on a national market.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2005.

TABLE OF CONTENTS

	Page
Forward-Looking Statements	ii
Summary	1
Risk Factors	8
Ratio of Earnings to Fixed Charges	15
Use of Proceeds	15
Capitalization	16
Selected Consolidated Financial Data	17
The Exchange Offer	19
Description of the Notes	29
Important Federal Income Tax Considerations	38
Plan of Distribution	39
Legal Matters	40
Experts	40
Available Information	40
Incorporation of Certain Documents by Reference	40
Index to Financial Statements	F-1

You should rely only on this prospectus or other information to which we have referred you. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer of these securities in any state where the offer is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the date of delivery of this prospectus or the sale of the securities made hereunder. Our business, financial condition, results of operations and prospects may have changed since that date.

In this prospectus and except as the context otherwise requires or indicates:

• “Hughes Supply” means Hughes Supply, Inc., a Florida corporation; and

• “us,” “we,” “our” or “Company” means Hughes Supply, Inc., a Florida corporation, together with its subsidiaries.

FORWARD-LOOKING STATEMENTS

Some of the statements set forth or incorporated by reference in this prospectus constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and are subject to the safe harbor provisions created by those sections. When used in this prospectus and the information incorporated by reference herein, the words “believe,” “anticipate,” “estimate,” “expect,” “may,” “will,” “should,” “plan,” “intend,” “project” or phrases such as “will be well-positioned to,” “will benefit,” “will gain” and similar expressions are intended to identify forward-looking statements. Although we believe that the expectations reflected in our forward-looking statements are reasonable, our expectations may not prove to be correct. Actual results or events may differ significantly from those indicated in our forward-looking statements as a result of various important factors, as discussed in the section entitled “Risk Factors” and as discussed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2005. We assume no obligation to publicly update or revise our forward-looking statements, except to the extent required by law.

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SUMMARY

The following summary contains basic information about us, the exchange offer and the new notes and the original notes. It may not contain all the information that is important to you in making your investment decision. More detailed information appears elsewhere in this prospectus and in our consolidated financial statements and accompanying notes that we incorporate by reference. “The Exchange Offer” and the “Description of the New Notes” sections of this prospectus contain more detailed information regarding the terms and conditions of the exchange offer and the new notes.

Hughes Supply, Inc.

Our Business

Founded in 1928, we are one of the largest diversified wholesale distributors of construction, repair and maintenance-related products in the United States. We distribute over 350,000 products to more than 100,000 customers through 503 branches located in 40 states and two Canadian provinces. Our principal customers include water and sewer, plumbing, electrical, and mechanical contractors; public utilities; municipalities; property management companies; and industrial companies. Although we have a national presence, we operate principally in the southeastern and southwestern United States, from which we derived 48% and 25%, respectively, of our net sales for the fiscal year ended January 31, 2005. We operate in 14 of the 15 fastest growing states in the United States, which collectively contributed 76% of our consolidated net sales during the fiscal year ended January 31, 2005.

We manage our business on a product line basis and report the results of our operations in seven operating segments and an Other category. During the fourth quarter of fiscal year 2005, we revised our segment reporting to include the Building Materials product line as its own separate operating segment due to the growth of and allocation of management resources to this product line. The seven operating segments are Water & Sewer; Plumbing/Heating, Ventilating and Air Conditioning (“HVAC”); Utilities; Maintenance, Repair and Operations (“MRO”); Electrical; Industrial Pipe, Valves and Fittings (“PVF”); and Building Materials. We include our Fire Protection and Mechanical product lines in the “Other” category. Our segments are complementary, enabling us to be a single-source provider and providing us with opportunities to secure a larger share of our customers’ business. Our customers use our products for commercial, residential, industrial and public infrastructure construction projects, and related maintenance, repair and operations. We believe the diversity of the end-markets we serve and our broad offering of replacement, repair and maintenance products help lessen the impact on us of the seasonality and cyclicality that affect the construction industry as a whole.

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We believe that our more than 76 years of experience delivering superior customer service, the depth and breadth of our product offerings, and our sales force’s extensive technical expertise, make us a market leader in our businesses. The following table illustrates our estimated domestic market position (based on net sales) in each of our product lines, the primary end-markets served and the principal products sold:

Product Lines	Market Position	Primary End- Markets Served	Principal Products
Water & Sewer	#2 Nationally	Residential, Commercial, Public Infrastructure	Piping products, fire hydrants, water meters, storm drains, irrigation products, concrete vaults
Plumbing/HVAC	#2 Nationally	Residential, Commercial, Industrial	Plumbing fixtures and related fittings, plumbing accessories and supplies, HVAC equipment and parts
Utilities	#1 Nationally	Public Infrastructure	Electrical transmission and distribution equipment, wire and cable, energy products
MRO	#1 Nationally in Apartment MRO Market	Commercial	Plumbing and electrical supplies, appliances and parts, hardware and janitorial supplies, HVAC equipment and parts, door and window parts
Electrical	Market Leader in Southeast	Commercial, Residential, Industrial	Wire management products, electrical distribution equipment, wire and cable, automation equipment, data/communications products
Industrial PVF	Market Leader in Southwest	Industrial	Pipe, valves, flanges, fittings, plate, sheet, tubing
Building Materials	Market Leader in Southeast	Commercial, Industrial, Public Infrastructure	Rebar fabrication, lumber, wire mesh, concrete and masonry supplies, bridge rail, overhang brackets, tilt-up bracing rental and lifting/bracing inserts, bearing pads, sealants, waterproofing and fire-proofing materials
Other	Not Applicable	Commercial, Residential, Industrial	Fire protection products include sprinkler heads/devices, steel pipe and fittings, backflow prevention devices, valves, and hydrants. Mechanical products include pipe, valves, and fittings, steam traps, actuators, valve positioners, gauges

Our headquarters are located at One Hughes Way, Orlando, Florida 32805. Our telephone number is (407) 841-4755, and our website is www.hughessupply.com. The information provided on our website is not part of this prospectus.

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Summary of the Exchange Offer

On October 12, 2004, we completed a private placement of $300,000,000 of our 5.50% Senior Notes due 2014, which we refer to in this prospectus as the “original notes.” These original notes were not registered under the Securities Act of 1933, as amended, which we refer to in this prospectus as the Securities Act. Therefore, the original notes are subject to significant restrictions on resale. Accordingly, when we sold these original notes, we entered into a registration rights agreement with the initial purchasers that requires us to deliver to you this prospectus and to permit you to exchange your original notes for notes, which we refer to in this prospectus as the “new notes,” that are registered under the Securities Act. The original notes and the new notes are collectively referred to in this prospectus as the “notes.” The terms of the new notes will be substantially identical to the terms of the original notes, except that the new notes will not contain transfer restrictions and will not have the registration rights that apply to the original notes nor entitle their holders to liquidated damages for our failure to comply with these registration rights. The new notes will be issued under the same indenture under which the original notes were issued, as such indenture has been amended to date, and, as a holder of the new notes, you will be entitled to the same rights under the indenture that you had as a holder of original notes. The original notes and the new notes will be treated as a single series of notes under the indenture.

Set forth below is a summary description of the terms of the exchange offer.

Issuer Hughes Supply, Inc.

Original Notes $300,000,000 aggregate principal amount of 5.50% Senior Notes due 2014, which were issued on October 12, 2004.

New Notes $300,000,000 aggregate principal amount of 5.50% Senior Notes due 2014, which we are offering in the exchange offer.

The Exchange Offer We are offering to issue the new notes in exchange for a like principal amount of outstanding original notes that we issued on October 12, 2004. Outstanding original notes may be exchanged only in integral multiples of $1,000. We are conducting this exchange offer to satisfy our obligations contained in the registration rights agreement we entered into when we sold the original notes in transactions pursuant to Rule 144A under the Securities Act. The original notes were subject to transfer restrictions that will not apply to the new notes so long as you are acquiring the new notes in the ordinary course of your business, you are not participating in a distribution of the new notes and you are not an affiliate of ours.

No Cash Proceeds We will not receive any proceeds from the issuance of the new notes.

Tenders, Expiration Date, Withdrawal The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2005, unless it is extended. To tender your original notes you must follow the detailed procedures described under the heading “The Exchange Offer—Procedures for Tendering” including special procedures for certain beneficial owners and broker-dealers. If you decide to exchange your original notes for new notes, you must acknowledge that you do not intend to engage in and have no arrangement with any person to participate in a distribution of the new notes. If you decide to tender your original notes pursuant to the exchange offer, you may withdraw them at any time prior to 5:00 p.m., New York City time, on the expiration date.

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Federal Income Tax Consequences Your exchange of original notes for new notes pursuant to the exchange offer will not result in a gain or loss to you. See “Important Federal Income Tax Consequences.”

Exchange Agent U.S. Bank National Association is the exchange agent for the exchange offer. Questions regarding the exchange of original notes or the exchange offer generally should be directed to the exchange agent at one of its addresses specified under the heading “The Exchange Offer— Exchange Agent.”

Effect on Holders of Original Notes In connection with the sale of the original notes, we entered into a registration rights agreement with the initial purchasers of the original notes, which agreement grants the holders of original notes registration rights. By making this exchange offer, we will have fulfilled most of our obligations under the registration rights agreement. Accordingly, we will not be obligated to pay liquidated damages as described in the registration rights agreement. If you do not tender your original notes in the exchange offer, you will continue to be entitled to all the rights and limitations applicable to the original notes as set forth in the indenture, except we will not have any further obligation to you to provide for the registration of the original notes under the registration rights agreement and we will not be obligated to pay liquidated damages as described in the registration rights agreement, except in certain limited circumstances.

Trading Market To the extent that original notes are tendered and accepted in the exchange offer, your ability to sell untendered, and tendered but unaccepted, original notes could be adversely affected. There may be no trading market for the original notes.

Treatment of Accrued Interest Any interest that has accrued on the original notes before their acceptance or exchange in this exchange offer will be included in the interest paid on the new notes on the first interest payment date after the conclusion of the exchange offer.

Conditions to the Exchange Offer The exchange offer is subject to the conditions that:

• it shall be permissible under applicable law and Securities and Exchange Commission, or SEC, policy; and

• there is no action or proceeding, pending or threatened, that would impair our ability to proceed with the exchange offer.

Procedures for Tendering Original Notes If you wish to participate in the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with your original notes and any other required documents, to the exchange agent at the address set forth on

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the cover page of the letter of transmittal. If you hold original notes through The Depository Trust Company, or DTC, and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC, by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:

(1) you are not an “affiliate” of Hughes Supply or the guarantors of the notes within the meaning of Rule 405 under the Securities Act;

(2) you are not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the new notes;

(3) you are acquiring the new notes in the ordinary course of your business; and

(4) if you are a broker-dealer and receive new notes for your own account in exchange for original notes that you acquired as a result of market-making or other trading activities, that you will deliver a prospectus, as required by law, in connection with any resale or other transfer of such new notes.

If you are an affiliate of Hughes Supply or the guarantors of the notes, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the new notes, or are not acquiring the new notes in the ordinary course of your business, you cannot rely on the applicable positions and interpretations of the staff of the SEC and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale or other transfer of the new notes.

Special Procedures for Beneficial Owners If you are a beneficial owner of original notes that are held in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender those original notes in the exchange offer, you should contact such person promptly and instruct such person to tender those original notes on your behalf.

Guaranteed Delivery Procedures If you wish to tender your original notes and your original notes are not immediately available or you cannot deliver your original notes, the letter of transmittal and any other documents required by the letter of transmittal or you cannot comply with the DTC procedures for book-entry transfer prior to the expiration date, you must tender your original notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offer—Guaranteed Delivery Procedures.”

Resales Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties referred to below, we believe that you

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may resell or otherwise transfer new notes issued in the exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act, if:

(1) you are not an “affiliate” of Hughes Supply or any guarantor of the notes within the meaning of Rule 405 under the Securities Act;

(2) you are not a broker-dealer tendering original notes acquired directly from us;

(3) you are not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the new notes; and

(4) you are acquiring the new notes, and acquired the original notes being exchanged, in the ordinary course of your business.

If you are an affiliate of Hughes Supply or the guarantors of the notes, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the new notes, or are not acquiring the new notes in the ordinary course of your business:

(1) you cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co., Inc. (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling (available July 2, 1993), or similar no-action letters; and

(2) in the absence of an exception from the position of the SEC stated in (1) above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale or other transfer of the new notes.

If you are a broker-dealer and receive new notes for your own account in exchange for original notes that you acquired as a result of market-making or other trading activities, you must acknowledge that you will deliver a prospectus, as required by law, in connection with any resale or other transfer of the new notes that you receive in the exchange offer. Furthermore, any broker-dealer that acquired any of its original notes directly from us must be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction. See “Plan of Distribution.”

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Summary of the Terms of the New Notes

The terms of the new notes are identical in all material respects to the terms of the original notes, except that the new notes will not contain terms with respect to transfer restrictions or liquidated damages upon a failure to fulfill certain of our obligations under the registration rights agreement. The new notes will evidence the same debt as the original notes. The new 5.50% Senior Notes due 2014 will be governed by the indenture under which the original 5.50% Senior Notes due 2014 were issued, as such indenture has been amended to date.

Issuer Hughes Supply, Inc.

Notes Offered $300,000,000 aggregate principal amount of 5.50% Senior Notes due 2014, which we are offering in the exchange offer.

Maturity Date The new notes will mature on October 15, 2014.

Interest Payment Dates We will pay interest on the new notes on April 15 and October 15 of each year, beginning October 15, 2005, and on the date of maturity.

Ranking The new notes will be senior unsecured obligations of Hughes Supply. The new notes will rank equally with any existing and future unsecured senior debt of Hughes Supply and will rank senior to any existing and future subordinated debt of Hughes Supply.

Guarantees The new notes will be unconditionally guaranteed, on a joint and several, senior unsecured basis, by substantially all of our subsidiaries. To the extent that any subsidiary guarantor is released under our revolving credit agreement and our senior notes due 2005 through 2013 (including, without limitation, upon the termination thereof, or a refinancing with a facility or notes not requiring such guarantees), such subsidiary guarantor may also be released under the new notes. In addition, if, in the future, any of our other subsidiaries guarantees our obligations under our revolving credit agreement or our senior notes due 2005 through 2013 (or any refinancing or replacement thereof), such subsidiary will be required promptly to provide a full and unconditional guarantee of the new notes.

Optional Redemption We may redeem all or part of the new notes at any time at a “make-whole” redemption price, together with accrued and unpaid interest on such new notes to the redemption date, subject to certain conditions. See “Description of the Notes—Optional Redemption.”

Absence of Established Market for the New Notes The new notes will be new securities for which there is currently no market. Although certain of the initial purchasers have informed us that they intend to make a market in the new notes, they are not obligated to do so and may discontinue market-making at any time without notice. Accordingly, we cannot assure you that a liquid market for the new notes will develop or be maintained. We do not intend to apply for a listing of the new notes on any securities exchange or automated dealer quotation system.

Risk Factors You should carefully consider the information set forth in the section entitled “Risk Factors” and the other information in this prospectus in deciding whether to participate in the exchange offer.

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RISK FACTORS

You should consider carefully the following risk factors in addition to the other information in this prospectus and the documents incorporated by reference in this prospectus before deciding whether to participate in the exchange offer.

Our business is subject to significant risks. You should carefully consider the risks and uncertainties described below and in the other information included or incorporated by reference in this prospectus, including our consolidated financial statements and the notes to those statements. If any of the events described below actually occur, our business, financial condition or results of operations could be materially and adversely affected.

Risks Related to the Exchange Offer

If you choose not to exchange your original notes in the exchange offer, the transfer restrictions currently applicable to your original notes will remain in force and the market price of your original notes could decline.

If you do not exchange your original notes for new notes in the exchange offer, then you will continue to be subject to the transfer restrictions on the original notes as set forth in the offering memorandum distributed in connection with the private offering of the original notes. In general, the original notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the original notes under the Securities Act. You should refer to “Summary—Summary of the Exchange Offer” and “The Exchange Offer” for information about how to tender your original notes.

The tender of original notes under the exchange offer will reduce the principal amount of the original notes outstanding, which may have an adverse effect upon, and increase the volatility of, the market price of the original notes due to reduction in liquidity.

You must follow the procedures of the exchange offer carefully in order to receive new notes.

If you do not follow the procedures described herein, you will not receive any new notes. The new notes will be issued to you in exchange for original notes only after timely receipt by the exchange agent of your original notes and either:

• a properly completed and executed letter of transmittal and all other required documents; or

• a book-entry delivery by electronic transmittal of an agent’s message through the Automated Tender Offer Program of DTC.

If you want to tender your original notes in exchange for new notes, you should allow sufficient time to ensure timely delivery. No one is under any obligation to give you notification of defects or irregularities with respect to tenders of original notes for exchange. For additional information, see the section captioned “The Exchange Offer” in this prospectus.

Risks Related To Our Business

We operate in a highly competitive marketplace, which may result in decreased demand or prices for our products.

The wholesale construction, repair and maintenance distribution industry is highly competitive and fragmented. The principal competitive factors in our business include, but are not limited to:

• availability of, and ability to deliver, materials and supplies;

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• technical product knowledge and expertise as to application and usage;

• advisory or other service capabilities;

• ability to build and maintain customer relationships;

• effective use of technology to identify sales and operational opportunities;

• pricing of products; and

• availability of credit.

Our competition includes other wholesalers, manufacturers that sell products directly to their respective customer base and some of our customers that resell our products. To a limited extent, retailers in the markets for plumbing, electrical fixtures and supplies, building materials, MRO supplies and contractors’ tools also compete with us. Competition varies depending on product line, customer classification and geographic market. We may not be successful in responding effectively to competitive pressures, particularly from competitors with substantially greater financial and other resources than us. Furthermore, because of the fragmented nature of the markets in which we operate, we are also susceptible to being underbid by local competition.

Delays in the implementation of our new Hughes Unified operating system, or interruptions in the proper functioning of our information systems, could disrupt our operations and cause unanticipated increases in our costs or decreases in our revenues, or both.

We continue to implement our Hughes Unified operating system and expect implementation to be completed for our existing Hughes businesses within the next year. Subsequent acquisitions could extend the time frame an additional year for those businesses exclusively. We believe that this time frame will enable us to reduce implementation-related risk, minimize customer disruption, reduce system outages and disruptions and spread implementation costs. Delays in the successful implementation of the new systems or their failure to meet our expectations could result in adverse consequences, including disruption of operations or unanticipated increases in costs. In addition, the proper functioning of our information systems is critical to the successful operation of our business. Although we protect our information systems through physical and software safeguards and we have back-up remote processing capabilities, these information systems are still vulnerable to natural disasters, power losses, telecommunications failures, physical or internet access intrusions and similar events. If our critical information systems fail or are otherwise unavailable, we would have to accomplish these functions manually, which could temporarily affect our ability to process orders, identify business opportunities, maintain proper levels of inventories, bill accounts receivable and pay expenses.

We rely heavily on our key personnel and the loss of one or more of these individuals could harm our ability to carry out our business strategy.

We believe that our ability to implement our business strategy and our continued success will largely depend upon the efforts, skills, abilities and judgment of our executive management team. Our success also depends to a significant degree upon our ability to recruit and retain our highly knowledgeable sales personnel and our sales and marketing, operations and other senior managers. We may not be successful in attracting and retaining these employees or in managing our growth successfully, which may in turn have an adverse effect on our results of operations and financial condition.

We may not be able to efficiently or effectively integrate newly-acquired businesses into our business or achieve expected profitability from our acquisitions.

Integrating newly-acquired businesses involves a number of risks, including:

• unforeseen difficulties in integrating operations and systems;

• problems assimilating and retaining the employees of the acquired company or our employees;

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• challenges in retaining customers of the acquired company or our customers following the acquisition;

• problems implementing disclosure controls and procedures;

• unforeseen difficulties extending internal control over financial reporting and performing the required assessment at the newly-acquired business;

• potential adverse short-term effects on operating results through increased costs or otherwise; and

• the possibility that management may be distracted from regular business concerns by integration activities and related problem-solving.

If we are unable to effectively integrate strategic acquisitions, our business, results of operations and financial condition could be materially and adversely affected.

We may be unable to achieve our enhanced profitability goals.

We have set goals to progressively improve our profitability ratio over time by enhancing our gross margin ratio and reducing our expense ratio. There can be no assurance that we will achieve our enhanced profitability goals. Factors that could significantly adversely affect our efforts to achieve these goals include, but are not limited to, the following:

• failure to improve our revenue mix by investing (including through acquisitions) in businesses that provide higher margins than we have been able to generate historically;

• failure to increase our rebates from vendors through our vendor consolidation initiatives;

• failure to improve our ability to manage prices with customers through the utilization of improved information technology;

• failure to reduce our overhead and support expenses following the full implementation of our new advanced distribution operating and financial management systems; and

• delays in implementing, or unexpected costs associated with, the continued rationalization of our branch distribution and support network.

Our results of operations are affected by changes in commodity prices and product demand.

Rising commodity prices can have a positive effect on our gross margins in periods of strong product demand or a negative effect when product demand is weak. During periods of rapid price decline, particularly during periods of weak demand, our net sales and gross margins could be negatively affected. As the value of our inventories and related cost of sales are determined by the moving average cost method, the impact of any commodity price changes on our cost of sales will generally occur later than the impact resulting from such changes on our net sales. Our financial results in fiscal year 2005 benefited from the effect of rising prices in the major commodities used in products we distribute, together with strong product demand. If we are negatively impacted by the factors described above, we may not be able to maintain the level of gross margins we experienced in fiscal year 2005.

We have substantial fixed costs and, as a result, our operating income is sensitive to changes in our net sales.

A significant portion of our expenses are fixed costs, which do not fluctuate with net sales. Consequently, a percentage decline in our net sales has a greater percentage effect on our operating income. Any decline in our net sales could cause our profitability to be adversely affected. Moreover, a key element of our strategy is managing our assets, including our substantial fixed assets, more effectively, including through sales or other disposals of excess assets. Though we have been able to successfully leverage and manage our fixed assets in fiscal year 2005 through several sale-leaseback transactions and other asset disposals, our failure to rationalize our fixed assets in the time and within the costs we expect could have an adverse effect on our results of operations and financial condition.

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Because our business is working capital intensive, we rely on our ability to manage our product purchasing and customer credit policies.

Our operations are working capital intensive, and our investments in inventories, accounts receivable and accounts payable are significant components of our net asset base. We manage our inventories and accounts payable through our purchasing policies and our accounts receivable through our customer credit policies. Approximately 94% of our net sales are credit sales, and although we take measures to secure lien and bond rights, where available, our customers’ ability to pay may depend on the economic strength of the construction industry and regional economies. If we fail to adequately manage our product purchasing or customer credit policies, our working capital and financial condition may be adversely affected.

We depend on our vendors for materials and supplies. Unexpected product shortages could interrupt our operations and adversely affect our results of operations and financial condition.

In total, we purchase materials and supplies from over 12,000 manufacturers and other vendors, no one of which accounted for more than 5% of our total material and supply purchases during fiscal year 2005. Despite this widely diversified base of manufacturers and vendors, we may still experience shortages as a result of unexpected industry demand or production difficulties. If this were to occur and we were unable to obtain a sufficient allocation of products from other manufacturers and vendors, there could be a short-term adverse effect on our results of operations and a long-term adverse effect on our customer relationships and reputation. In addition, we have strategic relationships with key vendors. In the event we are unable to maintain those relationships, we may lose some of the competitive pricing advantages that those relationships offer us, which could, in turn, adversely affect our results of operations and financial condition.

We may not be successful in identifying and consummating future acquisitions, which is an important element of our business strategy.

We intend to continue to grow, in part, through strategic acquisitions. We compete with a number of other companies in pursuing acquisitions, and some of those competitors may be more successful than us in completing future strategic acquisitions. Moreover, acquisitions we propose to make may be subject to antitrust reviews and may face other regulatory challenges. In addition, we may require additional debt or equity financing to fund future acquisitions, and financing may not be available or may only be available on terms we consider unfavorable. As a result of these and other factors, our ability to identify and consummate future acquisitions is uncertain.

If we become subject to material liabilities under our self-insured programs, our financial results may be adversely affected.

We provide workers’ compensation, automobile and product/general liability coverage through a program that is partially self-insured. In addition, we provide medical coverage to our employees through a partially self- insured preferred provider organization. Though we believe that we have adequate insurance coverage in excess of self-insured retention levels, our results of operations and financial condition may be adversely affected if the number and severity of insurance claims increase.

Our indebtedness could limit our ability to operate our business, obtain additional financing and pursue other business opportunities.

As of January 31, 2005, our outstanding indebtedness was $545.7 million compared to shareholders’ equity of $1.25 billion. Our debt level may restrict our pursuit of new acquisition opportunities, require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness and prevent us from obtaining additional financing. Our failure to make required debt payments could result in an acceleration of our indebtedness, causing our outstanding indebtedness to become immediately due and payable. In addition, our

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revolving credit agreement requires us to meet specific financial and financial ratio tests on an ongoing basis. Our failure to meet those tests could limit our ability to borrow additional funds under that agreement and could result in an event of default, which, if left uncured, could lead to an acceleration of our indebtedness. We use those borrowings for working capital and general corporate purposes. A limitation on our ability to obtain additional revolving loans could materially and adversely affect our business.

Risks Related to Our Industry

Our operating results depend on the strength of the general economy, which is beyond our control.

Demand for our products and services depends to a significant degree on construction, repair and maintenance spending in the commercial, residential, industrial and public infrastructure markets. The level of activity in these end markets depends on a variety of factors that we cannot control, including:

• In the commercial market, vacancy rates, interest rates, the availability of financing and regional and general economic conditions;

• In the residential market, new housing starts and residential renovation projects, which are influenced by interest rates, availability of financing, housing affordability, unemployment, demographic trends, gross domestic product growth and consumer confidence;

• In the industrial market, capital spending, the industrial economic outlook, corporate profitability, interest rates and capacity utilization; and

• In the public infrastructure market, interest rates, availability of public funds and general economic conditions.

Although we have diversified our business to reduce our exposure to the seasonality and cyclicality of the construction markets through our focus on expanding our MRO and other replacement-related businesses, we continue to be sensitive to changes in the economy, which may adversely affect our results of operations and financial condition. We are especially susceptible to economic fluctuations in Florida, Texas, Georgia, North Carolina, California and Arizona, which collectively accounted for approximately 64% of our consolidated net sales in fiscal year 2005. Weather conditions can also affect the timing of construction and the demand for our products and services.

Fluctuating commodity prices may adversely impact our operating results.

The cost of steel, aluminum, copper, nickel alloys, polyvinyl chloride (pvc) and other commodities used in products distributed by us can be volatile. Market demand for these products drives cost volatility, and market demand is beyond our control. Although we attempt to pass increased costs to our customers, we are not always able to do so quickly or at all. Significant fluctuations in the cost of such commodities have adversely affected and in the future may adversely affect our results of operations and financial condition.

The movement of manufacturing facilities overseas may adversely affect our operating results.

The U.S. manufacturing industry has experienced, and is expected to continue to experience, a shift in production to overseas facilities. This shift has resulted in the closings of existing facilities in the United States, which from time to time has reduced, and may in the future reduce, the amount of our business in our Industrial PVF segment. If additional U.S. operations of our customers are moved overseas or if new plant construction in the United States continues to decline, our results of operations and financial condition may be adversely affected.

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Risks Related to the Notes

Incurrence of additional debt could adversely affect our ability to repay the notes.

You will be in the same position as the creditors of our other senior unsecured debt. At January 31, 2005, our amount of secured debt was $8.7 million and we had $499.6 million available to borrow under our revolving credit agreement. We are not obligated to repay the notes prior to repaying any of our other senior unsecured debt. You should also understand that the indenture permits us and our subsidiaries to borrow additional funds. As a result, any new senior unsecured debt that we incur will have the same repayment priority as the notes, and any senior secured debt will rank higher than the notes to the extent that it is secured by collateral. At January 31, 2005, our total unsecured debt was $537.0 million.

A court may void the guarantees of the notes or subordinate such guarantees to other obligations of the subsidiary guarantors.

Although standards may vary depending on the applicable law, generally under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer laws, if a court were to find that, among other things, at the time any subsidiary guarantor incurred the debt evidenced by its guarantee, the subsidiary guarantor either:

• received less than reasonable equivalent value or fair consideration for the incurrence of its guarantee and

• was insolvent or rendered insolvent by reason of the incurrence of the guarantee;

• was engaged or about to engage in a business or transaction for which that subsidiary guarantor’s remaining assets constituted unreasonably small capital;

• was a defendant in an action for money damages, or had a judgment for money damages docketed against it, if in either case, after a final judgment, the judgment were unsatisfied; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature;

or

• incurred the guarantee or made related distributions or payments with the intent of hindering, delaying or defrauding creditors,

there is a risk that the guarantee of that subsidiary guarantor could be voided by the court, or claims by the trustee under the guarantee could be subordinated to other debts of that subsidiary guarantor. In addition, any payment by the subsidiary guarantor pursuant to its guarantee could be required to be returned to that subsidiary guarantor, or to a fund for the benefit of the creditors of that subsidiary guarantor.

Changes in our credit ratings or the financial and credit markets could adversely affect the market price of the notes.

The market price of the notes will be based on a number of factors, including:

• our ratings with major credit rating agencies;

• the prevailing interest rates being paid by companies similar to us; and

• the overall condition of the financial and credit markets.

The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Fluctuations in these factors could have an adverse effect on the price of the notes.

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In addition, credit rating agencies continually revise their ratings for the companies that they follow, including us. The credit rating agencies also evaluate the industries in which we operate as a whole and may change their credit rating for us based on their overall view of our industries. We cannot be sure that credit rating agencies will maintain their ratings on the notes. A negative change in our credit ratings could have an adverse effect on the price of the notes.

There is no public trading market for the notes.

The notes are a new issue of securities for which there is currently no established trading market. We do not intend to have the notes listed on a national securities exchange or an automated dealer quotation system. In addition, although the initial purchasers of the notes have advised us that they currently intend to make a market in the notes, they are not obligated to do so, and may discontinue market-making activities at any time without notice. If an active market does not develop or is not maintained, the market price and liquidity of the notes may be adversely affected. We cannot assure you as to the liquidity of the market for the notes or the prices at which you may be able to sell the notes.

In addition, any holder of original notes who tenders in the exchange offer for the purpose of participating in a distribution of the new notes may be deemed to have received restricted securities, and if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Broker-dealers or noteholders may become subject to the registration and prospectus delivery requirements of the Securities Act.

Any broker-dealer that:

• is participating, intends to participate or has any arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the new notes; or

• tenders original notes in the exchange offer that were acquired directly from us;

may be deemed to have received restricted securities and may be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that broker-dealer. Any profit on the resale of the new notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act. In addition, any broker-dealer that will receive new notes for its own account in exchange for original notes that were acquired as a result of market-making activities or other trading activities may be deemed an “underwriter” within the meaning of the Securities Act. Any such broker-dealer will be required to acknowledge that it will deliver this prospectus in connection with any resale of these new notes.

In addition to broker-dealers, any noteholder that is participating, intends to participate or has any arrangement or understanding with any person to participate in a distribution of the new notes or who does not acquire the new notes in the ordinary course of its business or who holds any original notes to be exchanged in the exchange offer that were acquired other than in the ordinary course of business, may be deemed to have received restricted securities and may be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that noteholder.

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RATIO OF EARNINGS TO FIXED CHARGES

The following are the unaudited consolidated ratios of earnings to fixed charges for each of the fiscal years in the five fiscal year period ended January 31, 2005.

	Fiscal Years Ended
	2005	2004	2003	2002	2001
Ratio of earnings to fixed charges	4.6	2.7	3.1	2.4	2.4

For purposes of calculating the ratio of earnings to fixed charges, “earnings” consist of the sum of income before taxes plus fixed charges (exclusive of capitalized interest) and amortization of previously capitalized interest. “Fixed charges” consist of the sum of interest expense (including capitalized interest), amortization of debt issuance costs and the portion of rent expense deemed to represent interest. A statement setting forth the computation of the ratio of earnings to fixed charges is filed as an exhibit to the registration statement of which this prospectus is a part.

USE OF PROCEEDS

This exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any proceeds from the issuance of the new notes and have agreed to pay the expenses of the exchange offer. In consideration for issuing the new notes as contemplated in the registration statement of which this prospectus is a part, we will receive in exchange original notes in like principal amount. The form and terms of the new notes are identical in all material respects to the form and terms of the original notes, except as otherwise described herein under “The Exchange Offer—Terms of the Exchange Offer.” The original notes surrendered in exchange for the new notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the new notes will not result in any increase in our outstanding debt.

The net proceeds of the offering of the original notes were approximately $295.7 million. The net proceeds from the offering of the original notes and the proceeds from our registered offering of our common stock, which was conducted concurrently with the offering of the original notes, have been and will be used for acquisition of businesses, the repayment of then-outstanding borrowings under our revolving credit agreement, payment of scheduled principal amortization and interest on our senior notes due 2005 through 2013, capital expenditures, working capital needs, and other general corporate purposes.

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CAPITALIZATION

The following table sets forth our capitalization as of January 31, 2005. This table should be read in conjunction with our consolidated financial statements and the related notes thereto and the other financial information included and incorporated by reference in this prospectus.

	As of January 31, 2005
	(in millions)
Cash and cash equivalents	$	213.2
Long-term debt (including current portion):
Senior notes due 2005 through 2013	$	237.2
5.50% senior notes due 2014, net of discount		298.4
Fair value hedge carrying value adjustment		1.4
Other notes payable		8.7
Total debt	$	545.7
Shareholders’ equity:
Preferred stock (10,000,000 shares authorized, none issued)	$	—
Common stock (100,000,000 shares authorized; 66,214,127 shares issued)		66.2
Capital in excess of par value		629.4
Retained earnings		573.3
Accumulated other comprehensive income, net of tax		2.0
Unearned compensation related to outstanding restricted stock		(17.0	)
Total shareholders’ equity	$	1,253.9
Total capitalization	$	1,799.6

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SELECTED CONSOLIDATED FINANCIAL DATA

The following tables set forth our selected consolidated financial data for, and as of, each of the fiscal years ended January 31, 2005, January 30, 2004, January 31, 2003, January 25, 2002 and January 26, 2001. We derived the selected consolidated financial data as of and for the fiscal years ended January 31, 2005, January 30, 2004, January 31, 2003, January 25, 2002 and January 26, 2001 from our audited consolidated financial statements and related notes. For fiscal years prior to fiscal year 2005, our fiscal year was a 52- or 53-week period ending on the last Friday in January. Fiscal year 2003 contained 53 weeks while the remaining fiscal years set forth below contained 52 weeks. Beginning in fiscal year 2005 and thereafter, our fiscal year is a 52-week period ending on January 31. The selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as our financial statements, notes to those statements and other financial information incorporated by reference in this prospectus.

	Fiscal Years Ended
	January 31, 2005(1)(2)(3)			January 30, 2004 (2)(3)			January 31, 2003(3)			January 25, 2002			January 26, 2001
	(in millions, except per share data)
Statement of Income:
Net sales	$	4,422.6		$	3,253.4		$	3,066.3		$	3,037.7		$	3,310.2
Cost of sales		3,383.3			2,519.7			2,356.6			2,340.6			2,565.1
Gross margin		1,039.3			733.7			709.7			697.1			745.1
Selling, general and administrative expenses		791.3			589.8			568.0			564.0			590.6
Depreciation and amortization(4)		27.1			21.2			20.5			31.1			32.6
Impairment of long-lived assets		—			—			—			0.7			15.6
Total operating expenses		818.4			611.0			588.5			595.8			638.8
Operating income		220.9			122.7			121.2			101.3			106.3
Interest expense		30.6			34.6			30.3			35.9			43.3
Interest and other income		8.0			6.4			7.3			9.3			17.7	(5)
Income before income taxes		198.3			94.5			98.2			74.7			80.7
Income taxes		74.6			36.8			40.1			30.6			34.2
Net income	$	123.7		$	57.7		$	58.1		$	44.1		$	46.5
Earnings per share: (6)
Basic	$	2.01		$	1.26		$	1.25		$	0.95		$	1.00
Diluted	$	1.95		$	1.23		$	1.23		$	0.94		$	0.99
Dividends declared per share (6)	$	0.260		$	0.200		$	0.178		$	0.170		$	0.170
Weighted-average shares outstanding: (6)
Basic		61.4			45.9			46.4			46.4			46.5
Diluted		63.4			47.0			47.3			46.8			47.2
Balance Sheet Data:
Cash and cash equivalents	$	213.2		$	8.3		$	1.7		$	6.8		$	22.4
Working capital (including cash)		915.3			603.6			558.8			588.3			679.1
Total assets		2,530.3			1,881.3			1,434.9			1,293.2			1,406.7
Total debt		545.7			413.3			441.9			422.9			531.5
Shareholders’ equity		1,253.9			1,012.0			644.8			594.5			570.0
Consolidated Statement of Cash Flows Data:
Cash flow provided by operating activities	$	145.2		$	145.9		$	112.4		$	143.0		$	56.0
Cash flow used in investing activities		(191.0	)		(291.5	)		(42.2	)		(22.5	)		(39.0	)
Cash flow provided by (used in) financing activities		250.7			152.2			(75.3	)		(136.1	)		(4.6	)
Increase (decrease) in cash and cash equivalents		204.9			6.6			(5.1	)		(15.6	)		12.4

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(1) Includes the results of operations of Southwest Power, Inc. and Western States Electric, Inc. and their subsidiaries; Todd Pipe & Supply; and Standard Wholesale Supply Company from the acquisition dates of November 1, 2004, May 28, 2004, and May 3, 2004, respectively.

(2) Includes the results of operations of Century Maintenance Supply, Inc. and Marden Susco, LLC from the acquisition dates of December 19, 2003 and August 4, 2003, respectively.

(3) Includes the results of operations of Utiliserve Holdings, Inc. and its subsidiaries from the acquisition date of August 9, 2002.

(4) Effective January 26, 2002, we adopted Statement of Financial Accounting Standards (SFAS) 142, Goodwill and Other Intangible Assets. Under SFAS 142, goodwill is no longer amortized.

(5) Includes an $11.0 million gain on the sale of our Pool & Spa business in January 2001 for $48.0 million.

(6) Share and per-share data for all fiscal years presented reflect the two-for-one stock split effective September 22, 2004.

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THE EXCHANGE OFFER

General

Hughes Supply hereby offers to exchange in respect of any and all of the 5.50% Senior Notes due 2014 a like principal amount of new notes on the terms and subject to the conditions set forth in this prospectus and accompanying letter of transmittal. We refer to this offer as the “exchange offer.” You may tender some or all of your original notes pursuant to the exchange offer.

As of the date of this prospectus, $300,000,000 aggregate principal amount of the 5.50% Senior Notes due 2014 is outstanding. This prospectus, together with the letter of transmittal, is first being sent to all holders of original notes known to us on or about                 , 2005. Hughes Supply’s obligation to accept original notes for exchange pursuant to the exchange offer is subject to certain conditions set forth under “—Conditions to the Exchange Offer” below. Hughes Supply currently expects that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose of the Exchange Offer

We issued the original notes on October 12, 2004 to the initial purchasers pursuant to a purchase agreement dated October 5, 2004 between us and certain subsidiary guarantors and the initial purchasers. The initial purchasers subsequently sold the original notes to “qualified institutional buyers,” as defined in Rule 144A under the Securities Act, in reliance on Rule 144A under the Securities Act. As a condition to the initial sale of the original notes, we, certain subsidiary guarantors and the initial purchasers entered into a registration rights agreement. Pursuant to the registration rights agreement, we agreed that we would:

• file with the SEC within 210 days after the original notes closing date, which is the date we sold the original notes to the initial purchasers, a registration statement under the Securities Act relating to a registered exchange offer;

• use our reasonable best efforts to cause such registration statement to become effective under the Securities Act within 300 days after the original notes closing date;

• keep the exchange offer open for at least 30 calendar days (or longer, if required by applicable law) after the date notice of the exchange offer is mailed to the holders of the original notes; and

• at the termination of the exchange offer issue new notes in exchange for all original notes validly tendered prior thereto in the exchange offer.

A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. The registration statement is intended to satisfy certain of our obligations under the registration rights agreement and the purchase agreement. If because of a change in current interpretations by the SEC, we are not permitted to effect such exchange offer, it is contemplated that we will instead file a shelf registration statement covering resales by the holders of the original notes and will use our reasonable best efforts to cause such shelf registration statement to become effective and to keep such shelf registration statement effective for a maximum of two years from the original notes closing date.

If we fail to comply with certain obligations under the registration rights agreement, we will be required to pay liquidated damages to holders of the original notes and the new notes required to be registered on a shelf registration statement pursuant to such registration rights agreement.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all original notes validly tendered and not withdrawn prior to the expiration date.

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We will issue to each holder new notes equal in principal amount to the principal amount of original notes validly tendered and not withdrawn by such holder pursuant to the exchange offer. Original notes may be tendered in the principal amount of $5,000 and integral multiples of $1,000 in excess thereof, provided that if fewer than all of the original notes of a holder are tendered for exchange, the untendered principal amount of the holder’s remaining original notes must be $5,000 or any integral multiple of $1,000 in excess thereof.

The new notes have substantially the same terms as the original notes except that:

• the exchange will be registered under the Securities Act and, therefore, the new notes will not bear legends restricting their transfer; and

• holders of the new notes will not be entitled to any of the registration rights of holders of original notes under the registration rights agreement, which rights will terminate upon the consummation of the exchange offer.

The new notes will evidence the same indebtedness as the original notes (which they replace) and will be issued under, and be entitled to the benefits of, the indenture, which also authorized the issuance of the original notes, such that the new notes and the original notes will be treated as a single class of securities under the indenture.

As of the date of this prospectus, $300,000,000 of 5.50% senior notes due 2014 are outstanding, all of which are registered in the name of Cede & Co., as nominee for DTC. Solely for reasons of administration, we have fixed the close of business on                 , 2005 as the record date for the exchange offer for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially. There will be no fixed record date for determining holders of the original notes entitled to participate in the exchange offer.

Holders of the original notes do not have any appraisal or dissenters’ rights under the Florida Business Corporation Act or the indenture in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement and the applicable requirements of the Securities Act and the rules and regulations of the SEC thereunder.

We shall be deemed to have accepted validly tendered original notes when, and if, we have given oral or written notice thereof to U.S. Bank National Association, the exchange agent. The exchange agent will act as agent for the tendering holders of original notes for the purpose of receiving the new notes from us.

Holders who tender original notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of original notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. See “—Fees and Expenses.”

Expiration Date; Extensions; Amendments

The term “expiration date” shall mean 5:00 p.m., New York City time, on                     , 2005, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” shall mean the latest date and time to which the exchange offer is extended.

If we determine to extend the exchange offer, we will, prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date:

• notify the exchange agent of any extension by oral or written notice; and

• issue a press release or other public announcement which shall include disclosure of the approximate principal amount of original notes deposited to date.

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We reserve the right, in our sole discretion:

• to delay accepting any original notes;

• to extend the exchange offer; or

• if, in the opinion of our counsel, the consummation of the exchange offer would violate any applicable law, rule or regulation or any applicable interpretation of the staff of the SEC, to terminate or amend the exchange offer by giving oral or written notice of such delay, extension, termination or amendment to the exchange agent. Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by a press release or other public announcement thereof.

If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose such amendment by means of a prospectus supplement that will be distributed to the registered holders of the original notes, and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the amendment and the manner of disclosure to the holders, if the exchange offer would otherwise expire during such five to ten business day period.

Without limiting the manner in which we may choose to make a public announcement of any delay, extension, amendment or termination of the exchange offer, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency.

Resale of the New Notes

With respect to the new notes, based upon interpretations by the staff of the SEC set forth in certain no-action letters issued to third parties, we believe that a holder who exchanges original notes for new notes in the ordinary course of business, who is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in a distribution of the new notes, and who is not an “affiliate” of ours within the meaning of Rule 405 of the Securities Act, will be allowed to resell new notes to the public without further registration under the Securities Act and without delivering to the purchasers of the new notes a prospectus that satisfies the requirements of Section 10 of the Securities Act. We do not intend to seek our own no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the new notes as it has in such no-action letters to third parties.

If any holder is an affiliate of ours or acquires new notes in the exchange offer for the purpose of distributing or participating in the distribution of the new notes, such holder:

• cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co., Inc. (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling (available July 2, 1993), or similar no-action letters; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available.

Each broker-dealer that receives new notes for its own account in exchange for original notes acquired by such broker-dealer as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of any new notes received in exchange for original notes acquired by such broker-dealer as a result of market-making or other trading activities. We will make this prospectus, as it may be amended or supplemented from time to time, available to any such broker-dealer that requests copies of such prospectus and the letter of transmittal for use in connection with any such resale for a period of up to 180 days after the expiration date. See “Plan of Distribution.”

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Procedures for Tendering

To tender in the exchange offer, a holder of original notes must either:

• complete, sign and date the letter of transmittal or facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal, and mail or otherwise deliver such letter of transmittal or such facsimile to the exchange agent; or

• if such original notes are tendered pursuant to the procedures for book-entry transfer set forth below, transmit an agent’s message (as defined below) to the exchange agent in lieu of the letter of transmittal,

in either case for receipt on or prior to the expiration date.

In addition:

• any certificates for such original notes must be received by the exchange agent along with the letter of transmittal;

• a timely confirmation of a book-entry transfer (a “book-entry confirmation”) of such original notes into the exchange agent’s account at DTC pursuant to the procedure for book-entry transfer described below, along with the letter of transmittal or an agent’s message, as the case may be, must be received by the exchange agent on or prior to the expiration date; or

• the holder must comply with the guaranteed delivery procedures described below.

The term “agent’s message” means a message, transmitted by DTC to the exchange agent’s account at DTC and received by the exchange agent and forming a part of the book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant that such participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such participant. To be tendered effectively, the letter of transmittal and other required documents, or an agent’s message in lieu thereof, must be received by the exchange agent at the address set forth below under “—Exchange Agent” prior to 5:00 p.m., New York City time, on the expiration date.

The tender by a holder that is not withdrawn prior to the expiration date will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.

The method of delivery of certificates for original notes, the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holder. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. Do not send the letter of transmittal or any certificates for original notes to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for such holders.

Any beneficial owner(s) of the original notes whose original notes are held through a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such intermediary promptly and instruct such intermediary to tender on such beneficial owner’s behalf. If such beneficial owner wishes to tender on its own behalf, such owner must, prior to completing and executing the letter of transmittal and delivering such owner’s original notes:

• make appropriate arrangements to register ownership of the original notes in such owner’s name; or

• obtain a properly completed bond power from the registered holder.

The transfer of registered ownership may take considerable time.

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Signatures on a letter of transmittal or a notice of withdrawal described below (see “—Withdrawal of Tenders”), as the case may be, must be guaranteed by an eligible institution unless the original notes tendered pursuant thereto are tendered:

• by a registered holder who has not completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible institution.

If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantee must be made by an eligible institution, which is a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States, or an “eligible guarantor institution” (within the meaning of Rule 17Ad-15 under the Exchange Act) and, in each instance, is a member of one of the recognized signature guarantee programs identified in the letter of transmittal.

If the letter of transmittal is signed by a person other than the registered holder of any original notes listed therein, such original notes must be endorsed or accompanied by a properly completed bond power, signed by such registered holder exactly as such registered holder’s name appears on such original notes.

In connection with any tender of original notes in definitive certificated form, if the letter of transmittal or any original notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may utilize DTC’s Automated Tender Offer Program to tender original notes.

All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered original notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right:

• to reject any and all original notes not properly tendered and any original notes our acceptance of which would, in the opinion of our counsel, be unlawful; and

• to waive any defects, irregularities or conditions of tender as to particular original notes.

Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities in connection with tenders of original notes, neither we, the exchange agent nor any other person shall incur any liability for failure to give such notification. Tenders of original notes will not be deemed to have been made until such defects or irregularities have been cured or waived.

While we have no present plan to acquire any original notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any original notes that are not tendered pursuant to the exchange offer, we reserve the right in our sole discretion to purchase or make offers for any original notes that remain outstanding subsequent to the expiration date and, to the extent permitted by applicable law, to purchase original notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

By tendering original notes pursuant to the exchange offer, each holder of original notes will represent to us that, among other things:

• the new notes to be acquired by such holder of original notes in connection with the exchange offer are being acquired by such holder in the ordinary course of business of such holder;

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• such holder is not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;

• such holder is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution (within the meaning of the Securities Act) of the new notes; and

• such holder acknowledges and agrees that any person who is an affiliate of ours or who is participating in the exchange offer for the purpose of distributing the new notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale of the new notes acquired by such person and cannot rely on the position of the staff of the SEC set forth in certain no-action letters.

If the holder is a broker-dealer that will receive new notes for such holder’s own account in exchange for original notes that were acquired as a result of market-making activities or other trading activities, such holder will be required to acknowledge in the letter of transmittal that such holder will deliver a prospectus in connection with any resale of such new notes; however, by so acknowledging and by delivering a prospectus, such holder will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Return of Original Notes

In all cases, issuance of new notes for original notes that are accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of:

• original notes or a timely book-entry confirmation of such original notes into the exchange agent’s account at DTC; and

• a properly completed and duly executed letter of transmittal and all other required documents, or an agent’s message in lieu thereof.

If any tendered original notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if original notes are withdrawn or are submitted for a greater principal amount than the holders desire to exchange, such unaccepted, withdrawn or otherwise non-exchanged original notes will be returned without expense to the tendering holder thereof (or, in the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described below, such original notes will be credited to an account maintained with DTC) as promptly as practicable after the expiration or termination of the exchange offer.

Tender of Original Notes Held Through The Depository Trust Company

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange offer by causing DTC to transfer the original notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

• DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that it is tendering original notes that are the subject of the book-entry confirmation;

• the participant has received and agrees to be bound by the terms of the letter of transmittal, or, in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and

• we may enforce that agreement against such participant.

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Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the original notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of original notes by causing DTC to transfer such original notes into the exchange agent’s account at DTC in accordance with DTC’s Automated Tender Offer Program procedures for transfer. However, although delivery of original notes may be effected through book-entry transfer at DTC, the letter of transmittal or facsimile thereof, with any required signature guarantees and any other required documents, or an agent’s message in lieu of a letter of transmittal, must, in any case, be transmitted to and received by the exchange agent at the address set forth below under “—Exchange Agent” on or prior to the expiration date or pursuant to the guaranteed delivery procedures described below.

If a holder of the original notes holds those notes through DTC, that holder must complete a form called “Instruction to Registered Holder and/or Book-Entry Transfer Facility Participant from Owner,” which will instruct the DTC participant through whom such holder holds its notes of the holder’s intention to tender its original notes or not to tender its original notes. A copy of that form is available from the exchange agent. Please note that delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent and we will not be able to accept a tender of original notes by a holder until the exchange agent receives a letter of transmittal (or an agent’s message in lieu thereof) and a book-entry confirmation from DTC with respect to such original notes.

Guaranteed Delivery Procedures

If a holder of the original notes desires to tender such original notes and the original notes are not immediately available or the holder cannot deliver its original notes (or complete the procedures for book-entry transfer), the letter of transmittal or any other required documents to the exchange agent prior to the expiration date, a holder may effect a tender if:

• the tender is made through an eligible institution;

• prior to the expiration date, the exchange agent receives from such eligible institution (by facsimile transmission, mail or hand delivery) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by us setting forth the name and address of the holder, the certificate number(s) of such original notes (if applicable) and the principal amount of original notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the expiration date:

(i) the letter of transmittal (or a facsimile thereof), or an agent’s message in lieu thereof,

(ii) the certificate(s) representing the original notes in proper form for transfer or a book-entry confirmation, as the case may be, and

(iii) any other documents required by the letter of transmittal,

will be deposited by the eligible institution with the exchange agent; and

• such properly executed letter of transmittal (or facsimile thereof), or an agent’s message in lieu thereof, as well as the certificate(s) representing all tendered original notes in proper form for transfer or a book-entry confirmation, as the case may be, and all other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

Upon request to the exchange agent, a form of Notice of Guaranteed Delivery will be sent to holders who wish to tender their original notes according to the guaranteed delivery procedures set forth above.

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Withdrawal of Tenders

Except as otherwise provided herein, tenders of original notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

To withdraw a tender of original notes in the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to the expiration date. Any such notice of withdrawal must:

• specify the name of the person having deposited the original notes to be withdrawn;

• identify the original notes to be withdrawn (including the certificate number or numbers, if applicable, and principal amount of such original notes or, in the case of original notes transferred by a book-entry transfer, the name and number of the account at DTC to be credited); and

• be signed by the holder in the same manner as the original signature on the letter of transmittal by which such original notes were tendered (including any required signature guarantees) or, in the case of original notes transferred by book-entry transfer, be transmitted by DTC and received by the exchange agent in the same manner as the agent’s message transferring the original notes.

If original notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn original notes and otherwise comply with the procedures of DTC. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by us, in our sole discretion, which determination shall be final and binding on all parties.

Any original notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer, and no new notes will be issued with respect thereto, unless the original notes so withdrawn are validly re-tendered. Properly withdrawn original notes may be re-tendered by following one of the procedures described above under “—Procedures for Tendering” at any time prior to the expiration date.

Termination of Certain Rights

All registration rights under the registration rights agreement accorded to holders of the original notes (and all rights to receive liquidated damages in the event of a registration default as defined therein) will terminate upon consummation of the exchange offer. For a period of up to 180 days after the last day that the exchange offer is open, however, we will keep the registration statement effective and provide copies of the latest version of the prospectus to any broker-dealer that requests copies of such prospectus in the letter of transmittal for use in connection with any resale by such broker-dealer of new notes received for its own account pursuant to the exchange offer in exchange for original notes acquired for its own account as a result of market-making or other trading activities.

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Exchange Agent

U.S. Bank National Association has been appointed as exchange agent for the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or the letter of transmittal and requests for a copy of the Notice of Guaranteed Delivery and other forms should be directed to the exchange agent addressed as follows:

By Overnight Courier:	By Registered or Certified Mail or Hand Delivery:	By Facsimile (Eligible Institutions Only):
U.S. Bank National Association	U.S. Bank National Association	U.S. Bank National Association
Corporate Trust Services 500 W. Cypress Creek Rd. Suite 560 Fort Laududale, Florida 33309 Attention: Peter H. Fowler	Corporate Trust Services 500 W. Cypress Creek Rd. Suite 560 Fort Laududale, Florida 33309 Attention: Peter H. Fowler	Corporate Trust Services Facsimile: (954) 776-2629 To Confirm by Telephone or for Information Call: Peter H. Fowler Telephone: (954) 776-2225

U.S. Bank National Association also serves as trustee under the indenture.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by facsimile transmission, telephone or other electronic means or in person by our officers and regular employees or those of our affiliates.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith.

We will pay the expenses to be incurred in connection with the exchange offer, including registration fees, fees and expenses of the exchange agent and the trustee, accounting and legal fees, and printing costs.

We will pay all transfer taxes, if any, applicable to the exchange of original notes pursuant to the exchange offer. If, however, a transfer tax is imposed for any reason other than the exchange of the original notes pursuant to the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Conditions to the Exchange Offer

Despite any other term of the exchange offer, we will not be required to accept for exchange, or to issue new notes in exchange for, any original notes, and we may terminate the exchange offer as provided in this prospectus prior to the expiration date, if:

• the exchange offer is not permissible under applicable law, rule or regulation or SEC policy; or

• a pending or threatened action or proceeding would impair our ability to proceed with the exchange offer.

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These conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions or may be waived by us, in whole or in part, at any time and from time to time in our discretion. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of the right and each right shall be deemed an ongoing right which may be asserted at any time and from time to time.

If we determine that the conditions to the exchange offer are not satisfied, we may:

• refuse to accept and return to the tendering holder any original notes or credit any tendered original notes to the account maintained within DTC by the participant in DTC which delivered the original notes; or

• extend the exchange offer and retain all original notes tendered before the expiration date, subject to the rights of holders to withdraw the tenders of original notes (see “—Withdrawal of Tenders” above).

In addition, we will not accept for exchange any original notes tendered, and we will not issue new notes in exchange for any of the original notes, if at that time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939.

Consequence of Failure to Exchange

Participation in the exchange offer is voluntary. Holders of the original notes are urged to consult their financial and tax advisors in making their own decisions on what action to take.

Original notes that are not exchanged for new notes pursuant to the exchange offer will remain “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act. Accordingly, such original notes may not be offered, sold, pledged or otherwise transferred except:

• to a person whom the seller reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A;

• in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act;

• pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available);

• pursuant to an effective registration statement under the Securities Act; or

• pursuant to another available exemption from the registration requirements of the Securities Act, and, in each case, in accordance with all other applicable securities laws.

Accounting Treatment

We will record the new notes in our accounting records at the same carrying value as the original notes, which is the aggregate principal amount net of a $1.6 million discount as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will capitalize the expenses of the exchange offer and amortize them over the life of the new notes.

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DESCRIPTION OF THE NOTES

We urge you to read the indenture because it, and not this description, defines your rights as a holder of these notes. A copy of the indenture is available upon request to us at the address indicated under “Available Information.” We will issue new notes only in fully registered form without coupons, in denominations of $5,000 and integral multiples of $1,000.

General

The form and terms of the new notes and the original notes are identical in all material respects except that the registration rights, related liquidated damages provisions and the transfer restrictions applicable to the original notes do not apply to the new notes. Any original notes that remain outstanding after consummation of this exchange offer and the new notes will constitute a single series of debt securities under the indenture. Holders of original notes who do not exchange their notes in this exchange offer will vote together with the holders of new notes for all relevant purposes under the indenture. Accordingly, when determining whether the required holders have given notice, consent or waiver or taken any other action permitted under the indenture, any original notes that are not exchanged pursuant to this exchange offer will be aggregated with the new notes. All references herein to specified percentages in aggregate principal amount of original notes shall be deemed to mean, at any time after this exchange offer is consummated, percentages in aggregate principal amount of original notes and new notes outstanding.

All references in this section to “notes” refer to the original notes and the new notes collectively.

We issued the original notes under, and the new notes will be issued under, an indenture among Hughes Supply, the subsidiary guarantors and U.S. Bank National Association, as trustee. The following summary describes the material provisions of the indenture and the notes. It is not complete and is subject to, and qualified in its entirety by, the indenture. The indenture incorporates by reference certain provisions of the Trust Indenture Act and is governed by, and subject to, the Trust Indenture Act. We will provide you with a copy of the indenture upon request. In this Description of the Notes, the terms “we,” “us” and “our” refer collectively to Hughes Supply and its subsidiaries, unless the context otherwise indicates. The term “significant subsidiaries” refers to significant subsidiaries, as defined in Regulation S-X promulgated under the Securities Act, of Hughes Supply.

The notes are unsecured obligations of Hughes Supply and rank equally with other unsecured debt of Hughes Supply from time to time outstanding other than any that is subordinated to the notes. At January 31, 2005, Hughes Supply had $537.0 million of senior unsecured debt outstanding and had no subordinated debt outstanding. The notes will be effectively junior to our secured indebtedness up to the value of the collateral securing that indebtedness. At January 31, 2005, Hughes Supply had $8.7 million of secured debt outstanding. Except as described in “—Certain Covenants” below, the indenture does not contain any restrictions on the amount of additional indebtedness that we may incur.

Guarantees

The notes are fully and unconditionally guaranteed by substantially all of the subsidiaries of Hughes Supply. These guarantees are joint and several obligations of the subsidiary guarantors. The obligations of each subsidiary guarantor are limited as necessary to prevent the guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. To the extent that any subsidiary guarantor is released under our revolving credit agreement and our senior notes due 2005 through 2013 (including, without limitation, upon the termination thereof or a refinancing with a facility or notes not requiring such guarantees), such subsidiary guarantor may also be released under the notes. In addition, the indenture provides that, if, in the future, any of our other subsidiaries guarantees our obligations under our revolving credit agreement or our senior notes due 2005 through 2013 (or any refinancing or replacement thereof), such subsidiary will be required promptly to provide a full and unconditional guarantee of the notes.

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Maturity, Interest and Payment

The notes will mature on October 15, 2014 and will bear interest at a rate of 5.50% per year. Interest shall be payable semi-annually on April 15 and October 15 of each year, commencing October 15, 2005. If an interest payment date falls on a day that is not a business day, interest will be payable on the next succeeding business day with the same force and effect as if made on such interest payment date. Interest will be paid to the persons in whose names the notes are registered at the close of business on the last day of the month next preceding each semi-annual interest payment date. Interest will be calculated on the basis of a 360-day year, consisting of twelve 30-day months, and will accrue from the most recent interest payment date to which interest has been paid.

We may from time to time, without the consent of existing holders, create and issue further notes having the same terms and conditions as the notes being offered hereby in all respects, except for the issue date, issue price and, if applicable, the date from which interest shall accrue or shall first be paid. Additional notes issued in this manner will be consolidated with and will form a single series with the previously outstanding notes.

Optional Redemption

The notes will be redeemable, as a whole or in part, at our option, at any time or from time to time, on at least 30 days’, but not more than 60 days’, prior notice mailed to the registered address of each holder of notes. The redemption prices will be equal to the greater of (1) 100% of the principal amount of the notes to be redeemed or (2) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate (as defined below) and 25 basis points.

In the case of each of clauses (1) and (2), accrued and unpaid interest on the principal amount of the notes will be payable to the redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes.

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest of such Reference Treasury Dealer Quotations or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by us.

“Reference Treasury Dealer” means each of Lehman Brothers Inc. and Banc of America Securities LLC and their respective successors and three other primary U.S. Government securities dealers (each a “Primary Treasury Dealer”) selected by us. If any of the foregoing shall cease to be a Primary Treasury Dealer, we will substitute another nationally recognized investment banking firm that is a Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding such redemption date.

“Remaining Scheduled Payments” means, with respect to each note to be redeemed, the remaining scheduled payments of principal of and interest on such note that would be due after the related redemption date but for such redemption. If such redemption date is not an interest payment date with respect to such note, the amount of the next succeeding scheduled interest payment on such note will be reduced by the amount of interest accrued on such note to such redemption date.

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“Treasury Rate” means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity (computed as of the second business day immediately preceding such redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

On and after the redemption date, interest will cease to accrue on the notes or any portion of the notes called for redemption (unless we default in the payment of the redemption price and accrued interest). On or before the redemption date, we will deposit with a paying agent (or the trustee) money sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on such date. If less than all of the notes of any series are to be redeemed, the notes to be redeemed shall be selected by the trustee on a pro rata basis, by lot or by such method as the trustee shall deem fair and appropriate.

The repayment price of any note redeemed at maturity will equal the principal amount of the note.

The terms of the notes do not prevent us from purchasing notes on the open market.

Paying Agent and Registrar for the Notes

The trustee will initially act as paying agent and registrar. We may change the paying agent or registrar without prior notice to the holders of the notes, and we or any of our subsidiaries may act as paying agent or registrar; provided, that we will at all times maintain one or more paying agents that has an office in New York, New York.

Merger, Consolidation, Sale, Lease or Conveyance

Hughes Supply has agreed not to merge or consolidate with or into any other person and has agreed not to sell, lease or convey, in a single transaction or in a series of transactions, all or substantially all of its assets to any person, unless:

• the continuing or successor corporation (if other than Hughes Supply) or the person that acquires all or substantially all of its assets is a corporation organized and existing under the laws of the United States or a State thereof or the District of Columbia and expressly assumes all its obligations under the notes and the indenture or assumes such obligations as a matter of law;

• immediately after giving effect to such merger, consolidation, sale, lease or conveyance there is no default or event of default under the indenture; and

• Hughes Supply delivers or causes to be delivered to the trustee an officers’ certificate and opinion of counsel each stating that the merger, consolidation, sale, lease or conveyance complies with the indenture.

Certain Covenants

Restrictions on Secured Debt. If Hughes Supply or any of its significant subsidiaries creates any lien on any of its assets or on a significant subsidiary’s stock or debt, we will secure the notes on the same basis, unless, after giving effect to such lien, the aggregate amount of the secured debt then outstanding (not including debt secured by liens permitted below) plus the value of all sale and leaseback transactions described below (other than those described in paragraphs (1) and (2) below) would not exceed 15% of our consolidated net worth. The restrictions do not apply to debt secured by the following:

• liens existing as of the date when we first issued original notes pursuant to the indenture;

• liens on property created at the time of acquisition of such property or within six months after such time to secure all or part of the cost of acquiring, constructing or improving all or any part of such property, or to secure debt incurred no later than six months after the time of acquisition or the date of completion of construction or improvement or the date of commencement of full operations to provide funds for the reimbursement of funds expended for the foregoing purposes;

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• landlord’s, materialmen’s, carriers’, workmen’s, repairmen’s or other like liens which are not overdue or which are being contested in good faith in appropriate proceedings;

• liens existing on any property of a corporation or other entity at the time it became or becomes a subsidiary of Hughes Supply (provided that the lien has not been created or assumed in contemplation of that corporation or other entity becoming a subsidiary of Hughes Supply);

• liens securing debt owing by a subsidiary to Hughes Supply or to one or more of its subsidiaries;

• rights of set-off over deposits of Hughes Supply or its subsidiaries held by financial institutions;

• liens in favor of any governmental authority of any jurisdiction securing the obligation of Hughes Supply or any of its subsidiaries pursuant to any contract or payment owed to that entity pursuant to applicable laws, regulations or statutes;

• liens in connection with self-insurance, worker’s compensation insurance, social security and similar matters;

• liens in connection with legal proceedings or arising in the ordinary course of business and not in connection with borrowings of money; and

• any extension, renewal, substitution or replacement of the foregoing, provided that the principal amount is not increased and that such lien is not extended to other property.

Restrictions on Sales and Leasebacks. Hughes Supply will not, and will not permit any significant subsidiary to, enter into any sale and leaseback transaction covering any property after the date when we first issued original notes pursuant to the indenture unless:

(1) the sale and leaseback transaction:

(A) involves a lease for a period, including renewals, of not more than three years;

(B) involves newly constructed property, and the sale or transfer occurs within 120 days after the completion of construction and commencement of full operation thereof; provided, however, that if the sale and leaseback transaction involves new construction on real property acquired by Hughes Supply more than 120 days prior to the date of the sale and leaseback transaction, then such sale and leaseback transaction shall be deemed a permissible sale and leaseback transaction under this clause but only to the extent of the value of the newly constructed property;

(C) occurs within 120 days from the date of the acquisition of the property subject thereto; or

(D) is with Hughes Supply or one of its Subsidiaries; or

(2) Hughes Supply or any subsidiary, within 120 days after the sale and leaseback transaction shall have occurred, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any indebtedness of Hughes Supply or any subsidiary that is not subordinated to the notes and that has a stated maturity of more than twelve months; or

(3) Hughes Supply or such significant subsidiary would be entitled pursuant to the exceptions under “—Restrictions on Secured Debt” above to create, incur, issue or assume indebtedness secured by a lien in the property without equally and ratably securing the notes.

Certain Other Covenants. The indenture contains certain other covenants regarding, among other matters, corporate existence, payment of taxes and reports to holders of notes.

Events of Default

Each of the following constitutes an “event of default” under the indenture:

(1) failure for 30 days to pay any interest due on, or special interest premium with respect to, the notes;

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(2) failure to pay any principal or premium, if any, on the notes when due, whether at maturity, upon redemption, by declaration or otherwise;

(3) failure by Hughes Supply or any subsidiary guarantor to observe or perform any other covenant contained in the indenture for 60 days after written notice has been given to Hughes Supply from the trustee or the holders of at least 25% in principal amount of outstanding notes;

(4) an event of default on any other indebtedness for borrowed money of Hughes Supply or any of its subsidiaries (or the payment of which is guaranteed by Hughes Supply or any of its subsidiaries) having an aggregate amount outstanding of $15 million or more which event of default (i) is caused by a failure to pay when due (after giving effect to any grace periods) any principal, premium or interest on such indebtedness or (ii) results in such indebtedness becoming due and payable in advance of its scheduled maturity;

(5) a final judgment or judgments for the payment of money is entered by a court against Hughes Supply or any of its subsidiaries and such judgment or judgments are not paid, discharged or stayed for a period of 60 days; provided that the aggregate of all such unpaid, undischarged and unstayed judgments exceeds $15 million;

(6) certain events in bankruptcy, insolvency or reorganization of Hughes Supply or any of its significant subsidiaries; or

(7) any guarantee of the notes is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any subsidiary guarantor shall deny or disaffirm its obligations under its guarantee with respect to the notes.

The holders of not less than a majority in outstanding principal amount of the notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee. In the case of an event of default arising from certain events in bankruptcy, insolvency or reorganization of Hughes Supply or any of its significant subsidiaries, all outstanding notes will become due and payable immediately without further action or notice. The trustee or the holders of not less than 25% in aggregate outstanding principal amount of the notes may declare the principal due and payable immediately upon any other event of default. The holders of a majority in aggregate outstanding principal amount of the notes may annul the declaration and waive the default if all events of default (other than the non-payment of the principal of the notes which has become due solely by the acceleration) have been cured and a sum sufficient to pay all matured installments of interest, premium and principal due otherwise than by acceleration has been deposited with the trustee.

The holders of a majority in outstanding principal amount of the notes may, on behalf of all the holders of the notes, waive any past default, except a default in the payment of principal, premium or interest, unless the default has been cured and a sum sufficient to pay all matured installments of interest, premium and principal due otherwise than by acceleration has been deposited with the trustee, or a default in respect of a covenant or provision which under the indenture cannot be modified or amended without the consent of the holder of each outstanding note. We are required to file annually with the trustee a certificate as to whether or not we are in compliance with all the conditions and covenants under the indenture.

In case an event of default shall occur and be continuing, the trustee will have the right to declare the principal of, premium, if any, and the interest on the notes, and any other amounts payable under the indenture, to be forthwith due and payable and to enforce its other rights as a creditor with respect to the notes.

No holder of any notes will have any right to institute any proceeding with respect to the indenture or for any remedy thereunder, unless the holder shall have previously given to the trustee written notice of a continuing event of default, the holders of at least 25% in aggregate principal amount of the outstanding notes shall have made written request and offered reasonable indemnity to the trustee to institute the proceeding as a trustee, and the trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding notes a direction inconsistent with the request and shall have failed to institute the proceeding within

33

60 days. However, these limitations do not apply to a suit instituted by a holder of a note for enforcement of payment of the principal, premium or interest on the notes on or after the respective due dates expressed in the note.

Modification of Indenture

The indenture contains provisions permitting us and the trustee, with the consent of the holders of at least a majority in aggregate principal amount of notes then outstanding, to modify or amend the indenture, including the provisions relating to the rights of the holders of the notes. In addition, the holders of at least a majority in aggregate principal amount of the outstanding notes may waive compliance by us with any provision of the indenture or the notes. However, no such modification, amendment or waiver may, without the consent of all holders of outstanding notes affected thereby:

• reduce the percentage in principal amount of outstanding notes the consent of holders of which is required for modification, waiver or amendment of the indenture;

• change the stated maturity of the principal of, or interest on, any note;

• reduce the principal amount of any note;

• reduce the rate of, or extend or change the time of payment of, interest on any note;

• reduce the premium payable upon redemption of any note or change the time at which any note may or shall be redeemed;

• change the place or currency of payment of principal, premium, if any, interest or special interest premium, if any, on any note;

• impair the right to institute suit for the enforcement of any payment on or with respect to any note;

• modify in any manner adverse to the holders the terms and conditions of the obligations of the subsidiary guarantors with respect to the notes; or

• modify such provisions with respect to modification and waiver.

We and the trustee may, without the consent of any holder of notes, amend the indenture and the notes to cure any ambiguity, defect or inconsistency, to provide for the assumption of our obligations by a successor in accordance with the covenant described above under “—Merger, Consolidation, Sale, Lease or Conveyance,” to make changes that would provide the holders with additional benefits, to make any change that is not inconsistent with the indenture and the notes and will not adversely affect the interest of any holder of the notes and to comply with the requirements of the SEC.

Legal Defeasance and Covenant Defeasance

Legal Defeasance. We will be deemed to have paid and will be discharged from any and all obligations in respect of the notes on the 123rd day after we have made the deposit referred to below, and the provisions of the indenture will cease to be applicable with respect to the notes (except for, among other matters, certain obligations to register the transfer of or exchange of the notes, to replace stolen, lost or mutilated notes, to maintain paying agencies, to hold funds for payment in trust) if:

(1) we have deposited with the trustee, in trust, cash and/or certain U.S. government obligations that will provide funds in an amount sufficient, in the opinion of a nationally recognized public accounting firm, to pay the principal, premium, if any, and accrued interest on the notes at the time such payments are due in accordance with the terms of the indenture;

(2) we have delivered to the trustee:

(a) an opinion of counsel to the effect that note holders will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on

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the same amounts and in the same manner and at the same times as would have been the case if such defeasance had not occurred, which opinion of counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of the indenture; and

(b) an opinion of counsel to the effect that the defeasance trust does not constitute an “investment company” within the meaning of the Investment Company Act of 1940 and, after the passage of 123 days following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; and

(3) no event of default, or event that, after the giving of notice or lapse of time or both, would become an event of default, will have occurred and be continuing on the date of such deposit or, insofar as events of default due to certain events of bankruptcy, insolvency or reorganization of Hughes Supply or any of its significant subsidiaries are concerned, during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which we are a party or by which we are bound.

Covenant Defeasance. The provisions of the indenture will cease to be applicable with respect to clauses (3), (4) and (5) in “—Events of Default” upon:

(1) the satisfaction of the conditions described in clauses (1), (2)(b) and (3) of the preceding paragraph; and

(2) our delivery to the trustee of an opinion of counsel to the effect that the holders of the notes will not recognize income, gain or loss for federal income tax purposes as a result of such cessation and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such cessation had not occurred.

If we exercise our option to omit compliance with certain provisions of the indenture as described in the immediately preceding paragraph and the notes are declared due and payable because of the occurrence of an event of default that remains applicable, the amount of money and/or U.S. government obligations on deposit with the trustee may not be sufficient to pay amounts due on the notes at the time of acceleration resulting from such event of default. In such event, we will remain liable for such payments.

Book-Entry

Denomination and Registration. The original notes were issued, and the new notes will be issued, in fully registered form, without coupons, in denominations of $5,000 principal amount and whole multiples of $1,000 in excess thereof.

Global Notes, Book-Entry Form. New notes initially will be evidenced by one or more global notes deposited with the trustee as custodian for The Depository Trust Company (which we sometimes refer to as DTC), and registered in the name of Cede & Co. as DTC’s nominee.

Record ownership of the global new notes may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee.

So long as Cede & Co., as nominee of DTC, is the registered owner of the global new notes, Cede & Co. for all purposes will be considered the sole holder of the global new notes. Except as described below, owners of beneficial interests in the global new notes:

• will not be entitled to have certificates registered in their names;

• will not receive or be entitled to receive physical delivery of certificates in definitive form; and

• will not be considered holders of the global new notes.

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The laws of some states require that certain persons take physical delivery of securities in definitive form. Consequently, the ability of an owner of a beneficial interest in a global new note to transfer the beneficial interest in the global new note to such persons may be limited.

We will wire, through the facilities of the trustee, payments of principal, premium, if any, and interest payments on the global new notes to Cede & Co., the nominee of DTC, as the registered owner of the global new notes. Neither Hughes Supply, the subsidiary guarantors, the trustee nor any paying agent will have any responsibility or be liable for paying amounts due on the global new notes to owners of beneficial interests in the global new notes.

It is DTC’s current practice, upon receipt of any payment of principal and premium, if any, and interest on the global new notes, to credit participants’ accounts on the payment date in amounts proportionate to their respective beneficial interests in the new notes represented by the global new notes, as shown on the records of DTC, unless DTC believes that it will not receive payment on the payment date. Payments by DTC participants to owners of beneficial interests in new notes represented by the global new notes held through DTC participants will be the responsibility of DTC participants, as is now the case with notes held for the accounts of customers registered in “street name”.

Because DTC can only act on behalf of DTC participants, who in turn act on behalf of indirect DTC participants and other banks, your ability to pledge your interest in the new notes represented by global new notes to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate.

None of Hughes Supply, the subsidiary guarantors or the trustee (or any registrar or paying agent under the indenture) will have any responsibility for the performance by DTC or direct or indirect DTC participants of their obligations under the rules and procedures governing their operations. DTC has advised us that it will take any action permitted to be taken by a holder of new notes only at the direction of one or more direct DTC participants to whose account with DTC interests in the global new notes are credited and only for the principal amount of the new notes for which directions have been given.

DTC has advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for DTC participants and to facilitate the clearance and settlement of securities transactions between DTC participants through electronic book-entry changes to the accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations, such as the underwriters of the notes. Certain DTC participants or their representatives, together with other entities, own DTC. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through, or maintain a custodial relationship with, a participant, either directly or indirectly.

Beneficial interests in global new notes may be exchanged for certificated new notes only if:

• DTC notifies the trustee that it is unwilling or unable to continue as a depositary agent for the global new notes or DTC ceases to be a clearing agency registered under the Exchange Act and, in either case, we fail to appoint a successor depositary within 90 days;

• we decide at any time not to have securities represented by global new notes and so notify the trustee; or

• an event of default occurs.

If there is an exchange, upon the surrender by DTC of the global new notes, we will issue certificated new notes in authorized denominations and registered in the names that DTC directs.

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Governing Law

The indenture and the original notes are governed by, and the new notes will be governed by, and construed in accordance with, the laws of the State of New York.

Concerning the Trustee

The indenture provides that, except during the continuance of an event of default, the trustee will perform only such duties as are specifically set forth in the indenture. If an event of default has occurred and is continuing, the trustee will use the same degree of care and skill in its exercise of the rights and powers vested in it by the indenture as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

The indenture contains limitations on the rights of the trustee, should it become a creditor of Hughes Supply or any of the subsidiary guarantors, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The trustee is permitted to engage in other transactions; provided, however, that if it acquires any conflicting interest, it must eliminate such conflict or resign.

U.S. Bank National Association is the trustee under the indenture. We may maintain banking relationships with the trustee in the ordinary course of business.

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IMPORTANT FEDERAL INCOME TAX CONSIDERATIONS

The exchange of the original notes for the new notes pursuant to the exchange offer should not constitute a significant modification of the terms of the notes and, therefore, such exchange should not constitute an exchange for U.S. federal income tax purposes. Accordingly, such exchange should have no U.S. federal income tax consequences to U.S. Holders of notes. A U.S. Holder’s initial tax basis in a new note will be equal to the purchase price paid by such holder for the original note exchanged for such new note, and the holding period for a new note will include the holding period of the original note exchanged therefor.

THE PRECEDING DISCUSSION OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, EACH INVESTOR SHOULD CONSULT ITS OWN TAX ADVISER AS TO PARTICULAR TAX CONSEQUENCES TO IT OF ACQUIRING, HOLDING AND DISPOSING OF THE NEW NOTES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND OF ANY PROPOSED CHANGES IN APPLICABLE LAWS.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account in exchange for original notes acquired by the broker-dealer as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of those new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer in connection with resales of new notes received in exchange for such original notes. For a period of up to 180 days after the expiration date of the exchange offer, we will make this prospectus, as amended or supplemented, available to any such broker-dealer for use in connection with any such resale. Any broker-dealers required to use this prospectus and any amendments or supplements to this prospectus for resales of the new notes must notify us of this fact by checking the appropriate box in the letter of transmittal requesting additional copies of these documents.

Notwithstanding the foregoing, we are entitled under the registration rights agreement to suspend the use of this prospectus by broker-dealers under specified circumstances. For example, we may suspend the use of this prospectus if:

• the SEC or any state securities authority requests an amendment or supplement to this prospectus or the related registration statement or additional information;

• the SEC or any state securities authority issues any stop order suspending the effectiveness of the registration statement or initiates proceedings for that purpose;

• we receive notification of the suspension of the qualification of the new notes for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose;

• the suspension is required by law; or

• an event occurs which makes any statement in this prospectus untrue in any material respect or which constitutes an omission to state a material fact in this prospectus.

If we suspend the use of this prospectus, the 180-day period referred to above will be extended by a number of days equal to the period of the suspension.

We will not receive any proceeds from any sale of new notes by broker-dealers or any other persons. New notes received by participating broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions or through the writing of options on the new notes, or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the purchasers of the new notes or any such participating broker-dealer that resells the new notes that were received by it for its own account pursuant to the exchange offer. Any broker-dealer that resells new notes received by it for its own account under the exchange offer and any broker or dealer that participates in a distribution of the new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of new notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incidental to the exchange offer other than commissions and concessions of any broker or dealer and have agreed in accordance with the terms of the registration rights agreement to indemnify holders of the notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

The validity of the new notes and guarantees will be passed upon for us by Holland & Knight LLP, Orlando, Florida.

EXPERTS

The consolidated financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended January 31, 2005 of Hughes Supply, Inc. have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent registered certified public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The combined financial statements of Western States Electric, Inc. and Subsidiaries, Southwest Power, Inc., and Utility Products Supply Company, LLC as of and for the year ended December 31, 2003 have been audited by Grant Thornton LLP, independent registered public accounting firm, as stated in their report, and are included herein in reliance upon such report and on the authority of such firm as experts in accounting and auditing.

AVAILABLE INFORMATION

We are subject to the informational requirements of the Exchange Act and in accordance therewith, file reports and other information with the Securities and Exchange Commission, or SEC. Such reports and other information can be inspected and copied at the Public Reference Section of the SEC located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on its Public Reference Section. Such material may also be accessed, electronically by means of the SEC’s home page on the internet (http://www.sec.gov).

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This prospectus is part of a registration statement filed with the SEC. The SEC allows us to “incorporate by reference” selected documents that we file with it, which means that we can disclose important information to you by referring to those documents. The information in the documents incorporated by reference is considered to be a part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede this information. The documents and other information incorporated by reference are:

• Annual Report on Form 10-K for the year ended January 31, 2005 (including information specifically incorporated by reference into our Form 10-K from our definitive Proxy Statement for our 2005 Annual Meeting of Shareholders).

• Current Reports on Form 8-K filed on April 11, 2005 and February 14, 2005.

All documents filed by Hughes Supply pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus (other than Current Reports on Form 8-K containing only Regulation FD disclosure or other information furnished pursuant to Item 7.01 of Form 8-K or any future Item of Form 8-K that permits information to be furnished, unless otherwise indicated therein) and prior to the termination of the exchange offer made by this prospectus are to be incorporated herein by reference. The information on our web site, www.hughessupply.com, is not incorporated herein by reference.

The information incorporated by reference contains information about us and our financial condition and is an important part of this prospectus. Any statement contained in this prospectus or in a document incorporated or

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deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You can obtain any of the documents incorporated by reference in this document from the SEC through the SEC’s web site at the address described above. Documents incorporated by reference are also available from us without charge excluding any exhibits to those documents. You can request those documents by visiting our website at www.hughessupply.com, by calling (407) 822-2139, or by making a written request to our Investor Relations Department at:

Hughes Supply, Inc.

Corporate Office

One Hughes Way

Orlando, Florida 32805

To obtain timely delivery, you must request the information no later than                     , 2005, or five business days prior to the expiration date of the exchange offer if the exchange offer is extended.

We have filed with the SEC under the Securities Act of 1933 and the rules and regulations thereunder a registration statement on Form S-4 with respect to the new notes. This prospectus is a part of that registration statement. As allowed by SEC rules, this prospectus does not contain all the information you can find in the registration statement or the exhibits to the registration statement. The exhibits to the registration statement contain the full text of certain agreements and other important documents we have summarized in this prospectus. Because these summaries may not contain all of the information that you may find important in deciding whether to exchange the original notes for new notes, you should review the full text of these documents.

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INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Certified Public Accountants	F-2
Combined Financial Statements of Western States Electric Inc. and Subsidiaries, Southwest Power, Inc. and Utility Products Supply Company, LLC
Combined Balance Sheet as of December 31, 2003 and Unaudited Combined Balance Sheet as of October 31, 2004	F-3
Combined Statement of Income for the Year Ended December 31, 2003 and the Unaudited Combined Statements of Income for the Ten Months Ended October 31, 2004 and October 31, 2003	F-4
Combined Statement of Changes in Stockholders’ Equity for the Year Ended December 31, 2003 and the Unaudited Combined Statement of Changes in Stockholders’ Equity for the Ten Months Ended October 31, 2004	F-5
Combined Statement of Cash Flows for the Year Ended December 31, 2003 and the Unaudited Combined Statements of Cash Flows for the Ten Months Ended October 31, 2004 and October 31, 2003	F-6
Notes to Combined Financial Statements	F-7

F-1

Report of Independent Certified Public Accountants

Boards of Directors

Western States Electric, Inc. and Subsidiaries

Southwest Power, Inc.

Utility Products Supply Company, LLC

We have audited the accompanying combined balance sheets of Western States Electric Inc. and Subsidiaries, Southwest Power, Inc., and Utility Products Supply Company, LLC (the Companies) as of December 31, 2003, and the related combined statements of income, stockholders’ equity, and cash flows for the year then ended. These combined financial statements are the responsibility of the Companies’ management. Our responsibility is to express an opinion on these combined financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America as established by the Auditing Standards Board of the American Institute of Certified Public Accountants. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of Western States Electric, Inc. and Subsidiaries, Southwest Power, Inc., and Utility Products Supply Company, LLC as of December 31, 2003, and the combined results of their operations and their combined cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Grant Thornton LLP

Portland, Oregon

April 27, 2004

F-2

Western States Electric, Inc. and Subsidiaries, Southwest Power, Inc.

and Utility Products Supply Company, LLC

COMBINED BALANCE SHEETS

	October 31, 2004 (unaudited)			December 31, 2003
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3,423,146		$	12,866,480
Accounts receivable, principally trade, less allowance for doubtful accounts of $452,994 in 2004 and $446,015 in 2003		33,482,477			27,120,685
Inventory		31,431,593			30,912,289
Prepaid expenses		129,567			232,124
Other current assets		399,932			422,414
Total current assets		68,866,715			71,553,992
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, at cost		5,381,269			5,320,713
Less accumulated depreciation		(3,533,534	)		(3,466,424	)
Net property, plant and equipment		1,847,735			1,854,289
OTHER ASSETS
Goodwill		1,564,773			1,564,773
Intangibles, net of accumulated amortization		107,706			150,670
Other assets		674,691			353,165
Total other assets		2,347,170			2,068,608
TOTAL ASSETS	$	73,061,620		$	75,476,889
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Book overdraft	$	3,017,524		$	2,832,947
Accounts payable		21,671,048			16,347,263
Accrued liabilities:
Salaries, bonuses and payroll taxes		1,811,101			1,170,693
Taxes, other than payroll		1,440,581			1,173,053
Retirement plan		1,119,264			616,963
Dividends payable		—			2,090,415
Other current liabilities		93,833			111,934
Total current liabilities		29,153,351			24,343,268
LONG-TERM LIABILITIES		112,041			55,674
TOTAL LIABILITIES		29,265,392			24,398,942
COMMITMENTS		—			—
STOCKHOLDERS’ EQUITY
Common stock		1,615,710			1,616,210
Treasury stock at cost		(1,538,612	)		(1,399,946	)
Retained earnings		43,719,130			50,861,683
Total stockholders’ equity		43,796,228			51,077,947
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	73,061,620		$	75,476,889

The accompanying notes are an integral part of these statements.

F-3

Western States Electric, Inc. and Subsidiaries, Southwest Power, Inc.

and Utility Products Supply Company, LLC

COMBINED STATEMENTS OF INCOME

	Ten months ended October 31, 2004 (unaudited)			Ten months ended October 31, 2003 (unaudited)			Year ended December 31, 2003
NET SALES
Direct shipment sales	$	70,537,492		$	61,553,419		$	73,336,560
Warehouse sales		166,053,768			139,566,436			171,093,259
Total net sales		236,591,260			201,119,855			244,429,819
COST OF SALES
Direct shipment sales		65,234,391			57,322,348			68,113,957
Warehouse sales		140,412,971			116,720,524			142,696,616
Total cost of sales		205,647,362			174,042,872			210,810,573
Total gross profit		30,943,898			27,076,983			33,619,246
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Salaries, wages and bonuses		18,945,924			12,155,077			15,190,570
Payroll taxes and employee benefits		2,075,308			1,557,219			1,907,001
Retirement plan		1,126,738			542,388			644,512
Insurance		289,704			411,437			347,547
Taxes and licenses		576,851			459,178			556,586
Telephone		226,055			262,493			302,531
Rent		1,609,768			1,545,110			1,910,316
Depreciation and amortization		404,530			460,317			544,823
Legal and accounting		572,992			187,444			219,467
Travel and entertainment		310,099			320,453			369,839
Outside services		404,211			261,126			285,990
Repairs and maintenance		372,447			301,141			382,149
Office and warehouse supplies		275,619			287,046			338,212
Bad debt expense		7,000			297,515			297,515
Other		539,515			426,675			508,371
Total selling, general and administrative expenses		27,736,761			19,474,619			23,805,429
Earnings from operations		3,207,137			7,602,364			9,813,817
OTHER INCOME (EXPENSE)
Interest income		118,803			96,226			112,320
Interest expense		(9,502	)		(12,041	)		(5,942	)
Cash discounts		605,508			422,013			536,138
Commissions income		966,541			692,491			1,084,784
Rental income		52,435			51,896			57,909
Miscellaneous expense		(149,681	)		(173,253	)		(48,282	)
Total other income		1,584,104			1,077,332			1,736,927
NET INCOME	$	4,791,241		$	8,679,696		$	11,550,744

The accompanying notes are an integral part of these statements.

F-4

Western States Electric, Inc. and Subsidiaries, Southwest Power, Inc.

and Utility Products Supply Company, LLC

COMBINED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

	Common Stock
	Shares		Amount			Treasury Stock			Retained Earnings			Totals
BALANCE, January 1, 2003	12,350		$	1,616,910		$	(1,135,966	)	$	45,148,349		$	45,629,293
Redemption of stock	(140	)		(700	)		(263,980	)		(393,504	)		(658,184	)
Net income	—			—			—			11,550,744			11,550,744
Cash dividends declared	—			—			—			(5,443,906	)		(5,443,906	)
BALANCE, December 31, 2003	12,210			1,616,210			(1,399,946	)		50,861,683			51,077,947
Redemption of stock (unaudited)	(100	)		(500	)		(138,666	)		(244,381	)		(383,547	)
Net income (unaudited)	—			—			—			4,791,241			4,791,241
Cash dividends declared (unaudited)	—			—			—			(11,689,413	)		(11,689,413	)
BALANCE, October 31, 2004 (unaudited)	12,110		$	1,615,710		$	(1,538,612	)	$	43,719,130		$	43,796,228

The accompanying notes are an integral part of this statement.

F-5

Western States Electric, Inc. and Subsidiaries, Southwest Power, Inc.

and Utility Products Supply Company, LLC

COMBINED STATEMENTS OF CASH FLOWS

	Ten months ended October 31, 2004 (unaudited)			Ten months ended October 31, 2003 (unaudited)			Year ended December 31, 2003
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	4,791,241		$	8,679,696		$	11,550,744
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		404,530			460,317			544,823
Loss on disposal of fixed assets		36,528			(1,249	)		6,390
Loss on equity investments		562,313			—			—
Change in operating assets and liabilities:
Accounts receivable		(6,361,792	)		(7,424,826	)		(5,310,434	)
Inventory		(519,304	)		1,017,880			(1,682,228	)
Prepaid expenses		102,557			(74,797	)		(35,531	)
Accounts payable		5,323,785			3,412,742			1,951,713
Accrued liabilities		1,410,237			2,677,740			432,701
Other assets and liabilities, net		(71,851	)		(45,027	)		(40,916	)
Net cash provided by operating activities		5,678,244			8,702,476			7,417,262
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment		(308,041	)		(446,480	)		(526,169	)
Proceeds on disposal of property, plant and equipment		29,964			—			38,992
Acquisition of other investments		(864,703	)		(19,756	)		(56,241	)
Net cash used in investing activities		(1,142,780	)		(466,236	)		(543,418	)
CASH FLOWS FROM FINANCING ACTIVITIES
Book overdraft		184,577			1,730,013			2,099,417
Redemption of stock		(383,547	)		(274,636	)		(658,184	)
Dividends paid		(13,779,828	)		(4,454,216	)		(4,454,216	)
Net cash used in financing activities		(13,978,798	)		(2,998,839	)		(3,012,983	)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(9,443,334	)		5,237,401			3,860,861
CASH AND CASH EQUIVALENTS, beginning of period		12,866,480			9,005,619			9,005,619
CASH AND CASH EQUIVALENTS, end of period	$	3,423,146		$	14,243,020		$	12,866,480
SUPPLEMENTAL CASH FLOW INFORMATION:
Acquisition of capital assets with debt	$	136,760		$	—		$	—
Acquisition of capital asset with exchange (trade-in) of similar asset		(24,298	)		—			—

The accompanying notes are an integral part of these statements.

F-6

Western States Electric, Inc. and Subsidiaries, Southwest Power, Inc.

and Utility Products Supply Company, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

Ten months ended October 31, 2004 (unaudited)

and the year ended December 31, 2003

NOTE 1 – Organization and Summary of Significant Accounting Policies

Organization – Western States Electric, Inc. (WSE), Southwest Power, Inc. (SWP), and Utility Products Supply Company, LLC (UPSCO) (collectively, “the Companies”) are distributors of electrical equipment and materials throughout the western United States of America. The Companies sell equipment from their warehouses and offices located in Oregon, California, Washington, Idaho, Nevada, Montana, Utah, Texas, Wyoming, Arizona, Colorado, and Alaska. The Companies also sell equipment shipped directly to customers from manufacturers.

UPSCO was formed August 8, 2001 as a limited liability company owned equally by WSE and SWP. WSE’s and SWP’s investment in UPSCO is eliminated in the accompanying combined financial statements.

WSE has the following wholly-owned subsidiaries:

Montana Electric Supply, Inc. (MES) was acquired via WSE’s purchase of 100% of the stock of MES. The purchase was effective April 19, 2001. MES is located in Billings, Montana and has branches in Missoula, Montana and Afton, Wyoming. MES is consolidated with WSE in the combining financial statements.

WSE purchased 100% of WES Acquisition Company effective May 3, 2001. WES Acquisition Company was formed to facilitate the acquisition of the assets of Wyoline Electric Supply, Inc. (WES). Effective May 3, 2001, WES Acquisition Company acquired 100% of the assets and certain related liabilities of WES and took on the name of Wyoline Electric Supply, Inc. WES is located in Casper, Wyoming and has branches in Gillette, Wyoming. WES is consolidated with WSE in the combining financial statements.

Effective February 12, 2004, WSE formed Compass Utility Services, Inc. (CUS), an Oregon S Corporation, operating in Surrey, British Columbia, Canada. Operations officially commenced in June 2004. CUS distributes the same types of products as WSE, primarily in British Columbia and western Canada.

Principles of combination – The combined financial statements include the accounts of the Companies and their wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in combination.

Unaudited interim information – The financial information included herein as of October 31, 2004 and for the ten-month periods ended October 31, 2004 and 2003 is unaudited. Such information, however, reflects all adjustments consisting of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim period. The results of operations for the ten-month period ended October 31, 2004 are not necessarily indicative of the results to be expected for the full year.

Accounts receivable – The majority of accounts receivable are due from companies in the power transmission and distribution industry. Credit is extended based on evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable are generally due within 30 days and are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. The Companies determine their allowance by considering a number of factors, including the length of time trade accounts receivable are past due, the Companies’ previous

F-7

Western States Electric, Inc. and Subsidiaries, Southwest Power, Inc.

and Utility Products Supply Company, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

Ten months ended October 31, 2004 (unaudited)

and the year ended December 31, 2003

loss history, the customer’s current ability to pay its obligation to the Companies, and the condition of the general economy and the industry as a whole. The Companies write off accounts receivable when they become uncollectible, and subsequent payments on such accounts are credited to the allowance for doubtful accounts.

Inventory – Inventory is stated at the lower of average cost or market. Market is based upon estimated net realizable value. Inventory consists of products for resale to customers.

Property, plant and equipment – Property, plant and equipment is stated at cost after eliminating fully depreciated assets no longer in use. Depreciation and amortization has been provided in the financial statements on the straight-line method at rates, based on reasonable estimates of useful lives, which fall within the following ranges for major asset classifications:

Furniture and fixtures	5 to 15 years
Warehouse equipment	5 to 10 years
Automobiles and trucks	3 years
Warehouse building	15 to 32 years
Leasehold improvements	5 to 15 years

Fair value of financial instruments – The carrying amounts reflected in the balance sheets for cash, receivables and payables approximated, in all material respects, their respective fair values due to the short-term nature of these items. The carrying amount for loans payable approximates, in all material respects, its respective fair value since it bears interest at a rate comparable to those available in the market for similar credit facilities.

Goodwill and other intangible assets – Goodwill represents the excess of cost over assigned fair value of net assets acquired of $1,749,530 in the purchase of MES. In accordance with Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, the Company reviews goodwill at least annually to assess recoverability. Impairment is recognized in operating results if the implied fair value of goodwill is less than the carrying value of goodwill.

Intangible assets include trade name, customer lists, and noncompete agreements totaling $291,356 acquired in the purchase of WES, and are amortized over 15 years for the trade name and customer lists and 5 years for the noncompete agreement.

Income taxes – WSE and SWP have elected to be treated as S Corporations for federal and state income tax purposes. As such, federal and state income taxes on WSE and SWP’s income are the responsibility of the stockholders. Accordingly, no provision for income taxes is reflected in WSE or SWP’s financial statements, except as noted below. Effective January 1, 2001, WSE made a qualified Subchapter S Subsidiary election for MES and WES.

SWP is a California corporation. The California Tax Code requires that the income or loss of the S Corporation be passed through to the shareholders, while income is also taxed at a reduced rate at the corporate level. SWP uses the asset and liability method, which requires the recognition of deferred state tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of assets and liabilities. There were no material deferred state tax items at October 31, 2004 and December 31, 2003.

F-8

Western States Electric, Inc. and Subsidiaries, Southwest Power, Inc.

and Utility Products Supply Company, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

Ten months ended October 31, 2004 (unaudited)

and the year ended December 31, 2003

UPSCO is a limited liability company (LLC) and files its own partnership tax return. As an LLC, federal and state income taxes on its income are the responsibility of the members of the LLC (WSE and SWP). Accordingly, no provision for income taxes is reflected for UPSCO in the combined financial statements.

Cash and cash equivalents – The Companies consider all highly liquid debt instruments purchased with a remaining maturity of three months or less to be cash equivalents. Included in cash and cash equivalents are municipal obligations totaling approximately $0 and $6,400,000 at October 31, 2004 and December 31, 2003, respectively. These securities mature on weekly or monthly intervals at which time they can be redeemed at the option of the Companies. As of October 31, 2004 and December 31, 2003, book cash balances amounted to net overdrafts of $3,017,524 and $2,832,947, respectively, attributable to the float of the Companies’ outstanding checks.

Use of estimates – The preparation of the combined financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the amount of assets, liabilities, and disclosure of contingent assets and liabilities at the date of the combined financial statements, and the reported amounts of revenues and expenses during the reporting periods. Estimates are used for, among other things, allowance for doubtful accounts, depreciation, valuation of goodwill, and inventory obsolescence. Actual results could differ from those estimates.

Treasury stock – Treasury stock includes reacquired shares of SWP stock only. Reacquired shares of WSE are cancelled in accordance with Oregon statutes and accordingly are accounted for as a reduction in common stock and retained earnings.

NOTE 2 – Property, Plant and Equipment

Property, plant and equipment consisted of the following at:

	October 31, 2004 (unaudited)			December 31, 2003
Land	$	228,000		$	228,000
Warehouse building		1,367,788			1,347,917
Furniture and fixtures		1,124,262			1,250,616
Warehouse equipment		1,568,395			1,470,619
Automobiles and trucks		1,004,852			959,534
Leasehold improvements		87,972			64,027
		5,381,269			5,320,713
Less accumulated depreciation and amortization		(3,533,534	)		(3,466,424	)
	$	1,847,735		$	1,854,289

NOTE 3 – Investment

In April 1998, Intra-Power, LLC (Intra-Power) was formed. The investment held by SWP consists of a 49% ownership interest in Intra-Power. The investment is accounted for under the equity method. Certain shareholders of SWP are also officers of Intra-Power. SWP sells inventory to Intra-Power in the normal course of business.

F-9

Western States Electric, Inc. and Subsidiaries, Southwest Power, Inc.

and Utility Products Supply Company, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

Ten months ended October 31, 2004 (unaudited)

and the year ended December 31, 2003

Total sales to Intra-Power amounted to $25,703,057 and $23,372,403 for 2004 and 2003, respectively. In addition, SWP earns management fees from Intra-Power. Total management fees earned from Intra-Power amounted to $1,931,161 and $2,363,621 for 2004 and 2003, respectively. SWP had a receivable from Intra-Power of $3,360,575 and $2,708,896 as of October 31, 2004 and December 31, 2003, respectively for trade receivables and management fees. SWP has guaranteed the performance of Intra-Power associated with its major customer.

In May 2001, SWP acquired a 49% interest in Orange Coast Supply, LLC (Orange Coast). A separation agreement was filed December 15, 2003 to officially dissolve Orange Coast. The investment was accounted for under the equity method. Certain shareholders of SWP were also officers of Orange Coast. SWP was the primary supplier to Orange Coast. In addition, SWP earned a management fee from Orange Coast based on net revenues of Orange Coast, as defined in the management agreement. SWP did not earn a management fee from and made no sales to Orange Coast during the ten months ended October 31, 2004 or the year ended December 31, 2003.

NOTE 4 – Goodwill and Other Intangible Assets

As of October 31, 2004, WSE performed the annual impairment test of goodwill as required by SFAS 142. Goodwill was tested for impairment by comparing its implied fair value to its carrying value. Fair value was determined using a present value calculation based on estimated expected future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Assumptions used for these estimated cash flows were based on a combination of historical results and current internal forecasts. Based on the impairment test, it was determined that there was no impairment of goodwill for the period ended October 31, 2004.

Amortization of intangible assets totaled $43,964 and $52,757 for the ten months ended October 31, 2004 and the year ended December 31, 2003, respectively.

The following is an estimate of amortization expense of intangible assets for WSE for each of the next five years:

Year ending December 31,
2004	$	52,800
2005		52,800
2006		19,400
2007		2,800
2008		2,800
Thereafter		20,200

NOTE 5 – Stockholders’ Equity

Both WSE and SWP have authorized 25,000 shares of no par common stock. SWP has 7,075 shares issued at October 31, 2004 and December 31, 2003, of which 770 shares and 720 are held as treasury stock at October 31, 2004 and December 31, 2003, respectively.

F-10

Western States Electric, Inc. and Subsidiaries, Southwest Power, Inc.

and Utility Products Supply Company, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

Ten months ended October 31, 2004 (unaudited)

and the year ended December 31, 2003

WSE and SWP and their stockholders are parties to common stock repurchase agreements which provide that no stockholder shall transfer any portion of their stock without the written consent of all other stockholders unless the stock is first offered to the issuing company at an amount equal to the adjusted book value of each common share. In addition, the agreement provides that WSE and SWP may pay the selling stockholder 25 percent of the total purchase price on closing and deliver a promissory note having three equal annual payments for the balance.

NOTE 6 – Related Party Transactions

Effective January 1, 1996, the stockholders of WSE and SWP entered into an affiliation agreement whereby the stockholders of both corporations own equivalent proportions of the capital stock in both WSE and SWP, except for one stockholder who owns an additional 500 shares of SWP.

WSE has extended SWP a secured $6,000,000 revolving line of credit bearing interest at 25 basis points over prime. No balance was outstanding on this line at October 31, 2004 and December 31, 2003. The revolving line of credit is secured by substantially all of the assets of SWP.

WSE also extended UPSCO a secured $2,500,000 revolving line of credit. The interest rate charged on this line of credit is determined by the Companies and has consistently been between 25 and 50 basis points above prime. The effective interest rate was 4.5% at October 31, 2004 and December 31, 2003. The balance outstanding under this line of credit was $1,885,917 and $2,175,000 at October 31, 2004 and December 31, 2003, respectively. Interest income from affiliate line of credit advances was $75,575 and $97,875 for the ten months ended October 31, 2004 and the year ended December 31, 2003, respectively. The revolving line of credit is secured by substantially all of the assets of UPSCO.

The Companies sell products to and purchase products from each other in the normal course of business. All transactions between the Companies were conducted on an arm’s-length basis. Such sales and purchases totaled the following for the ten months ended October 31, 2004 (unaudited):

	WSE		SWP		UPSCO
Sales from WSE to	$	—	$	111,804	$	144,049
Sales from SWP to		163,102		—		75,615
Sales from UPSCO to		54,824		14,473		—

Sales and purchases totaled the following for the year ended December 31, 2003:

	WSE		SWP		UPSCO
Sales from WSE to	$	—	$	142,959	$	23,819
Sales from SWP to		264,326		—		165,802
Sales from UPSCO to		113,216		134,526		—

In addition, WSE charges SWP and UPSCO for use of computer system resources. Charges for the period ended October 31, 2004 totaled $146,813 and $17,360 to SWP and UPSCO, respectively. Charges for the year ended December 31, 2003 totaled $130,179 and $30,960 to SWP and UPSCO, respectively.

F-11

Western States Electric, Inc. and Subsidiaries, Southwest Power, Inc.

and Utility Products Supply Company, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

Ten months ended October 31, 2004 (unaudited)

and the year ended December 31, 2003

There were no intercompany profits in the Companies’ accounts to be eliminated at October 31, 2004 and December 31, 2003 as all products purchased by the Companies from each other were for immediate resale. In addition, interest income and interest expense from affiliate line of credit advances have been eliminated in combination.

NOTE 7 – Employee Retirement Plans

WSE and UPSCO maintain simplified employee pension plans under Section 408 of the Internal Revenue Code. MES and WES both participate in this plan. The plans cover all employees over 21 years of age that have been employed in at least three of the immediately preceding five years. The pension contributions are discretionary and paid annually based on year-end profits and employee compensation. Contributions under these plans totaled $957,737 and $627,272 for the ten months ended October 31, 2004 and the year ended December 31, 2003, respectively.

Until June 1, 2003, MES maintained a salary reduction/profit sharing plan under the provisions of Section 401(k) of the Internal Revenue Code. Effective June 1, 2003, the plan was converted to a salary reduction plan under the provisions of Section 401(k) and, accordingly, no employer contributions are being made to the plan. The plan covers substantially all full-time employees over 21 years of age with more than six months of full-time service. Until June 1, 2003, contributions to the plan by MES equaled 100% of the salary reduction elected by each employee up to a maximum of 4% of annual compensation and 50% of the salary reduction from 4% to 6% of annual compensation. MES, at its option, could also contribute additional amounts to the plan. Employer contributions under this plan totaled $17,240 for 2003. There were no employer contributions to the plan during the ten months ended October 31, 2004 as the plan was discontinued in June 2003.

NOTE 8 – Commitments

The Companies lease warehouse and office space under operating leases with the following future minimum payments:

Year ending December 31,
2004	$	1,890,064
2005		1,544,971
2006		828,395
2007		372,092
2008		360,895
Thereafter		831,402
	$	5,827,819

The Companies lease additional warehouse and office space under operating leases, which do not contain renewal options and are cancelable at the Companies’ option. The Companies sublease warehouse and office space not required for current operations. Such subleases provided rental income of $52,435 and $57,909 for the ten months ended October 31, 2004 and the year ended December 31, 2003, respectively.

F-12

Western States Electric, Inc. and Subsidiaries, Southwest Power, Inc.

and Utility Products Supply Company, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

Ten months ended October 31, 2004 (unaudited)

and the year ended December 31, 2003

NOTE 9 – Concentrations

The Companies have one customer accounting for approximately 11% of combined revenues for the ten months ended October 31, 2004 and the year ended December 31, 2003. One customer accounted for approximately 10% of combined accounts receivable at October 31, 2004, and another customer accounted for approximately 15% of combined accounts receivable at December 31, 2003.

NOTE 10 – Event Subsequent to the Date of Auditors’ Report (Unaudited)

Effective November 1, 2004, Hughes Supply, Inc. purchased all of the net assets of Western States Electric, Inc. and Southwest Power, Inc. The purchase price consisted of $123.1 million of net cash paid for the net assets along with the assumption of accounts payable, accrued and other liabilities, which collectively totaled $31.7 million, subject to finalization of working capital adjustments in accordance with the purchase agreement. As a result of the sale, all common stock repurchase agreements have been terminated. The simplified employee pension plans were terminated effective October 31, 2004 in accordance with the terms of the purchase agreement.

F-13

$300,000,000

Hughes Supply, Inc.

Offer to Exchange All Outstanding

5.50% Senior Notes due 2014

for 5.50% Senior Notes due 2014, which have been registered

under the Securities Act of 1933

Until                     , 2005, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

PROSPECTUS

                    , 2005

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Hughes Supply is a Florida corporation. The Florida Business Corporation Act, as amended (the “Florida Act”), provides that, in general, a business corporation may indemnify any person who is or was a party to any proceeding (other than an action by, or in the right of, the corporation) by reason of the fact that he is or was a director or officer of the corporation, against liability incurred in connection with such proceeding, including any appeal thereof, provided certain standards are met, including that such officer or director acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and provided further that, with respect to any criminal action or proceeding, the officer or director had no reasonable cause to believe his conduct was unlawful. In the case of proceedings by or in the right of the corporation, the Florida Act provides that, in general, a corporation may indemnify any person who was or is a party to any such proceeding by reason of the fact that he is or was a director or officer of the corporation against expenses and amounts paid in settlement actually and reasonably incurred in connection with the defense or settlement of such proceedings, including any appeal thereof, provided that such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim as to which such person is adjudged liable unless a court of competent jurisdiction determines upon application that such person is fairly and reasonably entitled to indemnity. To the extent that any officers or directors are successful on the merits or otherwise in the defense of any of the proceedings described above, the Florida Act provides that the corporation is required to indemnify such officers or directors against expenses actually and reasonably incurred in connection therewith. However, the Florida Act further provides that, in general, indemnification or advancement of expenses shall not be made to or on behalf of any officer or director if a judgment or other final adjudication establishes that his actions, or omissions to act, were material to the cause of the action so adjudicated and constitute: (i) a violation of the criminal law, unless the director or officer had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a transaction from which the director or officer derived an improper personal benefit; (iii) in the case of a director, a circumstance under which the director has voted for or assented to a distribution made in violation of the Florida Act or the corporation’s articles of incorporation; or (iv) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder. Our bylaws provide that we shall indemnify any director, officer, employee or agent or any former director, officer, employee or agent to the fullest extent permitted by Florida law. Hughes Supply has purchased insurance with respect to, among other things, any liabilities that may arise under the statutory provisions referred to above.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits

Exhibit No.	Description
3.1	Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 to Form 8-K dated August 30, 2004
3.2	Amended and Restated By-Laws, as amended and restated on August 24, 2004, incorporated by reference to Exhibit 3.2 to Form 8-K dated August 30, 2004
3.3	Rights Agreement dated as of May 20, 1998 between Hughes Supply, Inc. and American Stock Transfer & Trust Company, incorporated by reference to Exhibit 99.2 to Form 8-A dated May 22, 1998 (Commission File No. 001-08772)
3.4	Articles of Incorporation of Compass Utility Supply, Inc.
3.5	Bylaws of Compass Utility Supply, Inc.

II-1

Exhibit No.	Description
3.6	Articles of Incorporation of Hughes Building Materials Group, Inc.
3.7	Bylaws of Hughes Building Materials Group, Inc.
3.8	Articles of Organization of Hughes Building Materials Holdings, LLC
3.9	Operating Agreement of Hughes Building Materials Holdings, LLC
3.10	Certificate of Limited Partnership of Hughes Building Materials, Ltd.
3.11	Limited Partnership Agreement of Hughes Building Materials, Ltd.
3.12	Certificate of Incorporation of Hughes Canada, Inc.
3.13	Bylaws of Hughes Canada, Inc.
3.14	Articles of Organization of Hughes Electric Holdings, LLC
3.15	Operating Agreement of Hughes Electric Holdings, LLC
3.16	Certificate of Limited Partnership of Hughes Electric Supply, Ltd.
3.17	Limited Partnership Agreement of Hughes Electric Supply, Ltd.
3.18	Certificate of Incorporation of Hughes GP & Management, Inc.
3.19	Bylaws of Hughes GP & Management, Inc.
3.20	Articles of Organization of Hughes Holdings, LLC
3.21	Operating Agreement of Hughes Holdings, LLC
3.22	Certificate of Incorporation of Hughes Insurance Holdings, Inc.
3.23	Bylaws of Hughes Insurance Holdings, Inc.
3.24	Certificate of Incorporation of Hughes MRO Group, Inc.
3.25	Bylaws of Hughes MRO Group, Inc.
3.26	Certificate of Formation of Hughes MRO Holdings, LLC
3.27	Operating Agreement of Hughes MRO Holdings, LLC
3.28	Certificate of Limited Partnership of Hughes MRO, Ltd.
3.29	Limited Partnership Agreement of Hughes MRO, Ltd.
3.30	Articles of Incorporation of Hughes Plumbing Group, Inc.
3.31	Bylaws of Hughes Plumbing Group, Inc.
3.32	Articles of Organization of Hughes Plumbing Holdings, LLC
3.33	Operating Agreement of Hughes Plumbing Holdings, LLC
3.34	Certificate of Limited Partnership of Hughes Plumbing Supply, Ltd.
3.35	Limited Partnership Agreement of Hughes Plumbing Supply, Ltd.
3.36	Certificate of Incorporation of Hughes Supply Management, Inc.
3.37	Bylaws of Hughes Supply Management, Inc.
3.38	Certificate of Incorporation of Hughes Supply Management Services, Inc.
3.39	Bylaws of Hughes Supply Management Services, Inc.

II-2

Exhibit No.	Description
3.40	Certificate of Incorporation of Hughes Supply Shared Services, Inc.
3.41	Bylaws of Hughes Supply Shared Services, Inc.
3.42	Certificate of Incorporation of Hughes Utilities Group, Inc.
3.43	Bylaws of Hughes Utilities Group, Inc.
3.44	Articles of Organization of Hughes Utilities Holdings, LLC
3.45	Operating Agreement of Hughes Utilities Holdings, LLC
3.46	Certificate of Limited Partnership of Hughes Utilities, Ltd.
3.47	Limited Partnership Agreement of Hughes Utilities, Ltd.
3.48	Articles of Organization of Hughes Water & Sewer Holdings, LLC
3.49	Operating Agreement of Hughes Water & Sewer Holdings, LLC
3.50	Certificate of Limited Partnership of Hughes Water & Sewer, Ltd.
3.51	Limited Partnership Agreement of Hughes Water & Sewer, Ltd.
3.52	Certificate of Formation of HSI Funding, LLC
3.53	Operating Agreement of HSI Funding, LLC
3.54	Certificate of Incorporation of HSI IP, Inc.
3.55	Bylaws of HSI IP, Inc.
3.56	Articles of Incorporation of Merex Corporation
3.57	Bylaws of Merex Corporation
3.58	Constitution of Merex De Mexico, Sociedad Anonima De Capital Variable
3.59	Constitution of Merex Diesel Power, Sociedad Anonima De Capital Variable
3.60	Articles of Incorporation of Montana Electric Supply
3.61	Bylaws of Montana Electric Supply
3.62	Articles of Incorporation of Montana Electric Supply, Inc.
3.63	Bylaws of Montana Electric Supply, Inc.
3.64	Certificate of Formation of Provalue, LLC
3.65	Operating Agreement of Provalue, LLC
3.66	Articles of Incorporation of Southwest Power, Inc.
3.67	Bylaws of Southwest Power, Inc.
3.68	Certificate of Limited Partnership of Southwest Stainless, L.P.
3.69	Limited Partnership Agreement of Southwest Stainless, L.P.
3.70	Certificate of Formation of SWS Acquisition, LLC
3.71	Operating Agreement of SWS Acquisition, LLC
3.72	Articles of Organization of Utility Products Supply Company, LLC
3.73	Operating Agreement of Utility Products Supply Company, LLC

II-3

Exhibit No.	Description
3.74	Articles of Incorporation of WES Acquisition Corporation, Inc. d/b/a Wyoline Electric Supply, Inc.
3.75	Bylaws of WES Acquisition Corporation, Inc. d/b/a Wyoline Electric Supply, Inc.
3.76	Articles of Incorporation of Western States Electric, Inc.
3.77	Bylaws of Western States Electric, Inc.
3.78	Articles of Incorporation of World-Wide Travel Network, Inc.
3.79	Bylaws of World-Wide Travel Network, Inc.
4.1	Indenture, dated as of October 12, 2004, by and among Hughes Supply, Inc., substantially all of its subsidiaries, and U.S. Bank National Association, incorporated by reference to Exhibit 4.1 to Form 8-K dated October 12, 2004
4.2	Registration Rights Agreement, dated as of October 12, 2004, among Hughes Supply, Inc., substantially all of its subsidiaries, and the initial purchasers named therein, incorporated by reference to Exhibit 99.2 to Form 8-K dated October 12, 2004
4.3	Form of Note (contained in Exhibit 4.1)
4.4	Form of Guarantee (contained in Exhibit 4.1)
5.1	Opinion of Holland & Knight LLP
12.1	Statement regarding Computation of Ratio of Earnings to Fixed Charges
21.1	List of Subsidiaries
23.1	Consent of Holland & Knight LLP (contained in Exhibit 5.1)
23.2	Consent of PricewaterhouseCoopers LLP, Independent Registered Certified Public Accounting Firm
23.3	Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm
24.1	Powers of Attorney (included on signature pages of Registration Statement)
25.1	Statement of Eligibility of Trustee, U.S. Bank National Association, on Form T-1
99.1	Form of Letter of Transmittal for the Original Notes
99.2	Form of Notice of Guaranteed Delivery for the Original Notes
99.3	Form of Exchange Agent Agreement

II-4

Item 22.

The undersigned Registrants hereby undertake:

(A) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration statement:

(i) To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933, as amended;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(B) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed after the effective date of the registration statement through the date of responding to the request.

(C) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective.

(D) That for purposes of determining any liability under the Securities Act, each filing of the registrants’ annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in said act and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the act and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 10, 2005.

HUGHES SUPPLY, INC.
By:	/S/    DAVID BEARMAN
	David Bearman Executive Vice President and Chief Financial Officer

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints DAVID BEARMAN and JOHN Z. PARÉ, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/S/    THOMAS I. MORGAN         Thomas I. Morgan	President and Chief Executive Officer and Director (Principal Executive Officer)	May 10, 2005
/S/    DAVID BEARMAN         David Bearman	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 10, 2005
/S/    DAVID H. HUGHES         David H. Hughes	Chairman and Director	May 10, 2005
/S/    JOHN D. BAKER II         John D. Baker II	Director	May 10, 2005
/S/    ROBERT N. BLACKFORD         Robert N. Blackford	Director	May 10, 2005
H. Corbin Day	Director	May 10, 2005
/S/    VINCENT S. HUGHES         Vincent S. Hughes	Director	May 10, 2005
/S/    DALE E. JONES         Dale E. Jones	Director	May 10, 2005
/S/    WILLIAM P. KENNEDY         William P. Kennedy	Director	May 10, 2005
/S/    PATRICK J. KNIPE         Patrick J. Knipe	Director	May 10, 2005
/S/    AMOS R. MCMULLIAN         Amos R. McMullian	Director	May 10, 2005

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrants have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 10, 2005.

COMPASS UTILITY SUPPLY, LTD.
HUGHES BUILDING MATERIALS GROUP, INC.
HUGHES CANADA, INC.
HUGHES GP & MANAGEMENT, INC.
HUGHES INSURANCE HOLDINGS, INC.,
HUGHES MRO GROUP, INC.
HUGHES PLUMBING GROUP, INC.
HUGHES SUPPLY MANAGEMENT, INC.
HUGHES SUPPLY MANAGEMENT SERVICES, INC.
HUGHES UTILITIES GROUP, INC.
MEREX CORPORATION
MONTANA ELECTRIC SUPPLY
MONTANA ELECTRIC SUPPLY, INC.
SOUTHWEST POWER, INC.
WESTERN STATES ELECTRIC, INC.
WORLD-WIDE TRAVEL NETWORK, INC.
WES ACQUISITION CORPORATION (d/b/a Wyoline Electric Supply, Inc.)
By:	/S/    DAVID BEARMAN
	David Bearman Treasurer

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints DAVID BEARMAN and JOHN Z. PARÉ, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/S/    THOMAS I. MORGAN         Thomas I. Morgan	President and Director (Principal Executive Officer)	May 10, 2005
/S/    DAVID BEARMAN       David Bearman	Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	May 10, 2005
/S/    DAVID H. HUGHES         David H. Hughes	Chairman and Director	May 10, 2005

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrants have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 10, 2005.

HSI FUNDING, LLC
By:	/S/    GORDON W. STEWART
	Gordon W. Stewart President

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints DAVID BEARMAN and JOHN Z. PARÉ, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/S/    GORDON W. STEWART         Gordon W. Stewart	President, Assistant Secretary and Member of Board of Managers (Principal Executive Officer)	May 10, 2005
/S/    CARL E. GILLERT         Carl E. Gillert	Assistant Treasurer and Member of Board of Managers (Principal Financial Officer and Principal Accounting Officer)	May 10, 2005
/S/    STEPHEN J. WILDER         Stephen J. Wilder	Vice President, Treasurer and Member of Board of Managers	May 10, 2005

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrants have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 10, 2005.

HSI IP, INC.
By:	/S/    GORDON W. STEWART
	Gordon W. Stewart President

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints DAVID BEARMAN and JOHN Z. PARÉ, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/S/    GORDON W. STEWART         Gordon W. Stewart	President, Assistant Secretary and Director (Principal Executive Officer)	May 10, 2005
/S/    CARL E. GILLERT         Carl E. Gillert	Assistant Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	May 10, 2005
/S/    STEPHEN J. WILDER         Stephen J. Wilder	Vice President, Treasurer and Director	May 10, 2005

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrants have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 10, 2005.

HUGHES BUILDING MATERIALS HOLDINGS, LLC HUGHES ELECTRIC HOLDINGS, LLC HUGHES HOLDINGS, LLC HUGHES MRO HOLDINGS, LLC HUGHES PLUMBING HOLDINGS, LLC HUGHES UTILITIES HOLDINGS, LLC HUGHES WATER & SEWER HOLDINGS, LLC UTILITY PRODUCTS SUPPLY COMPANY, LLC
	By:	HUGHES GP & MANAGEMENT, INC., manager
		By:	/S/    DAVID BEARMAN
			David Bearman Treasurer

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints DAVID BEARMAN and JOHN Z. PARÉ, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/S/    THOMAS I. MORGAN         Thomas I. Morgan	President and Director (Principal Executive Officer)	May 10, 2005
/S/    DAVID BEARMAN         David Bearman	Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	May 10, 2005
/S/    DAVID H. HUGHES         David H. Hughes	Chairman and Director	May 10, 2005

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrants have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 10, 2005.

HUGHES BUILDING MATERIALS, LTD. HUGHES ELECTRIC SUPPLY, LTD. HUGHES MRO, LTD. HUGHES PLUMBING SUPPLY, LTD. HUGHES UTILITIES, LTD. HUGHES WATER & SEWER, LTD. SOUTHWEST STAINLESS, LP
	By:	HUGHES GP & MANAGEMENT, INC., general partner
		By:	/S/    DAVID BEARMAN
			David Bearman Treasurer

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints DAVID BEARMAN and JOHN Z. PARÉ, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/S/    THOMAS I. MORGAN         Thomas I. Morgan	President and Director (Principal Executive Officer)	May 10, 2005
/S/    DAVID BEARMAN         David Bearman	Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	May 10, 2005
/S/    DAVID H. HUGHES         David H. Hughes	Chairman and Director	May 10, 2005

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 10, 2005.

PROVALUE, LLC
	By:	HUGHES SUPPLY SHARED SERVICES, INC., manager
		By:	/S/    DAVID BEARMAN
			David Bearman Treasurer

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints DAVID BEARMAN and JOHN Z. PARÉ, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/S/    THOMAS I. MORGAN         Thomas I. Morgan	President and Chief Operating Officer and Director (Principal Executive Officer)	May 10, 2005
/S/    DAVID BEARMAN         David Bearman	Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 10, 2005
/S/    JOHN A. STEELE         John A. Steele	Chairman and Director	May 10, 2005
/S/    STEPHEN R. BENTON         Stephen R. Benton	Director	May 10, 2005
/S/    JEFF A. CLYNE         Jeff A. Clyne	Director	May 10, 2005
/S/    JASPER L. HOLLAND, JR.         Jasper L. Holland, Jr.	Director	May 10, 2005
/S/    CLYDE E. HUGHES III         Clyde E. Hughes III	Director	May 10, 2005
/S/    RICK MCCLURE         Rick McClure	Director	May 10, 2005
/S/    MICHAEL L. STANWOOD         Michael L. Stanwood	Director	May 10, 2005
/S/    THOMAS J. STARNES         Thomas J. Starnes	Director	May 10, 2005

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 10, 2005.

HUGHES SUPPLY SHARED SERVICES, INC.
By:	/S/    DAVID BEARMAN
	David Bearman Treasurer

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints DAVID BEARMAN and JOHN Z. PARÉ, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/S/    THOMAS I. MORGAN         Thomas I. Morgan	President and Chief Operating Officer and Director (Principal Executive Officer)	May 10, 2005
/S/    DAVID BEARMAN         David Bearman	Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 10, 2005
/S/    JOHN A. STEELE         John A. Steele	Chairman and Director	May 10, 2005
/S/    STEPHEN R. BENTON         Stephen R. Benton	Director	May 10, 2005
/S/    JEFF A. CLYNE         Jeff A. Clyne	Director	May 10, 2005
/S/    JASPER L. HOLLAND, JR.         Jasper L. Holland, Jr.	Director	May 10, 2005
/S/    CLYDE E. HUGHES III         Clyde E. Hughes III	Director	May 10, 2005
/S/    RICK MCCLURE         Rick McClure	Director	May 10, 2005
/S/    MICHAEL L. STANWOOD         Michael L. Stanwood	Director	May 10, 2005
/S/    THOMAS J. STARNES         Thomas J. Starnes	Director	May 10, 2005

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 10, 2005.

MEREX DE MEXICO, S.A. DE C.V.
MEREX DIESEL POWER, S.A. DE C.V.
By:	/S/    HERNAN GUSTAVO JOFRE RODRIGUEZ
	Hernan Gustavo Jofre Rodriguez Sole Administrator

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints DAVID BEARMAN and JOHN Z. PARÉ, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/S/    HERNAN GUSTAVO JOFRE RODRIGUEZ         Hernan Gustavo Jofre Rodriguez	Sole Administrator (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	May 10, 2005

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 10, 2005.

SWS ACQUISITION, LLC
By:	/S/    GORDON W. STEWART
	Gordon W. Stewart President

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints DAVID BEARMAN and JOHN Z. PARÉ, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/S/    GORDON W. STEWART         Gordon W. Stewart	President, Assistant Secretary and Member of Board of Managers (Principal Executive Officer)	May 10, 2005
/S/    DAVID BEARMAN         David Bearman	Principal Financial Officer and Principal Accounting Officer and Member of Board of Managers	May 10, 2005
/S/    CARL E. GILLERT         Carl E. Gillert	Assistant Treasurer and Member of Board of Managers	May 10, 2005

II-15

INDEX TO EXHIBITS

Exhibit No.	Description
3.1	Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 to Form 8-K dated August 30, 2004
3.2	Amended and Restated By-Laws, as amended and restated on August 24, 2004, incorporated by reference to Exhibit 3.2 to Form 8-K dated August 30, 2004
3.3	Rights Agreement dated as of May 20, 1998 between Hughes Supply, Inc. and American Stock Transfer & Trust Company, incorporated by reference to Exhibit 99.2 to Form 8-A dated May 22, 1998 (Commission File No. 001-08772)
3.4	Articles of Incorporation of Compass Utility Supply, Inc.
3.5	Bylaws of Compass Utility Supply, Inc.
3.6	Articles of Incorporation of Hughes Building Materials Group, Inc.
3.7	Bylaws of Hughes Building Materials Group, Inc.
3.8	Articles of Organization of Hughes Building Materials Holdings, LLC
3.9	Operating Agreement of Hughes Building Materials Holdings, LLC
3.10	Certificate of Limited Partnership of Hughes Building Materials, Ltd.
3.11	Limited Partnership Agreement of Hughes Building Materials, Ltd.
3.12	Certificate of Incorporation of Hughes Canada, Inc.
3.13	Bylaws of Hughes Canada, Inc.
3.14	Articles of Organization of Hughes Electric Holdings, LLC
3.15	Operating Agreement of Hughes Electric Holdings, LLC
3.16	Certificate of Limited Partnership of Hughes Electric Supply, Ltd.
3.17	Limited Partnership Agreement of Hughes Electric Supply, Ltd.
3.18	Certificate of Incorporation of Hughes GP & Management, Inc.
3.19	Bylaws of Hughes GP & Management, Inc.
3.20	Articles of Organization of Hughes Holdings, LLC
3.21	Operating Agreement of Hughes Holdings, LLC
3.22	Certificate of Incorporation of Hughes Insurance Holdings, Inc.
3.23	Bylaws of Hughes Insurance Holdings, Inc.
3.24	Certificate of Incorporation of Hughes MRO Group, Inc.
3.25	Bylaws of Hughes MRO Group, Inc.
3.26	Certificate of Formation of Hughes MRO Holdings, LLC
3.27	Operating Agreement of Hughes MRO Holdings, LLC
3.28	Certificate of Limited Partnership of Hughes MRO, Ltd.
3.29	Limited Partnership Agreement of Hughes MRO, Ltd.
3.30	Articles of Incorporation of Hughes Plumbing Group, Inc.

II-16

Exhibit No.	Description
3.31	Bylaws of Hughes Plumbing Group, Inc.
3.32	Articles of Organization of Hughes Plumbing Holdings, LLC
3.33	Operating Agreement of Hughes Plumbing Holdings, LLC
3.34	Certificate of Limited Partnership of Hughes Plumbing Supply, Ltd.
3.35	Limited Partnership Agreement of Hughes Plumbing Supply, Ltd.
3.36	Certificate of Incorporation of Hughes Supply Management, Inc.
3.37	Bylaws of Hughes Supply Management, Inc.
3.38	Certificate of Incorporation of Hughes Supply Management Services, Inc.
3.39	Bylaws of Hughes Supply Management Services, Inc.
3.40	Certificate of Incorporation of Hughes Supply Shared Services, Inc.
3.41	Bylaws of Hughes Supply Shared Services, Inc.
3.42	Certificate of Incorporation of Hughes Utilities Group, Inc.
3.43	Bylaws of Hughes Utilities Group, Inc.
3.44	Articles of Organization of Hughes Utilities Holdings, LLC
3.45	Operating Agreement of Hughes Utilities Holdings, LLC
3.46	Certificate of Limited Partnership of Hughes Utilities, Ltd.
3.47	Limited Partnership Agreement of Hughes Utilities, Ltd.
3.48	Articles of Organization of Hughes Water & Sewer Holdings, LLC
3.49	Operating Agreement of Hughes Water & Sewer Holdings, LLC
3.50	Certificate of Limited Partnership of Hughes Water & Sewer, Ltd.
3.51	Limited Partnership Agreement of Hughes Water & Sewer, Ltd.
3.52	Certificate of Formation of HSI Funding, LLC
3.53	Operating Agreement of HSI Funding, LLC
3.54	Certificate of Incorporation of HSI IP, Inc.
3.55	Bylaws of HSI IP, Inc.
3.56	Articles of Incorporation of Merex Corporation
3.57	Bylaws of Merex Corporation
3.58	Constitution of Merex De Mexico, Sociedad Anonima De Capital Variable
3.59	Constitution of Merex Diesel Power, Sociedad Anonima De Capital Variable
3.60	Articles of Incorporation of Montana Electric Supply
3.61	Bylaws of Montana Electric Supply
3.62	Articles of Incorporation of Montana Electric Supply, Inc.

II-17

Exhibit No.	Description
3.63	Bylaws of Montana Electric Supply, Inc.
3.64	Certificate of Formation of Provalue, LLC
3.65	Operating Agreement of Provalue, LLC
3.66	Articles of Incorporation of Southwest Power, Inc.
3.67	Bylaws of Southwest Power, Inc.
3.68	Certificate of Limited Partnership of Southwest Stainless, L.P.
3.69	Limited Partnership Agreement of Southwest Stainless, L.P.
3.70	Certificate of Formation of SWS Acquisition, LLC
3.71	Operating Agreement of SWS Acquisition, LLC
3.72	Articles of Organization of Utility Products Supply Company, LLC
3.73	Operating Agreement of Utility Products Supply Company, LLC
3.74	Articles of Incorporation of WES Acquisition Corporation, Inc. d/b/a Wyoline Electric Supply, Inc.
3.75	Bylaws of WES Acquisition Corporation, Inc. d/b/a Wyoline Electric Supply, Inc.
3.76	Articles of Incorporation of Western States Electric, Inc.
3.77	Bylaws of Western States Electric, Inc.
3.78	Articles of Incorporation of World-Wide Travel Network, Inc.
3.79	Bylaws of World-Wide Travel Network, Inc.
4.1	Indenture, dated as of October 12, 2004, by and among Hughes Supply, Inc., substantially all of its subsidiaries, and U.S. Bank National Association, incorporated by reference to Exhibit 4.1 to Form 8-K dated October 12, 2004
4.2	Registration Rights Agreement, dated as of October 12, 2004, among Hughes Supply, Inc., substantially all of its subsidiaries, and the initial purchasers named therein, incorporated by reference to Exhibit 99.2 to Form 8-K dated October 12, 2004
4.3	Form of Note (contained in Exhibit 4.1)
4.4	Form of Guarantee (contained in Exhibit 4.1)
5.1	Opinion of Holland & Knight LLP
12.1	Statement regarding Computation of Ratio of Earnings to Fixed Charges
21.1	List of Subsidiaries
23.1	Consent of Holland & Knight LLP (contained in Exhibit 5.1)
23.2	Consent of PricewaterhouseCoopers LLP, Independent Registered Certified Public Accounting Firm
23.3	Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm
24.1	Powers of Attorney (included on signature pages of Registration Statement)

II-18

Exhibit No.	Description
25.1	Statement of Eligibility of Trustee, U.S. Bank National Association, on Form T-1
99.1	Form of Letter of Transmittal for the Original Notes
99.2	Form of Notice of Guaranteed Delivery for the Original Notes
99.3	Form of Exchange Agent Agreement

II-19

EX-3.4

Exhibit 3.4

ARTICLES OF INCORPORATION

OF

COMPASS UTILITY SUPPLY, LTD.

The undersigned natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Oregon Business Corporation Act, adopts the following Articles of Incorporation:

ARTICLE 1. NAME

The name of the corporation is Compass Utility Supply, Ltd.

ARTICLE 2. DURATION

The period of the corporation’s duration shall be perpetual.

ARTICLE 3. PURPOSES AND POWERS

The purpose for which the corporation is organized is to engage in any business, trade or activity which may lawfully be conducted by a corporation organized under the Oregon Business Corporation Act.

The corporation shall have the authority to engage in any and all such activities as are incidental or conducive to the attainment of the purposes of the corporation and to exercise any and all powers authorized or permitted under any laws that may be now or hereafter applicable or available to the corporation.

ARTICLE 4. SHARES

The corporation shall have authority to issue 10,000 shares of voting common stock, and each share shall have a par value of $0.01 per share.

ARTICLE 5. REGISTERED OFFICE AND AGENT

The name of the initial registered agent of the corporation and the address of its registered office are as follows:

Western States Electric, Inc.

9151 S.E. McBrod

Portland, Oregon 97222

ARTICLE 6. SHAREHOLDER ACTION WITHOUT MEETING

Action required or permitted by the Oregon Business Corporation Act or these Articles of Incorporation to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by shareholders having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shareholders entitled to vote on the action were present and voted.

ARTICLE 7. LIMITATION OF DIRECTOR LIABILITY

To the fullest extent that the Oregon Business Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of the corporation shall not be liable to the corporation or its shareholders for any monetary damages for conduct as a director. Any amendment to or repeal of this Article or amendment to the Oregon Business Corporation Act shall not adversely affect any right or protection of a director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE 8. INDEMNIFICATION

To the fullest extent not prohibited by law, the corporation: (i) shall indemnify any person who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the corporation), by reason of the fact that the person is or was a director of the corporation, and (ii) may indemnify any person who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the corporation), by reason of the fact that the person is or was an officer, employee or agent of the corporation, or a fiduciary (within the meaning of the Employee Retirement Income Security Act of 1974), with respect to any employee benefit plan of the corporation, or serves or served at the request of the corporation as a director or officer of, or as a fiduciary (as defined above) of an employee benefit plan of, another corporation, partnership, joint venture, trust or other enterprise. This Article shall not be deemed exclusive of any other provisions for the indemnification of directors, officers, employees, or agents that may be included in any statute, bylaw, agreement, resolution of shareholders or directors or otherwise, both as to action in any official capacity and action in any other capacity while holding office, or while an employee or agent of the corporation. For purposes of this Article, “corporation” shall mean the corporation incorporated hereunder and any successor corporation thereof.

ARTICLE 9. INCORPORATOR

The name and address of the incorporator are:

Michael S. Gadd

1120 NW Couch Street

10th Floor

Portland, Oregon 97209

2

ARTICLE 10. NOTICES

The address where the State of Oregon Corporation Division may mail notices to the corporation is:

Western States Electric, Inc.

9151 S.E. McBrod

Portland, Oregon 97222

The undersigned incorporator has executed these Articles of Incorporation this 11th day of February, 2004.

/s/ Michael S. Gadd

Michael S. Gadd, Incorporator

3

EX-3.5

Exhibit 3.5

BYLAWS

OF

COMPASS UTILITY SUPPLY, LTD.

Originally adopted on: February 12, 2004

Amendments are listed on page i

AMENDMENTS

Section Effect of Amendment Date of Amendment

Page i

CONTENTS

SECTION 1. OFFICES			1
SECTION 2. SHAREHOLDERS			1
2.1	Annual Meeting		1
2.2	Special Meetings		1
2.3	Meetings by Telecommunications		1
2.4	Place of Meeting		2
2.5	Notice of Meeting		2
2.6	Waiver of Notice		2
2.7	Fixing of Record Date for Determining Shareholders		3
2.8	Shareholders’ List		3
2.9	Quorum		4
2.10	Manner of Acting		4
2.11	Proxies		4
2.12	Voting of Shares		5
2.13	Voting for Directors		5
2.14	Action by Shareholders Without a Meeting		5
2.15	Voting of Shares by Corporations		6
	2.15.1	Shares Held by Another Corporation	6
	2.15.2	Shares Held by the Corporation	6
2.16	Acceptance or Rejection of Shareholder Votes, Consents, Waivers and Proxy Appointments		6
	2.16.1	Documents Bearing Name of Shareholders	6
	2.16.2	Documents Bearing Name of Third Parties	6
	2.16.3	Rejection of Documents	7
SECTION 3. BOARD OF DIRECTORS			7
3.1	General Powers		7
3.2	Number, Tenure and Qualifications		7

Page i

3.3	Annual and Regular Meetings		8
3.4	Special Meetings		8
3.5	Meetings by Telecommunications		8
3.6	Notice of Special Meetings		8
	3.6.1	Personal Delivery	8
	3.6.2	Delivery by Mail	8
	3.6.3	Delivery by Telegraph	9
	3.6.4	Oral Notice	9
	3.6.5	Notice by Facsimile Transmission	9
	3.6.6	Notice by Private Courier	9
3.7	Waiver of Notice		9
	3.7.1	Written Waiver	9
	3.7.2	Waiver by Attendance	9
3.8	Quorum		10
3.9	Manner of Acting		10
3.10	Presumption of Assent		10
3.11	Action by Board or Committees Without a Meeting		10
3.12	Resignation		10
3.13	Removal		11
3.14	Vacancies		11
3.15	Minutes		11
3.16	Executive and Other Committees		12
	3.16.1	Creation of Committees	12
	3.16.2	Authority of Committees	12
	3.16.3	Quorum and Manner of Acting	12
	3.16.4	Minutes of Meetings	12
	3.16.5	Resignation	12
	3.16.6	Removal	13
3.17	Compensation		13

Page ii

SECTION 4. OFFICERS			13
4.1	Number		13
4.2	Appointment and Term of Office		13
4.3	Resignation		14
4.4	Removal		14
4.5	Vacancies		14
4.6	Chair of the Board		14
4.7	President		14
4.8	Vice President		15
4.9	Secretary		15
4.10	Treasurer		15
4.11	Salaries		16
SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS			16
5.1	Contracts		16
5.2	Loans to the Corporation		16
5.3	Loans to Directors		16
5.4	Checks, Drafts, Etc.		16
5.5	Deposits		17
SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER			17
6.1	Issuance of Shares		17
6.2	Escrow for Shares		17
6.3	Certificates for Shares		17
6.4	Stock Records		17
6.5	Restriction on Transfer		18
	6.5.1	Securities Laws	18
	6.5.2	Other Restrictions	18
6.6	Transfer of Shares		18
6.7	Lost or Destroyed Certificates		18

Page iii

6.8	Transfer Agent and Registrar	19
6.9	Officer Ceasing to Act	19
6.10	Fractional Shares	19
SECTION 7. BOOKS AND RECORDS		19
SECTION 8. FISCAL YEAR		19
SECTION 9. SEAL		19
SECTION 10. INDEMNIFICATION		19
10.1	Directors	19
10.2	Officers, Employees and Other Agents	20
10.3	No Presumption of Bad Faith	20
10.4	Advances of Expenses	20
10.5	Enforcement	20
10.6	Nonexclusivity of Rights	21
10.7	Survival of Rights	21
10.8	Insurance	21
10.9	Amendments to Law	21
10.10	Savings Clause	22
10.11	Certain Definitions	22
SECTION 11. AMENDMENTS		23

Page iv

BYLAWS

OF

COMPASS UTILITY SUPPLY, LTD.

SECTION 1. OFFICES

The principal office of the Corporation shall be located at the principal place of business or such other place as the Board of Directors (the “Board”) may designate. The Corporation may have such other offices, either within or without the State of Oregon, as the Board may designate or as the business of the Corporation may require from time to time.

SECTION 2. SHAREHOLDERS

2.1 Annual Meeting

The annual meeting of the shareholders shall be held the first Monday of May in each year, or on such other day as shall be fixed by resolution of the Board, at the principal office of the Corporation or such other place as fixed by the Board, for the purpose of electing Directors and transacting such other business as may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day.

2.2 Special Meetings

The Board, the President or the Chair of the Board may call special meetings of the shareholders for any purpose. The holders of not less than one-tenth of all the outstanding shares of the Corporation entitled to vote on any issue proposed to be considered at the proposed special meeting, if they date, sign and deliver to the Corporation’s Secretary a written demand for a special meeting describing the purpose(s) for which it is to be held, may call a special meeting of the shareholders for such stated purpose(s).

2.3 Meetings by Telecommunications

Shareholders of the Company may participate in a meeting of such shareholders by use of any means of communication by which all persons participating may simultaneously hear each other during the meeting. Participation by such means shall be deemed presence in person at the meeting.

Page 1

2.4 Place of Meeting

All meetings shall be held at the principal office of the Corporation or at such other place as designated by the Board, by any persons entitled to call a meeting hereunder, or in a waiver of notice signed by all of the shareholders entitled to vote at the meeting.

2.5 Notice of Meeting

(a) The Corporation shall cause to be delivered to each shareholder entitled to notice of or to vote at an annual or special meeting of shareholders, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting, written notice stating the date, time and place of the meeting and, in the case of a special meeting, the purpose(s) for which the meeting is called.

(b) Notice to a shareholder of an annual or special shareholder meeting shall be in writing. Such notice, if in comprehensible form, is effective (a) when mailed, if it is mailed postpaid and is correctly addressed to the shareholder’s address shown in the Corporation’s then-current record of shareholders, or (b) when received by the shareholder, if it is delivered by telegraph, facsimile transmission or private courier.

(c) If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment, unless a new record date for the adjourned meeting is or must be fixed under Section 2.7(a) of these bylaws or the Oregon Business Corporation Act.

2.6 Waiver of Notice

(a) Whenever any notice is required to be given to any shareholder under the provisions of these Bylaws, the Articles of Incorporation or the Oregon Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, and delivered to the Corporation for inclusion in the minutes for filing with the corporate records, shall be deemed equivalent to the giving of such notice.

(b) The attendance of a shareholder at a meeting waives objection to lack of, or defect in, notice of such meetings or of consideration of a particular matter at the meeting, unless the shareholder, at the beginning of the meeting or prior to consideration of such matter, objects to holding the meeting, transacting business at the meeting, or considering the matter when presented at the meeting.

Page 2

2.7 Fixing of Record Date for Determining Shareholders

(a) For the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board may fix in advance a date as the record date for any such determination. Such record date shall be not more than seventy (70) days, and in case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting, or to receive payment of a dividend, the date on which the notice of meeting is mailed or on which the resolution of the Board declaring such dividend is adopted, as the case may be, shall be the record date for such determination. Such determination shall apply to any adjournment of the meeting, provided such adjournment is not set for a date more than 120 days after the date fixed for the original meeting.

(b) The record date for the determination of shareholders entitled to demand a special shareholder meeting shall be the date the first shareholder signs the demand.

2.8 Shareholders’ List

(a) Beginning two (2) business days after notice of a meeting of shareholders is given, a complete alphabetical list of the shareholders entitled to notice of such meeting shall be made, arranged by voting group, and within each voting group by class or series, with the address of and number of shares held by each shareholder. This record shall be kept on file at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. On written demand, this record shall be subject to inspection by any shareholder at any time during normal business hours. Such record shall also be kept open at such meeting for inspection by any shareholder.

(b) A shareholder may, on written demand, copy the shareholders’ list at such shareholder’s expense during regular business hours, provided that:

(i) Such shareholder’s demand is made in good faith and for a proper purpose;

(ii) Such shareholder has described with reasonable particularity such shareholder’s purpose in the written demand; and

Page 3

(iii) The shareholders’ list is directly connected with such shareholder’s purpose.

2.9 Quorum

A majority of the votes entitled to be cast on a matter at a meeting by a voting group, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter at a meeting of the shareholders. If a quorum is not present for a matter to be acted upon, a majority of the shares represented at the meeting may adjourn the meeting from time to time without further notice. If the necessary quorum is present or represented at a reconvened meeting following such an adjournment, any business may be transacted that might have been transacted at the meeting as originally called. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

2.10 Manner of Acting

(a) If a quorum exists, action on a matter (other than the election of Directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the affirmative vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Oregon Business Corporation Act.

(b) If a matter is to be voted on by a single group, action on that matter is taken when voted upon by that voting group. If a matter is to be voted on by two or more voting groups, action on that matter is taken only when voted upon by each of those voting groups counted separately. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on such matter.

2.11 Proxies

A shareholder may vote by proxy executed in writing by the shareholder or by his or her attorney-in-fact. Such proxy shall be effective when received by the Secretary or other officer or agent authorized to tabulate votes at the meeting. A proxy shall become invalid eleven (11), months after the date of its execution, unless otherwise expressly provided in the proxy. A proxy for a specified meeting shall entitle the holder thereof to vote at any adjournment of such meeting but shall not be valid after the final adjournment thereof.

Page 4

2.12 Voting of Shares

Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

2.13 Voting for Directors

Each shareholder may vote, in person or by proxy, the number of shares owned by such shareholder that are entitled to vote at an election of Directors, for as many persons as there are Directors to be elected and for whose election such shares have a right to vote. Unless otherwise provided in the Articles of Incorporation, Directors are elected by a plurality of the votes cast by shares entitled to vote in the election at a meeting at which a quorum is present.

2.14 Action by Shareholders Without a Meeting

Action required or permitted by law to be taken a shareholders’ meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action, or, if the articles of incorporation so provide, by shareholders having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shareholders entitled to vote on the action were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by the required shareholders, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Action taken by written consent is effective, in the case of a unanimous written consent, when the last shareholder signs the consent, and in the case of a nonunanimous consent, when the consent or consents bearing sufficient signatures are delivered to the corporation, unless, in either case, the consent or consents specify an earlier or later effective date. If the law requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, the corporation most give its nonvoting shareholders written notice of the proposed action at least 10 days before the action is taken. If action is taken by nonunanimous written consent, the corporation must give written notice of the action promptly after the action is taken to shareholders who did not consent in writing to the action. Both the notice to nonvoting shareholders, if required, and the notice to shareholders who did not consent in writing to a nonunanimous written consent, must be accompanied by the same material that, under Oregon law, would have been required to be sent to such shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

Page 5

2.15 Voting of Shares by Corporations

2.15.1  Shares Held by Another Corporation

Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such other corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine; provided, however, such shares are not entitled to vote if the Corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of such other corporation.

2.15.2  Shares Held by the Corporation

Authorized but unissued shares shall not be voted or counted for determining whether a quorum exists at any meeting or counted in determining the total number of outstanding shares at any given time. Notwithstanding the foregoing, shares of its own stock held by the Corporation in a fiduciary capacity may be counted for purposes of determining whether a quorum exists, and may be voted by the Corporation.

2.16 Acceptance or Rejection of Shareholder Votes, Consents, Waivers and Proxy Appointments

2.16.1  Documents Bearing Name of Shareholders

If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the Secretary or other agent authorized to tabulate votes at the meeting may, if acting in good faith, accept such vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder.

2.16.2  Documents Bearing Name of Third Parties

If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of its shareholder, the Secretary or other agent authorized to tabulate votes at the meeting may nevertheless, if acting in good faith, accept such vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if:

(a) The shareholder is an entity and the name signed purports to be that of an officer or an agent of the entity;

(b) The name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the Secretary or other agent requests, acceptable evidence of fiduciary status has been presented;

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(c) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder, and, if the Secretary or other agent requests, acceptable evidence of this status has been presented;

(d) The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the Secretary or other agent requests, acceptable evidence of the signatory’s authority to sign has been presented; or

(e) Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.

2.16.3  Rejection of Documents

The Secretary or other agent authorized to tabulate votes at the meeting is entitled to reject a vote, consent, waiver or proxy appointment if such agent, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

SECTION 3. BOARD OF DIRECTORS

3.1 General Powers

The business and affairs of the Corporation shall be managed by the Board, except as may be otherwise provided in these Bylaws, the Articles of Incorporation or the Oregon Business Corporation Act.

3.2 Number, Tenure and Qualifications

The Board shall consist of no less than 3 and no more than 7 Directors, the specific number to be set by resolution of the Board or the shareholders. The number of Directors may be changed from time to time by amendment to these Bylaws, but no decrease in the number of Directors shall shorten the term of any incumbent Director. The terms of the Directors expire at the next annual shareholder’s meeting following their election. Despite the expiration of a Director’s term, however, the Director continues to serve until the Director’s successor is elected and qualifies or until there is a decrease in the number of Directors. Directors need not be shareholders of the Corporation or residents of the State of Oregon.

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3.3 Annual and Regular Meetings

An annual Board meeting shall be held without further notice immediately after and at the same place as the annual meeting of shareholders.

By resolution the Board, or any committee thereof, may specify the time and place for holding regular meetings thereof without other notice than such resolution.

3.4 Special Meetings

Special meetings of the Board or any committee designated by the Board may be called by or at the request of the Chair of the Board, or the President or any 2 Directors and, in the case of any special meeting of any committee designated by the Board, by the Chair thereof. The person or persons authorized to call special meetings may fix any place either within or without the State of Oregon as the place for holding any special Board or committee meeting called by them.

3.5 Meetings by Telecommunications

Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by use of any means of communication by which all persons participating may simultaneously hear each other during the meeting. Participation by such means shall be deemed presence in person at the meeting.

3.6 Notice of Special Meetings

Notice of a special Board or committee meeting stating the date, time and place of the meeting shall be given to a Director in writing or orally by telephone or in person as set forth below. Neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice of such meeting.

3.6.1 Personal Delivery

If delivery is by personal service, the notice shall be effective if delivered at such address at least one day before the meeting.

3.6.2 Delivery by Mail

If notice is delivered by mail, the notice shall be deemed effective if deposited in the official government mail at least five days before the meeting properly addressed to a Director at his or her address shown on the records of the Corporation with postage prepaid.

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3.6.3 Delivery by Telegraph

If notice is delivered by telegraph, the notice shall be deemed effective if the content thereof is delivered to the telegraph company by such time that the telegraph company guarantees delivery at least one day before the meeting.

3.6.4 Oral Notice

If notice is delivered orally, by telephone or in person, the notice shall be effective if personally given to a Director at least one day before the meeting.

3.6.5 Notice by Facsimile Transmission

If notice is delivered by facsimile transmission, the notice shall be deemed effective if the content thereof is transmitted to the office of a Director, at the facsimile number shown on the records of the Corporation, at least one day before the meeting, and receipt is either confirmed by confirming transmission equipment or acknowledged by the receiving office.

3.6.6 Notice by Private Courier

If notice is delivered by private courier, the notice shall be deemed effective if delivered to the courier, properly addressed and prepaid, by such time that the courier guarantees delivery at least one day before the meeting.

3.7 Waiver of Notice

3.7.1 Written Waiver

Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or the Oregon Business Corporation Act, a waiver thereof in writing, executed at any time, specifying the meeting for which notice is waived, signed by the person or persons entitled to such notice, and filed with the minutes or corporate records, shall be deemed equivalent to the giving of such notice.

3.7.2 Waiver by Attendance

The attendance of a Director at a Board or committee meeting shall constitute a waiver of notice of such meeting, unless the Director, at the beginning of the meeting, or promptly upon such Director’s arrival, objects to holding the meeting or transacting any business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

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3.8 Quorum

A majority of the number of Directors fixed by or in the manner provided by these Bylaws shall constitute a quorum for the transaction of business at any Board meeting.

3.9 Manner of Acting

The act of the majority of the Directors present at a Board or committee meeting at which there is a quorum shall be the act of the Board or committee, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Oregon Business Corporation Act.

3.10 Presumption of Assent

A Director of the Corporation present at a Board or committee meeting at which action on any corporate matter is taken shall be deemed to have assented to the action taken unless such Director objects at the beginning of the meeting, or promptly upon such Director’s arrival, to holding the meeting or transacting business at the meeting; or such Director’s dissent is entered in the minutes of the meeting; or such Director delivers a written notice of dissent or abstention to such action with the presiding officer of the meeting before the adjournment thereof, or such Director forwards such notice by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. A Director who voted in favor of such action may not thereafter dissent car abstain.

3.11 Action by Board or Committees Without a Meeting

Any action which could be taken at a meeting of the Board or of any committee appointed by the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each Director or by each committee member. The action shall be effective when the last signature is placed on the consent, unless the consent specifies an earlier or later date. Such written consent, which shall have the same effect as a unanimous vote of the Directors or such committee, shall be inserted in the minute book as if it were the minutes of a Board or committee meeting.

3.12 Resignation

Any Director may resign at any time by delivering written notice to the Chair of the Board, the Board, or to the registered office of the Corporation. Such resignation shall take effect at the time specified in the notice, or if no time is specified, upon delivery. Unless otherwise specified therein, the acceptance of such

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resignation shall not be necessary to make it effective. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board.

3.13 Removal

One or more members of the Board (including the entire Board) may be removed at a meeting of shareholders called expressly for that purpose, provided that the notice of such meeting states that the purpose, or one of the purposes, of the meeting is such removal. A member of the Board may be removed with or without cause, unless the Articles of Incorporation permit removal for cause only, by a vote of the holders of a majority of the shares then entitled to vote on the election of the Director(s). A Director may be removed only if the number of votes cast to remove the Director exceeds the number of votes cast to not remove the Director. If a Director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove such Director.

3.14 Vacancies

Any vacancy occurring on the Board, including a vacancy resulting from an increase in the number of Directors, may be filled by the shareholders, by the Board, by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board, or by a sole remaining Director. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office; except that the term of a Director elected by the Board to fill a vacancy expires at the next shareholders’ meeting at which Directors are elected. Any Directorship to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of a majority of the number of Directors fixed by the Bylaws prior to such increase for a term of office continuing only until the next election of Directors by the shareholders. Any Directorship not so filled by the Directors shall be filled by election at the next annual meeting of shareholders or at a special meeting of shareholders called for that purpose. If the vacant Directorship is filled by the shareholders and was held by a Director elected by a voting group of shareholders, then only the holders of shares of that voting group are entitled to vote to fill such vacancy. A vacancy that will occur at a specific later date by reason of a resignation effective at such later date or otherwise may be filled before the vacancy occurs, but the new Director may not take office until the vacancy occurs.

3.15 Minutes

The Board shall keep minutes of its meetings and shall cause them to be recorded in books kept for that purpose.

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3.16 Executive and Other Committees

3.16.1  Creation of Committees

The Board, by resolution adopted by a majority of the number of Directors fixed in the manner provided by these Bylaws, may appoint standing or temporary committees, including an Executive Committee, from its own number and consisting of no less than two (2) Directors. The Board may invest such committee(s) with such powers as it may see fit, subject to such conditions as may be prescribed by the Board, these Bylaws, the Articles of Incorporation and the Oregon Business Corporation Act.

3.16.2  Authority of Committees

Each committee shall have and may exercise all of the authority of the Board to the extent provided in the resolution of the Board designating the committee and any subsequent resolutions pertaining thereto and adopted in like manner, except that no such committee shall have the authority to (a) authorize distributions, except as may be permitted by Section 3.16.2(g) of these Bylaws; (b) approve or propose to shareholders actions required by the Oregon Business Corporation Act to be approved by shareholders; (c) fill vacancies on the Board or any committee thereof, (d) adopt, amend or repeal these Bylaws; (e) amend the Articles of Incorporation; (f) approve a plan of merger not requiring shareholder approval; or (g) authorize or approve reacquisition of shares, except within limits prescribed by the Board.

3.16.3  Quorum and Manner of Acting

A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee.

3.16.4  Minutes of Meetings

All committees so appointed shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose.

3.16.5  Resignation

Any member of any committee may resign at any time by delivering written notice thereof to the Board, the Chair of the Board or the Corporation. Any such resignation shall take effect at the time specified in the notice, or if no time is specified, upon delivery. Unless otherwise specified therein, the acceptance of such

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resignation shall not be necessary to make it effective. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board.

3.16.6  Removal

The Board may remove from office any member of any committee elected or appointed by it, but only by the affirmative vote of not less than a majority of the number of Directors fixed by or in the manner provided by these Bylaws.

3.17 Compensation

By Board resolution, Directors and committee members may be paid their expenses, if any, of attendance at each Board or committee meeting, or a fixed sum for attendance at each Board or committee meeting, or a stated salary as Director or a committee member, or a combination of the foregoing. No such payment shall preclude any Director or committee member from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 4. OFFICERS

4.1 Number

The Officers of the Corporation shall be a President and a Secretary, each of whom shall be appointed by the Board. One or more Vice Presidents, a Treasurer and such other Officers and assistant Officers, including a Chair of the Board, may be appointed by the Board; such Officers and assistant Officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any Officer may be assigned by the Board any additional title that the Board deems appropriate. The Board may delegate to any Officer or agent the power to appoint any such subordinate Officers or agents and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person.

4.2 Appointment and Term of Office

The Officers of the Corporation shall be appointed annually by the Board at the Board meeting held after the annual meeting of the shareholders. If the appointment of Officers is not made at such meeting, such appointment shall be made as soon thereafter as a Board meeting conveniently may be held. Unless an Officer dies, resigns, or is removed from office, he or she shall hold office until the next annual meeting of the Board or until his or her successor is appointed.

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4.3 Resignation

Any Officer may resign at any time by delivering written notice to the Corporation. Any such resignation shall take effect at the time specified in the notice, or if no time is specified, upon delivery. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board.

4.4 Removal

Any Officer or agent appointed by the Board may be removed by the Board, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an Officer or agent shall not of itself create contract rights.

4.5 Vacancies

A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term, or for a new term established by the Board. If a resignation is made effective at a later date, and the Corporation accepts such future effective date, the Board may fill the pending vacancy before the effective date, if the Board provides that the successor does not take office until the effective date.

4.6 Chair of the Board

If appointed, the Chair of the Board shall perform such duties as shall be assigned to him or her by the Board from time to time and shall preside over meetings of the Board and shareholders unless another Officer is appointed or designated by the Board as Chair of such meeting.

4.7 President

The President shall be the chief executive Officer of the Corporation unless some other Officer is so designated by the Board, shall preside over meetings of the Board and shareholders in the absence of a Chair of the Board and, subject to the Board’s control, shall supervise and control all of the assets, business and affairs of the Corporation. The President shall have authority to sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board for by these Bylaws to some other Officer or agent of the Corporation, or are required by law to be otherwise signed or executed

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by some other Officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are prescribed by the Board from time to time.

4.8 Vice President

In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President first appointed to such office) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Vice Presidents shall have, to the extent authorized by the President or the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts or other instruments. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by the Board.

4.9 Secretary

The Secretary shall (a) prepare and keep the minutes of meetings of the shareholders and the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be responsible for custody of the corporate records and seal of the corporation; (d) keep registers of the post office address of each shareholder and Director; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary.

4.10 Treasurer

If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board shall determine. The Treasurer shall have charge and custody of and be responsible for all funds, and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the

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Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.

4.11 Salaries

The salaries of the Officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No Officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the Corporation.

SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1 Contracts

The Board may authorize any Officer or Officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

5.2 Loans to the Corporation

No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general for confined to specific instances.

5.3 Loans to Directors

The Corporation shall not lend money to or guarantee the obligation of a Director unless (a) the particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, excluding the votes of the shares owned by or voted under the control of the benefited Director; or (b) the Board determines that the loan or guarantee benefits the Corporation and either approves the specific loan or guarantee or a general plan authorizing the loans and guarantees. The fact that a loan or guarantee is made in violation of this provision shall not affect the borrower’s liability on the loan.

5.4 Checks, Drafts, Etc.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers, or agent or agents, of the Corporation and in such manner as is from time to time determined by resolution of the Board.

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5.5 Deposits

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.

SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1 Issuance of Shares

No shares of the Corporation shall be issued unless authorized by the Board, which authorization shall include the maximum number of shares to be issued and the consideration to be received for each share. Before the Corporation issues shares, the Board shall determine that the consideration received or to be received for such shares is adequate. Such determination by the Board shall be conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable.

6.2 Escrow for Shares

The Board may authorize the placement in escrow of shares issued for a contract for future services or benefits or a promissory note, or may authorize other arrangements to restrict the transfer of shares, and may authorize the crediting of distributions in respect of such shares against their purchase price, until the services are performed, the note is paid or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the Board may cancel, in whole or in part, such shares placed in escrow or restricted and such distributions credited.

6.3 Certificates for Shares

Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board. Such certificates shall be signed by any two of the following officers: the Chair of the Board, the President, any Vice President, the Treasurer, the Secretary or any Assistant Secretary. Any or all of the signatures on a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar other than the Corporation itself or an employee of the Corporation. All certificates shall be consecutively numbered or otherwise identified.

6.4 Stock Records

The stock transfer books shall be kept at the registered office or principal place of business of the Corporation or at the office of the Corporation’s transfer agent or registrar. The name and address of each person to whom certificates for

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shares are issued, together with the class and number of shares represented by each such certificate and the date of issue thereof, shall be entered on the stock transfer books of the Corporation. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

6.5 Restriction on Transfer

6.5.1  Securities Laws

Except to the extent that the Corporation has obtained an opinion of counsel acceptable to the Corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restrictions are not required, all certificates representing shares of the Corporation shall bear conspicuously on the front or back of the certificate a legend or legends describing the restriction or restrictions.

6.5.2  Other Restrictions

In addition, the front or back of all certificates shall include conspicuous written notice of any further restrictions which may be imposed on the transferability of such shares.

6.6 Transfer of Shares

Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation pursuant to authorization or document of transfer made by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney-in-fact authorized by power of attorney duly executed and filled with the Secretary of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and cancelled.

6.7 Lost or Destroyed Certificates

In the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the Corporation as the Board may prescribe.

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6.8 Transfer Agent and Registrar

The Board may from time to time appoint one or more Transfer Agents and one or more Registrars for the shares of the Corporation, with such powers and duties as the Board shall determine by resolution.

6.9 Officer Ceasing to Act

In case any officer who has signed or whose facsimile signature has been placed upon a stock certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if the signer were such officer at the date of its issuance.

6.10 Fractional Shares

The Corporation shall not issue certificates for fractional shares.

SECTION 7. BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account, stock transfer books, minutes of the proceedings of its shareholders and Board and such other records as may be necessary or advisable.

SECTION 8. FISCAL YEAR

The fiscal year of the Corporation shall be the twelve-month period ending on December of each calendar year, provided that if a different fiscal year is at any time selected for purposes of federal income taxes, the fiscal year shall be the year so selected.

SECTION 9. SEAL

The seal of the Corporation, if any, shall consist of the name of the Corporation and the state of its incorporation.

SECTION 10. INDEMNIFICATION

10.1 Directors

The Corporation shall indemnify its directors to the fullest extent not prohibited by law.

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10.2 Officers, Employees and Other Agents

The Corporation shall have the power to indemnify its officers, employees and other agents to the fullest extent not prohibited by law.

10.3 No Presumption of Bad Faith

The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not action good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of this Corporation, or, with respect to any criminal proceeding, that the person had reasonable cause to believe that the conduct was unlawful.

10.4 Advances of Expenses

The expenses incurred by a director in any proceeding shall be paid by the Corporation in advance at the written request of the director, if the director:

(a) Furnishes the Corporation a written affirmation of such person’s good faith belief that such person is entitled to be indemnified by the Corporation; and

(b) Furnishes the Corporation a written undertaking to repay such advance to the extent that it is ultimately determined by a court that such person is not entitled to be indemnified by the Corporation. Such advances shall be made without regard to the person’s ability to repay such expenses and without regard to the person’s ultimate entitlement to indemnification under this Bylaw or otherwise.

10.5 Enforcement

Without the necessity of entering into an express contract, all rights to indemnification and advances under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Corporation and the director who serves in such capacity at any time while this Bylaw and any other applicable law, if any, are in effect. Any right to indemnification or advances granted by this Bylaw to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (a) the claim for indemnification or advances is denied, in whole or in part, or (b) no disposition of such claim is made within ninety (90) days of request thereof. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be also paid the expense of prosecuting the claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any proceeding in advance of its

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final disposition when the required affirmation and undertaking have been tendered to the Corporation) that the claimant has not met the standards of conduct which makes it permissible under the law for the Corporation to indemnify the claimant, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

10.6 Nonexclusivity of Rights

The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of articles of incorporation, bylaws, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the person’s official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances to the fullest extent not prohibited by law.

10.7 Survival of Rights

The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

10.8 Insurance

To the fullest extent not prohibited by law, the Corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

10.9 Amendments to Law

For purposes of this Bylaw, the meaning of “law” within the phrase “to the fullest extent not prohibited by law” shall include, but not be limited to, the Oregon Business Corporation Act, as the same exists on the date hereof or as it may be amended; provided, however, that in the case of any such amendment, such

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amendment shall apply only to the extent that it permits the Corporation to provide broader indemnification rights than the Act permitted the Corporation to provide prior to such amendment.

10.10  Savings Clause

If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, the Corporation shall indemnify each director to the fullest extent permitted by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.

10.11  Certain Definitions

For the purposes of this Section, the following definitions shall apply:

(a) The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement and appeal of any threatened, pending or completed action, suit or proceeding, whether brought in the right of the Corporation or otherwise and whether civil, criminal, administrative or investigative, in which the director may be or may have been involved as a party or otherwise by reason of the fact that the director is or was a director of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(b) The term “expenses” shall be broadly construed and shall include, without limitation, all costs, charges and expenses (including fees and disbursements of attorneys, accountants and other experts) actually and reasonably incurred by a director in connection with any proceeding, all expenses of investigations, judicial or administrative proceedings or appeals, and any expenses of establishing a right to indemnification under these Bylaws, but shall not include amounts paid in settlement, judgments or fines.

(c) “Corporation” shall mean COMPASS UTILITY SUPPLY, LTD. and any successor corporation thereof.

(d) Reference to a “director,” “officer,” “employee” or “agent” of the Corporation shall include, without limitation, situations where such person is serving at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(e) References to “other enterprises” shall include employee benefit plans. References to “fines” shall include any excise taxes assessed on a person with

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respect to any employee benefit plan. References to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Bylaw.

SECTION 11. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board at any regular or special meeting of the Board; provided, however, that the shareholders, in amending or repealing a particular Bylaw, may provide expressly that the Board may not amend or repeal that Bylaw. The shareholders may also make, alter, amend and repeal the Bylaws of the Corporation at any annual meeting or at a special meeting called for that purpose. All Bylaws made by the Board may be amended, repealed, altered or modified by the shareholders at any regular or special meeting called for that purpose.

The foregoing Bylaws were adopted by the Board of Directors of the Corporation on February 12, 2004.

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EX-3.6

Exhibit 3.6

ARTICLES OF INCORPORATION

OF

WCC MERGER CORPORATION

1. Name. The name of the Corporation is WCC Merger Corporation.

2. Authorized Capital. The Corporation shall have authority to issue 1,000 shares of common stock, $.01 par value.

3. Registered Agent and Registered Office. The name and address of the initial Registered Agent and the Registered Office of the Corporation are:

Name	Address (including county)
CT Corporation System	1201 Peachtree Street, N.E.
	Atlanta, Fulton County, GA 30361

4. Incorporator. The name and address of the incorporator are:

Name	Address
Mark A. Loeffler	Powell, Goldstein, Frazer & Murphy Sixteenth Floor 191 Peachtree Street, NE Atlanta, GA 30361

5. Principal Office. The mailing address of the initial principal office of the Corporation is:

CT Corporation System

1201 Peachtree Street, NE

Atlanta, GA 30361

6. Initial Board of Directors. The initial Board of Directors shall consist of 3 members who shall be and whose addresses are:

Name	Address
David H. Hughes	20 N. Orange Avenue
	Suite 200
	Orlando, FL 32801
A. Stewart Hall, Jr.	20 N. Orange Avenue
	Suite 200
	Orlando, FL 32801
J. Stephen Zepf	20 N. Orange Avenue
	Suite 200
	Orlando, FL 32801

7. Personal Liability of Board of Directors. The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the Georgia Business Corporation Code as the same may be amended and supplemented (the “Code”).

8. Shareholders’ Actions by Written Consent. Any action required or permitted by the provisions of the Code to be taken at a shareholders’ meeting may be taken without a meeting in accordance with of Section 14-2-704 of the Code if the action is taken by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those shareholders of record on the date when the written consent is first executed and whose shares were not represented on the written consent.

9. Indemnification of Officers and Directors. The Corporation shall, to the fullest extent permitted by the provisions of the Code, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under the Code from and against any and all of the expenses, liabilities, or other matters referred to in or covered by the Code. Any indemnification effected under this provision shall not be deemed exclusive of rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

[Remainder of This Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation, this 28^th day of July, 1998.

/s/ Mark A. Loeffler

Mark A. Loeffler, Incorporator

ARTICLES OF AMENDMENT

WCC MERGER CORPORATION

I.

The name of the corporation is:

WCC MERGER CORPORATION

II.

The Articles of Incorporation are hereby amended by deletion of Article One in its entirety and substituting in lieu thereof a new Article One to read as follows:

1. Name. The name of the corporation is Hughes Building Materials Group, Inc.

III.

The Amendment to the Articles of Incorporation to change the name of the corporation was adopted by the unanimous consent of all of the Directors of WCC Merger Corporation, dated December 21, 2004 and by the consent of the sole shareholder of WCC Merger Corporation dated December 21, 2004.

IV.

The publication of “Notice of Change of Corporate Name” will be published pursuant to O.C.G.A. 14-2-1006.1(b).

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed on its behalf and the foregoing attested all by its respective duly authorized officers on the 21^st day of December, 2004.

/s/ Thomas I. Morgan

Thomas I. Morgan, President

ARTICLES OF MERGER

OF

W.C. CAPE & COMPANY

AND WCC MERGER CORPORATION

Pursuant to the provisions of the Georgia Business Corporation Code (the “Code”), the corporations herein named do hereby adopt the following articles of merger.

1. The attached Plan and Agreement of Merger (the “Plan of Merger”) for merging W.C. CAYE & COMPANY, a Georgia corporation (the “Company”), with and into WCC MERGER CORPORATION, a Georgia corporation (“Merger Corp.”), has been adopted by the respective Boards of Directors of Company and Merger Corp.

2. The merger has been duly approved by the shareholders of Company and Merger Corp.

3. Merger Corp. shall continue in existence as the surviving corporation.

4. Hughes Supply, Inc., a Florida corporation, is supplying the consideration for this merger, and therefore has been made a party hereto.

5. The merger herein provided for shall take effect on the date that these articles of merger are filed with the Secretary of State of the State of Georgia.

6. The Plan of Merger is on file with the principal place of business of the Merger Corp., the surviving corporation, located at 20 North Orange Avenue, Suite 200, Orlando, Florida 32801, and is available without cost to the shareholders of the Company and the Merger Corp. upon request.

7. Merger Corp. shall submit the request for publication of notice of intent to file these articles as required by O.C.G.A. Section 14-2-1105.1.

(The remainder of this page intentionally left blank.)

IN WITNESS WHEREOF, the parties have duly executed this Plan of Merger as of the date first above written.

“Company”
W.C. CAPE & COMPANY
By:	/s/ Benjamin P. Butterfield
	Benjamin P. Butterfield, Secretary
“Parent”
HUGHES SUPPLY, INC.
By:	/s/ Benjamin P. Butterfield
	Benjamin P. Butterfield, Secretary
“Merger Corp.”
WCC MERGER CORPORATION
By:	/s/ Benjamin P. Butterfield
	Benjamin P. Butterfield, Secretary

EX-3.7

Exhibit 3.7

BYLAWS

OF

WCC MERGER CORPORATION

(a Georgia corporation)

ARTICLE I

OFFICES

The Corporation shall at all times maintain a registered office in the State of Georgia and a registered agent at that address but may have other offices located within or without the State of Georgia as the Board of Directors may determine.

ARTICLE II

SHAREHOLDERS’ MEETINGS

2.1 Annual Meeting. A meeting of shareholders of the Corporation shall be held annually. The annual meeting shall be held at such time and place on such date as the directors shall determine from time to time and as shall be specified in the notice of the meeting.

2.2 Special Meetings. A special meeting of the shareholders may be called at any time by the Board of Directors, the President or any holder or holders of at least twenty-five percent (25%) of the outstanding capital stock of the Corporation. Special meetings shall be held at such a time and place and on such date as shall be specified in the notice of the meeting

2.3 Place. Annual or special meetings of shareholders may be held within or without the State of Georgia.

2.4 Notice. Notice of annual or special shareholders meetings stating place, day and hour of the meeting shall be given in writing not less than ten (10) nor more than sixty (60) days before, the date of the meeting, either mailed to the last known (address or personally given to each shareholder. Notice of any special meeting of shareholders shall state the purpose or

purposes for which the meeting is called. The notice of any meeting at which an amendment to the Articles of Incorporation, a plan of merger or share exchange, a sale of all or substantially all of the Corporation’s assets or any other action that would entitle the shareholder to dissent and obtain payment for his, her or its shares under applicable Georgia law, are to be considered shall state such purpose and shall further comply with all requirements of law. Notice of a meeting may be waived by an instrument in writing executed, by the shareholder entitled to notice, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records before or after the meeting. The waiver need not specify the purpose of the meeting or the business transacted, unless one of the purposes of the meeting concerns an amendment to the Articles of Incorporation, a plan of merger or share exchange, a sale of all or substantially all of the Corporation’s assets, or any other action that would entitle the shareholder to dissent and obtain payment for his, her or its shares under applicable Georgia law, in which event the waiver shall comply with the further requirements of law concerning such waivers. Attendance at such meeting in person or by proxy shall constitute a waiver of notice thereof, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. Attendance at such meeting also waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.5 Quorum. At all meetings of shareholders, shares representing a majority of the votes entitled to be cast shall constitute a quorum for the transaction of business, and no resolution or business shall be transacted without the favorable vote of the holders of a majority of the shares represented at the meeting and entitled to vote. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from

time to time, and shall announce the time and place to which the meeting is adjourned. Every shareholder shall be entitled to vote in person or by proxy.

2.6 Action in Lieu of Meeting. Any action to be taken at a meeting of the shareholders of the Corporation, or any action that may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by the holders of all of the shares (or valid proxies therefor) entitled to vote with respect to the subject matter thereof, or by the holders of such lesser number of shares (or valid proxies therefor) as may be required in accordance with any lawful provision of the Articles of Incorporation, provided that the Corporation has complied with any further requirements of law pertaining to such consent.

ARTICLE III

DIRECTORS

3.1 Management. Subject to these Bylaws, or any lawful agreement between the shareholders, the full and entire management of the affairs and business of the Corporation shall be vested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the Corporation.

3.2 Number of Directors. The shareholders shall fix by resolution the precise number of members of the Board of Directors, provided that the Board of Directors shall consist of not fewer than one (1) nor more than seven (7) members. Directors shall be elected at each annual meeting of the shareholders, and a director shall serve for a term of one (1) year and until his or her successor is elected and qualified or until his or her earlier resignation, removal from office or death. A majority of said directors shall constitute a quorum for the transaction of business. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the directors present at the meeting.

3.3 Vacancies. Either the shareholders or the directors may fill any directorship that may become vacant prior to the expiration of the director’s term, or may fill any directorship created by reason of an increase in the number of directors, such appointment to continue until the expiration of the term of the director whose place has become vacant, or until the next election of directors by the shareholders and until the election and qualification of his or her successor, or until his or her earlier resignation, removal from office or death.

3.4 Meetings. The directors shall met annually, without notice, following the annual meeting of the shareholders. Special meetings of the directors may be called at any time by the President or by any two directors, on two (2) days’ written notice to each director, which notice shall specify the date, time and place of the meeting. Notice of any such meeting may be waived by an instrument in writing, executed, before or after the meeting, by the director entitled to notice and delivered to the Corporation for inclusion in the minutes or fling with the corporate records. Directors may attend and participate in meetings either in person or by means of conference telephones or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such communications equipment shall constitute presence in person at any meeting. Attendance in person at such meeting shall constitute a waiver of notice thereof unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.5 Quorum. A majority of the directors shall constitute a quorum for the transaction of business. All resolutions adopted and all business transacted by the directors shall require the affirmative vote of a majority of the directors present at the meeting.

3.6 Action in Lieu of Meeting. Any action to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, provided that the Corporation has complied with any further requirements of law pertaining to such consent.

3.7 Removal. Any director may be removed from office, with or without cause, upon the vote of the shareholders, at a meeting with respect to which notice of such purpose is given.

ARTICLE IV

OFFICERS

4.1 General Provisions. The officers of the Corporation shall consist of a President and a Secretary who shall be elected by the Board of Directors, and such other officers as may be elected by the Board of Directors or appointed as provide in these bylaws. Each officer shall be elected or appointed for a term of office running until the meeting of the Board of Directors following the next annual meeting of the shareholders of the Corporation, or such other term as provided by resolution of the Board of Directors or the appointment to office. Each officer shall serve for the term of office for which he or she is elected or appointed and until his or her successor has been elected or appointed and has qualified or his or her earlier resignation, removal from office or death. Any two or more offices may be held by the same person.

4.2 President. The President shall be the chief executive officer of the Corporation and shall have general and active management of the Corporation. He or she shall be responsible for the administration of the Corporation, including general supervision of the policies of the Corporation and general and active management of the financial affairs and business operations of the Corporation, and shall execute bonds, mortgages or other contracts in the name and on behalf of the Corporation. The President shall have all such powers and duties as generally are

incident to the position of President and shall perform such other duties and have such other powers as may from time to time be delegated to him or her by the Board of Directors.

4.3 Secretary. The Secretary shall keep minutes of all meetings of the shareholders and directors and have charge of the minute books, stock books and seal of the Corporation and shall perform such other duties and have such other power as may from time to time be delegated to him or her by the President or the Board of Directors.

4.4 Treasurer. The Treasurer, if one is elected shall be charged with the management of the financial affairs of the Corporation, shall have the power to recommend action concerning the Corporation’s affairs to the President, and shall perform such other duties and have such other powers as may from time to time be delegated to him or her by the President or the Board of Directors.

4.5 Assistant Secretaries and Treasurers. Assistant to the Secretaries or Assistant Treasurers may be appointed by the President or elected by the Board of Directors and shall perform such duties and have such powers as shall be delegated to them by the President or the Board of Directors.

4.6 Vice Presidents. The Corporation may have one or more Vice presidents, elected by the Board of Directors who shall perform such duties and have such powers as may be delegated by the President or the Board of Directors.

ARTICLE V

CAPITAL STOCK

5.1 Share Certificates. Every shareholder shall be entitled to a certificate or certificates for shares of the capital stock of the Corporation in such form as may be prescribed or authorized by the Board of Directors. Share certificates shall be numbered in the order in which they are issued. They shall he signed by the President and the Secretary and the seal of the Corporation

shall be affixed thereto. Share certificates shall be kept in a book and shall be issued in consecutive order therefrom. The name of the person owning the shares, the number and kind of shares, and the date of issue shall be entered on the stub of each certificate. Share certificates exchanged or returned shall be cancelled by the Secretary and placed in their original place in the stock book.

5.2 Transfer of Shares. Transfers of shares shall be made on the stock books of the Corporation by the holder in person or by power of attorney, on surrender of the old certificate for such shares, duly assigned.

5.3 Voting. Except as otherwise provided in the Articles of Incorporation, the holders of the capital stock shall be entitled to one vote for each share of stock standing in their name.

ARTICLE VI

SEAL

The seal of the Corporation shall be in such form as the Board of Directors may from time to time determine. In the event that it is inconvenient to use such a seal at any time, the signature of the Corporation followed by the word “Seal” enclosed in parentheses or scroll shall be deemed the seal of the Corporation. The seal shall be in the custody of the Secretary.

ARTICLE VII

AMENDMENT

These Bylaws may be amended by majority vote of the Board of Directors of the Corporation or by vote of the shareholders holding a majority of the shares entitled to vote, provided that the shareholders may provide by resolution that any Bylaw provision repealed, amended, adopted or altered by them may not be repealed, amended, adopted or altered by the Board of Directors.

ARTICLE VIII

INDEMNIFICATION

8.1 Authority to Indemnify. Except as provided in Section 8.5, the Corporation shall indemnify or obligate itself to indemnify an individual trade a party to a proceeding because he or she is or was a director, officer, employee or agent of the Corporation (or was serving at the request of the Corporation as a director, officer or employee for agent of another corporation, partnership, joint venture, trust or other enterprise) for reasonable expenses, judgments, fines, penalties and amounts paid in settlement (including attorneys’ fees), incurred in connection with the proceeding if the individual acted in a manner that he or she believed in good faith to be in or not opposed to the best interests of the Corporation and, in the cast of any criminal proceeding, he or she had no reasonable cause to believe, that his or her conduct eras unlawful. The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director, officer, employee or agent did not meet the standard of conduct set forth above. Indemnification permitted under this Section 8.1 in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.

8.2 Mandatory Indemnification. To the extent that a director, officer, employee or agent of the Corporation has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party, or in defense of any claim, issue, or matter therein, because he or she is or was a director, officer, employee or agent of the Corporation, the Corporation shall indemnify such director, employee or agent against reasonable expenses incurred by him or her in connection therewith.

8.3 Advance for Expenses. The Corporation shall pay for or reimburse the reasonable expenses incurred by a director, officer, employee or agent of the Corporation who is a party to a

proceeding in advance of final disposition of the proceeding if (a) he or she furnishes the Corporation with a written affirmation of his or her good faith belief that he or she has met the standard of conduct set forth in Section 8.1, and (b) he or she furnishes the Corporation with a written undertaking, executed personally or on his or her behalf, to repay any advances if it is ultimately determined that he or she is not entitled to indemnification. The undertaking required by this Section 8.3 must be an unlimited general obligation but need not be secured and may be accepted without reference to financial ability to matte repayment.

8.4 Court-ordered Indemnification and Advances for expenses. A director, officer, employee or agent of the Corporation who is a party to a proceeding may apply for indemnification of advances for expenses to the court conducting the proceeding or to another court of competent jurisdiction.

8.5 Determination of Indemnification. Except as provided in Section 8.2 and except as may be ordered by the court, the Corporation may not indemnify a director, officer, employee or agent under Section 8.1 unless authorized thereunder and a determination has been made in the specific case that indemnification of such director, officer, employee or agent is permissible in the circumstances because he or she has met the standard of conduct set forth in Section 8.1. The determination shall be made:

(a) By the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;

(b) If a quorum cannot be obtained, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;

(c) by special legal counsel:

(i) Selected by the Board of Directors of its commune in the manner prescribed in paragraph (a) or (b) of this Section 8.5; or

(ii) If a quorum of the Board of Directors cannot be obtained and a committee cannot be designated, selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate); or

(d) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

8.6 Authorization of Indemnification. Authorization of indemnification or an obligation to indemnify and evaluation as the reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (c) of Section 8.5 to select counsel.

8.7 Other Rights. The indemnification and advancement of expenses provided by or granted pursuant to this Article Eight shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled wider any bylaw, resolution, agreement or contract either specifically or in general terms approved by the affirmative vote of the holder of a majority of the shares entitled to vote thereon taken at a meeting the notice of which specified that such bylaw, resolution or agreement would be placed before the shareholders, both as to action by a director, trustee, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position; except that no such other rights, in respect to indemnification or otherwise, may be provided of granted to a director, trustee, officer, employee or agent pursuant to this Section 8.7 by the Corporation for liability for (a) any appropriation, in violation of his or her duties,; of any business opportunity of the Corporation;

(b) acts or omissions not in good faith of which involve intentional misconduct or a knowing violation of law; (c) the types of liability set forth in Section 14-2-832 of “ Georgia Business Corporation Code; or (d) any transaction from which the director derived an improper personal benefit.

8.8 Insurance. The Corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the Corporation or who, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee or agent whether or not the Corporation would have power to indemnify him or her against the same liability under this Article Eight.

8.9 Continuation of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article Eight shall continue as to a person who has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

EX-3.8

Exhibit 3.8

ARTICLES OF ORGANIZATION FOR

HUGHES BUILDING MATERIALS HOLDINGS, LLC

(a Florida limited liability company)

The undersigned representative of a Member, desiring to form a limited liability company under and pursuant to the Florida Limited Liability Company Act, Chapter 608, Florida Statutes, does hereby adopt the following Articles of Organization:

ARTICLE I. NAME

The name of the limited liability company is: Hughes Building Materials Holdings, LLC.

ARTICLE II. ADDRESS

The mailing address and street address of the principal office of the Company is:

One Hughes Way

Orlando, FL 32805

ARTICLE III. DURATION

The period of duration for the Company shall be perpetual, unless terminated in accordance with the Company’s Operating Agreement or by the unanimous written agreement of all Members.

ARTICLE IV. INITIAL REGISTERED AGENT AND OFFICE

The name and street address of the initial registered agent of the Company are:

Corporation Service Company

1201 Hayes Street

Tallahassee, FL 32301

ARTICLE V. MANAGEMENT

The business of the Company shall be conducted, carried on, and managed by no fewer than one (1) Manager, who shall be elected by the Members of the Company in the manner prescribed by and provided in the Operating Agreement of the Company. Therefore, the Company is a manager-managed company. Such

Manager(s) shall also have the rights and responsibilities described in the Operating Agreement of the Company.

ARTICLE VI. OPERATING AGREEMENT

The power to adopt, alter, amend, or repeal the Operating Agreement of the Company shall be vested in the Members of the Company.

/s/ Glenn A. Adams

Glenn A. Adams

Authorized Representative of a Member

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CERTIFICATE OF DESIGNATION OF

REGISTERED AGENT AND REGISTERED OFFICE

OF HUGHES BUILDING MATERIALS HOLDINGS, LLC

Pursuant to the provisions of Section 608.415 or 608.507, Florida Statutes, Hughes Building Materials Holdings, LLC, a Florida limited liability company (the “Company”), hereby submits the following statement designating the registered office and registered agent in the state of Florida.

1. The name of the Company is: Hughes Building Materials Holdings, LLC.

2. The name of the registered agent and the address of the registered office are:

NAME:	CORPORATION SERVICE COMPANY
ADDRESS:	1201 Hayes Street
	Tallahassee, FL 32301

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, we hereby accept the appointment as registered agent and agree to act in this capacity. We further agree to comply with the provisions of all statutes relating to the proper and complete performance of our duties, and we are familiar with and accept the obligations of our position as registered agent as provided for in Chapter 608., F.S..

CORPORATION SERVICE COMPANY
By:	/s/ Deborah D. Skipper	Date: 11/19, 2004
Name:	Deborah D. Skipper
Title:	Asst. V. Pres.

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EX-3.9

Exhibit 3.9

OPERATING AGREEMENT

OF

HUGHES BUILDING MATERIALS HOLDINGS, LLC

This Operating Agreement (this “Agreement”) of Hughes Building Materials Holdings, LLC, is entered into effective as of the 22^nd day of November, 2004, by Hughes Building Materials Group, Inc. f/k/a WCC Merger Corporation, as the sole member of the limited liability company (the “Member”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Florida Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Name. The name of the limited liability company formed hereby is Hughes Building Materials Holdings, LLC (the “Company”).

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

3. Registered Office. The address of the registered office of the Company in the State of Florida is 1201 Hayes Street, Tallahassee, FL 32301.

4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Florida is Corporation Service Company, 1201 Hayes Street, Tallahassee, FL 32301.

5. Powers of the Company.

(i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power:

(a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any other foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(b) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be

necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an “Affiliate”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise;

(d) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

(e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested;

(f) to sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(g) to appoint employees and agents of the Company, and define their duties and fix their compensation;

(h) to indemnify any person or entity and to obtain any and all types of insurance;

(i) to cease its activities and cancel its insurance;

(j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company;

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(k) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(l) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and

(m) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

(ii) The Company may merge with, or consolidate into, another Florida limited liability company or other business entity (as defined in Section 608.438 of the Act) upon the approval of the Member, in its sole discretion.

6. Member. The name and the business, residence or mailing address of the Member of the Company are as follows:

Name:	Address:
Hughes Building Materials Group, Inc.	One Hughes Way Orlando, Florida 32805

7. Powers of Member. The Member shall have the power to exercise any and all rights and powers granted to the Member pursuant to the express terms of this Agreement. Except as otherwise specifically provided by this Agreement or required by the Act, the Manager (as hereinafter defined) shall have the power to act for and on behalf of, and to bind, the Company. Glenn A. Adams is hereby designated as an authorized person, with the meaning of the Act, to execute, deliver and file the articles of organization of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

8. Management.

8.1 Management of the Company.

(i) Hughes GP & Management, Inc. is hereby appointed as Manager of the Company (the “Manager”) and, in such capacity, shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company’s business, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company.

(ii) The Manager shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all

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decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. The Manager shall be the sole person or entity with the power to bind the Company, except and to the extent that such power is expressly delegated to any other person or entity by the Manager, and such delegation shall not cause the Manager to cease to be the Member or the Manager.

(iii) The Manager may appoint individuals with or without such titles as it may elect, including the titles of President, Vice President, Treasurer, Secretary, and Assistant Secretary, to act on behalf of the Company with such power and authority as the Manager may delegate in writing to any such persons.

8.2 Powers of the Manager. The Manager shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts deemed by the Manager to be necessary or appropriate to effectuate the business, purposes and objectives of the Company, at the expense of the Company. Without limiting the generality of the foregoing, the Manager shall have the power and authority to:

(i) establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to allocations and distributions;

(ii) bring and defend on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise; and

(iii) execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company, including, without limitation, all documents, agreements and instruments related to the making of investments of Company funds.

The expression of any power or authority of the Manager in this Agreement shall not in any way limit or exclude any other power or authority of the Manager which is not specifically or expressly set forth in this Agreement.

8.3 No Management by Other Persons or Entities. Except and only to the extent expressly delegated by the Manager, no person or entity other than the Manager and the Member shall be an agent of the Company or have any right, power or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

8.4 Reliance by Third Parties. Any person or entity dealing with the Company or the Manager may rely upon a certificate signed by the Member as to:

(i) the identity of the Manager;

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(ii) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Manager or are in any other manner germane to the affairs of the Company;

(iii) the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

(iv) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or the Member.

8.5 Removal. The Member shall have the authority to remove the Manager with or without cause at any time. In the event of such removal or in the event of any other vacancy in the Manager position, the Member shall appoint a successor Manager as soon as practicable.

9. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution under Section 608.449 of the Act.

10. Capital Contribution. The Member has contributed the cash and property reflected on Schedule A attached hereto.

11. Additional Contributions. The Member is not required to make any additional capital contribution to the Company.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Manager.

14. Assignments. The Member may assign in whole or in part its limited liability company interest.

15. Resignation. The Member may not resign from the Company.

16. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional member of the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have more than one member.

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17. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

18. Indemnification.

18.1 Exculpation.

(i) For purposes of this Agreement, the term “Covered Persons” means the Member, the Manager, any Affiliate of the Member and any officers, directors, shareholder, partners or employees of the Member and their respective Affiliates, and any officer, employee or expressly authorized agent of the Company or its Affiliates.

(ii) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(iii) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within the professional or expert competence of such person or entity and who or which has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

18.2 Duties and Liabilities of Covered Persons.

(i) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

(ii) Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Covered Persons, or (b) whenever this Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and

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reasonable to the Company or the Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise.

(iii) Whenever in this Agreement a Covered Person is permitted or required to make a decision (a) in its “discretion” or under a grant of similar authority or latitude, the Covered Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in its “good faith” or under another express standard, the Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

18.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

18.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 18 hereof.

18.5 Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Manager shall, in its sole discretion, deem reasonable, on behalf of Covered Persons and such other persons or entities as the Manager shall determine, against any liability that may be asserted against or expenses that may be incurred by any such person or entity in connection with the

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activities of the Company or such indemnities, regardless of whether the Company would have the power to indemnify such person or entity against such liability under the provisions of this Agreement. The Manager and the Company may enter into indemnity contracts with Covered Persons and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 18 hereof and containing such other procedures regarding indemnification as are appropriate.

19. Outside Business. The Member or Affiliate thereof may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and the Company and the Member shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper. The Member or Affiliate thereof shall not be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and the Member or Affiliate thereof shall have the right to take for its own account (individually or as a partner, shareholder, fiduciary or otherwise) or to recommend to others any such particular investment opportunity.

20. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Florida, without regard to the rules of conflict of laws thereof.

21. Fiscal Year. The fiscal year end and taxable year end of the Company shall be January 31.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day and year first aforesaid.

Hughes Building Materials Group, Inc.
By:	/s/ John Z. Paré
	John Z. Paré, Secretary

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SCHEDULE A

CASH AND PROPERTY CONTRIBUTED BY

HUGHES BUILDING MATERIALS GROUP, INC.

$1,000 Cash

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EX-3.10

Exhibit 3.10

CERTIFICATE OF LIMITED PARTNERSHIP

OF

HUGHES BUILDING MATERIALS, LTD.

(a Florida limited partnership)

The undersigned, desiring to form a limited partnership pursuant to the laws of the State of Florida, does hereby certify as follows:

1. Name. The name of the limited partnership is as follows:

Hughes Building Materials, Ltd.

2. Address. The street address of the principal place of business and the mailing address for the limited partnership are as follows:

One Hughes Way

Orlando, FL 32805

3. Registered Agent. The address of the office and the name and address of the agent for service of process required to be maintained by Section 620.105, Florida Statutes, are as follows:

Corporation Service Company

1201 Hayes Street

Tallahassee, FL 32301

4. General Partner. The name and business address of the general partner of the limited partnership are as follows:

Hughes GP & Management, Inc.

One Hughes Way

Orlando, FL 32805

5. Termination. The latest date upon which the limited partnership is to dissolve is December 31, 2054.

Under penalties of perjury, the undersigned declares that it has read the foregoing and knows the contents thereof and that the facts stated therein are true and correct.

Signed this 19^th day of November, 2004.

GENERAL PARTNER:
HUGHES GP & MANAGEMENT, INC.
By:	/s/ John Z. Paré
	Name: John Z. Paré
	Title: Secretary

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ACCEPTANCE OF DESIGNATION AS REGISTERED AGENT

AND AGENT FOR SERVICE OF PROCESS

The undersigned, having been designated the Agent for Service of Process, pursuant to Section 620.105, Florida Statutes, and Registered Agent, pursuant to Section 620.192, Florida Statutes, of Hughes Building Materials, Ltd., a limited partnership to be formed concurrently herewith under the Florida Revised Uniform Limited Partnership Act (1986), does hereby accept such designation and the obligations provided for in Sections 620.105 and 620.192, Florida Statutes.

		CORPORATION SERVICE COMPANY
Dated:	November 22, 2004	By:	/s/ Jeanine Reynolds
			Name: Jeanine Reynolds
			Title: Agent

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AFFIDAVIT OF CAPITAL CONTRIBUTIONS

The undersigned, Hughes GP & Management, Inc., the sole general partner of Hughes Building Materials, Ltd., a Florida limited partnership, certifies:

1. The amount of capital contributions to date of the limited partners is $0.

2. The total amount of capital anticipated to be contributed by the limited partners at this time totals $1,000.

Signed this 19th day of November, 2004.

FURTHER AFFIANT SAYETH NOT.

Under the penalties of perjury, the undersigned declares that it has read the foregoing and knows the contents thereof and that the facts stated herein are true and correct.

GENERAL PARTNER:
HUGHES GP & MANAGEMENT, INC.
By:	/s/ John Z. Paré
Name:	John Z. Paré
Title:	Secretary

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EX-3.11

Exhibit 3.11

AGREEMENT OF LIMITED PARTNERSHIP

OF

HUGHES BUILDING MATERIALS, LTD.

This Agreement of Limited Partnership of Hughes Building Materials, Ltd., a Florida limited partnership (this “Agreement”), is entered into by and among Hughes GP & Management, Inc., a Delaware corporation, as general partner (the “General Partner”), and Hughes Building Materials Holdings, LLC, a Florida limited liability company, as limited partner (the “Limited Partner”). The General Partner and the Limited Partner are referred to collectively as the “Partners”, and the terms “General Partner” and “Limited Partner” shall refer also to additional general partners and limited partners, respectively, as may become parties to this Agreement.

The General Partner and the Limited Partner hereby form a limited partnership pursuant to and in accordance with the Florida Revised Uniform Limited Partnership Act, as amended from time to time (the “Act”), and hereby agree as follows:

1. Name. The name of the limited partnership formed hereby is Hughes Building Materials, Ltd. (the “Partnership”).

2. Purpose. The Partnership is formed for the object and purpose of engaging in any lawful act or activity for which limited partnerships may be formed under the laws of Florida.

3. Registered Office. The registered office of the Partnership in the State of Florida is 1201 Hayes Street, Tallahassee, Florida 32301.

4. Registered Agent. The registered agent of the Partnership at the address of the registered office is Corporation Service Company.

5. Partners. The names and mailing addresses of the General Partner and the Limited Partner are as follows:

General Partner:	Hughes GP & Management, Inc. One Hughes Way Orlando, Florida 32805
Limited Partner:	Hughes Building Materials Holdings, LLC One Hughes Way Orlando, Florida 32805

6. Powers. The powers of the General Partner include all powers, statutory and otherwise, possessed by general partners under the laws of the State of Florida.

7. Dissolution. The Partnership shall dissolve, and its affairs shall be wound up, on December 31, 2054 or at such earlier time as (a) all of the partners of the Partnership approve in writing, (b) an event of withdrawal of a general partner has occurred under the Act, or (c) an entry of a decree of judicial dissolution has occurred under Section 620.158 of the Act; provided, however, the Partnership shall not be dissolved or required to be wound up upon an event of withdrawal of a general partner described in Section 7(b) hereof if (i) at the time of such event of withdrawal, there is at least one (1) other general partner of the Partnership who carries on the business of the Partnership (any remaining general partner being hereby authorized to carry on the business of the Partnership), or (ii) within ninety (90) days after the occurrence of such event of withdrawal, all remaining partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the event of withdrawal, of one (1) or more additional general partners of the Partnership.

8. Capital Contributions. The Partners of the Partnership shall contribute cash and property to the Partnership in the amounts and of the type set forth across from each such partner’s name below:

	Cash/Property
General Partner:
Hughes GP & Management, Inc.	$	10
Limited Partner:
Hughes Building Materials Holdings, LLC	$	990

9. Additional Contributions. No partner of the Partnership is required to make any additional capital contribution to the Partnership.

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10. Allocation of Profits and Losses and Distributions. The Partnership’s profits and losses shall be allocated and all distributions made to the Partners of the Partnership based upon the percentage set forth across from each partner’s name below:

General Partner:
Hughes GP & Management, Inc.	one percent (1%)
Limited Partner:
Hughes Building Materials Holdings, LLC	Ninety-nine percent (99%)

The Limited Partnership may issue certificates evidencing each Partner’s ownership interest in the Limited Partnership. The total capital of the limited partnership shall be represented by 100 limited partnership units (“Units”). The Units represented on such certificates shall be proportionate to the relative percentages of profits and losses borne by the respective Partners.

11. Assignments.

(a) The Limited Partnership may assign all or any part of its interest in the Partnership and may withdraw from the Partnership only with the consent of the General Partner.

(b) The General Partner may assign all or part of its partnership interest in the Partnership and may withdraw from the Partnership without the consent of the Limited Partner.

12. Withdrawal. Except to the extent set forth in Section 11, no right is given to any partner of the Partnership to withdraw from the Partnership.

13. Admission of Additional or Substitute Members.

(a) One (1) or more additional or substitute limited partners of the Partnership may be admitted to the Partnership only with the consent of the General Partner.

(b) One (1) or more additional or substitute general partners of the Partnership may be admitted to the Partnership only with the consent of the General Partner or, in the event of more than one (1) general partner, only with the consent of a majority of the general partners.

14. Status of Limited Partner.

(a) The Limited Partner shall not participate in the management or control of the Partnership’s business, nor shall it transact any business for the Partnership, nor shall it have the power to act for of bind the Partnership, such powers being vested solely and exclusively in, the General Partner.

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(b) No Limited Partner shall have any personal liability whatever, whether to the Partnership, to any of the Partners or to the creditors of the Partnership, for the debts of the Partnership or any of its losses except to the extent provided in the Act.

15. Authority of General Partner.

(a) The General Partner shall have exclusive authority to manage and control the business and affairs of the Partnership. Pursuant to the foregoing, the General Partner shall have all of the rights and powers of a general partner as provided in the Act and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. In dealing with the General Partner acting on behalf of the Partnership, no person shall be required to inquire into the authority of such Partner to bind the Partnership.

(b) The General Partner shall devote such time to the Partnership business as it, in its sole discretion, shall deem to be necessary to manage and supervise the Partnership business and affairs; but nothing in this Agreement shall preclude the employment, at the expense of the Partnership, of any agent or third party to manage or provide other services in respect of the Partnership property subject to the control of the General Partner.

(c) Neither the General Partner nor any officer, director or employee of the General Partner shall be liable, responsible, or accountable in damages or otherwise to the Partnership or any Partner for any act or failure to act on behalf of the Partnership within the scope of the authority conferred on the General Partner by this Agreement or by law unless such act or omission was performed or omitted fraudulently or in bad faith or constituted wanton and willful misconduct or gross negligence.

(d) The Partnership shall indemnify and hold harmless the General Partner, each officer, director and employee of the General Partner, and the agents of each of them (each an “Indemnified Party”), from and against any loss, expense, damage or injury suffered or sustained by such person by reason of any act or omission arising out of his activities on behalf of the Partnership or in furtherance of the interests of the Partnership, including, but not limited to, any judgment, award, settlement, reasonable attorney’s fees, and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or claim and including any payments made by the General Partner to any of its officers, directors or employees pursuant to an indemnification agreement no broader than this section; provided that the act, omission, or alleged act or omission upon which such actual or threatened action, proceeding or claim is based was not performed or omitted fraudulently or in bad faith or as a result of wanton and willful misconduct or gross negligence by such Indemnified Party.

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16. Power of Attorney.

(a) The Partners, jointly and severally, hereby irrevocably constitute and appoint the General Partner, with full power of substitution, their true and lawful attorney-in-fact in their name, place and stead to make, execute, sign and acknowledge, record and file, on behalf of them and on behalf of the Partnership, the following:

(i) a Certificate of Limited Partnership and any other certificates or instruments which may be required to be filed by the Partnership or the Partners under the laws of the State of Florida and any other jurisdiction whose laws may be applicable; and

(ii) any and all such other instruments as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement in accordance with its terms.

17. Books of Account, Records and Reports.

(a) Proper and complete records and books of account shall be kept by the General Partner in which shall be entered all matters relative to the Partnership’s business as are usually entered into records and books of account maintained by persons engaged in businesses of a like character. The Partnership books and records shall be kept on the accrual basis in accordance with generally accepted accounting principles, consistently applied. The books and records shall be open to the reasonable inspection and examination of the Partners or their duly authorized representatives during reasonable business hours.

(b) Each Limited Partner shall have the right to obtain from the General Partner, from time to time, upon reasonable demand, and subject to such reasonable standards as may be established by the General Partner and for any purpose reasonably related to the Limited Partner’s interest as a limited partner: (i) true and full information regarding the state of the business and the financial condition of the Partnership; (ii) promptly after becoming available, copies of the Partnership’s federal, state, and local income tax returns for each year; and (iii) such other information regarding the Partnership as is just and reasonable.

(c) The fiscal year end and taxable year end of the Partnership shall be January 31.

18. Waiver. A Partner may from time to time waive, directly or indirectly, any requirements placed upon another Partner under the terms of this Agreement. No consent or waiver, express or implied, by any Partner with respect to any breach, default or failure to act by another Partner hereunder shall be deemed or construed to be a consent or waiver with respect to any other breach, default or failure to act by such Member of the same provision or any other provision of this

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Agreement. Failure on the part of any Partner to complain of any act or failure to act of another Partner or to declare such other Partner in default shall not be deemed or constitute a waiver by such Partner of any rights hereunder.

19. Miscellaneous. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

20. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Florida, all rights and remedies being governed by said laws.

IN WITNESS WHEREOF, the undersigned intending to be legally bound hereby, have duly executed this Agreement of Limited Partnership effective as of the 22nd day of November, 2004.

GENERAL PARTNER:
Hughes GP & Management, Inc., a Delaware corporation
By:	John Z. Paré
	John Z. Paré, Secretary

LIMITED PARTNER:
Hughes Building Materials Holdings, LLC, a Florida limited liability company
	By:	Hughes GP & Management, Inc., a Delaware corporation, its Manager
		By:	John Z. Paré
			John Z. Paré, Secretary

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EX-3.12

Exhibit 3.12

CERTIFICATE OF INCORPORATION

OF

HUGHES CANADA, INC.

1. The name of the corporation is: HUGHES CANADA, INC.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle; and the name of its registered agent for service of process in the State of Delaware at such address is Corporation Service Company.

3. The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is: one thousand shares (1,000) and the par value of each of such shares is: $0.01.

5. The name and mailing address of the incorporator is as follow:

NAME	MAILING ADDRESS
Glenn Adams	200 S. Orange Avenue, Suite 2600
	Orlando, Florida 32801

6. The corporation is to have perpetual existence.

7. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 23^rd day of August, 2004.

/s/ Glenn A. Adams

Glenn A. Adams, Incorporator

EX-3.13

Exhibit 3.13

BYLAWS

OF

HUGHES CANADA, INC.

ARTICLE I

Shareholders

Section 1.1. Annual Meetings. The annual meeting of the shareholders of the corporation shall be held at 10:00 a.m. on the fourth Monday in November of each year, beginning in 2005, or if such day shall be a legal holiday, at such other time and date as may be fixed by the Board of Directors. Business transacted at the annual meeting shall include the election of directors of the corporation.

Section 1.2. Special Meetings. Special meetings of the shareholders of the corporation shall be held when directed by the President or the Board of Directors, or when requested in writing by shareholders who hold not less than one-tenth (1/10th) of all the shares entitled to vote at the meeting. A meeting requested by shareholders shall be called for a date not less than ten (10) nor more than sixty (60) days after the written request setting forth the purpose of the meeting is made. The call for the meeting shall be issued by the Secretary unless the President, Board of Directors or shareholders requesting the call of the meeting shall designate another person to do so.

Section 1.3. Place. Meetings of the stockholders of the corporation may be held at any place designated by the Board of Directors and may be held either within or without the State of Delaware.

Section 1.4. Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date set for the meeting. Such notice shall be delivered either personally or by first-class mail, by or at the direction of the President, the Secretary or the officer or person calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 1.5. Notice of Adjourned Meetings. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any

business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in Section 1.4 of the Bylaws to each shareholder of record on the new record date entitled to vote at such meeting.

Section 1.6. Closing of Transfer Books and Fixing Record Date.

(1) For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make the determination of shareholders for any other purpose, the Board of Directors of the Corporation may provide that the stock transfer book shall be closed for a stated period not to exceed, in any case, sixty (60) days. If the stock transfer book shall be closed for the purpose of determining shareholders entitled to notice of, or to vote at, a meeting of shareholders, such book shall be closed for at least ten (10) days immediately preceding such meeting.

(2) In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken.

(3) If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders or shareholders entitled to receive payment of a dividend, the day before the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be shall be the record date for such determination of shareholders or are required to fix a new record date by virtue of the meeting being adjourned for a period exceeding 120 days.

(4) When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date under this section for the adjourned meeting.

Section 1.7. Waiver of Notice. Whenever any notice is required to be given to any shareholder under the provisions of the Articles of Incorporation or Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting or any defect in notice, except when the person objects to holding the meeting or transacting business at the meeting at the beginning of the meeting. Neither the business to be transacted at, nor the

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purpose of, any regular or special meeting of the shareholders need be specified in any written waiver of notice.

Section 1.8. Record of Shareholders Having Voting Right.

(1) The officers or agent having charge of the stock transfer books or shares of the Corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number, class and series, if any, of shares held by each. The list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation, at the principal place of business of the Corporation or at the office of the transfer agent or registrar of the Corporation, and any shareholder shall be entitled to inspect the list at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder or his agent or attorney at any time during the meeting.

(2) If the requirements of this section have not been substantially complied with, the meeting on demand of any shareholder in person or by proxy shall be adjourned until the requirements are complied with on demand of any shareholder who failed to get such access in person or by proxy. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

Section 1.9. Shareholder Quorum and Voting. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. When a specified item of business is required to be voted on by a class or series of stock, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law. After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

Section 1.10. Voting of Shares.

(1) Every shareholder having the right and entitled to vote at a meeting of shareholders shall be entitled upon each matter submitted to a vote at the meeting of shareholders to one (1) vote for each share of voting stock recorded in his name on the books of the Corporation on the record date fixed as provided in Section 1.6, or if no such record date was fixed, on the date prescribed by law.

(2) Treasury shares and shares of stock of the Corporation owned by another corporation in which the Corporation owns, directly or indirectly, a majority

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of the shares entitled to vote for directors of the other corporation, shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

(3) At each election for directors, every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected at that time and for whose election he has a right to vote.

(4) Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent or proxy designated by the Bylaws of the corporate shareholder or, in the absence of any applicable Bylaw, by such person as the Board of Directors of the corporate shareholder may designate. Proof of such designation may be made by presentation of a certified copy of the Bylaws or other instrument of the corporate shareholder. In the absence of any such designation or, in the case of conflicting designation by the corporate shareholder, the chairman of the board, president, any vice president, secretary, or the treasurer of the corporate shareholder shall be presumed to possess, in that order, authority to vote such shares.

(5) Shares held by a personal representative, administrator, executor, guardian, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name or the name of his nominee.

(6) Shares held by or under the control of a receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of creditors may be voted by him without the transfer thereof into his name.

(7) A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares so transferred.

(8) On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company upon an irrevocable obligation to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter that shall not be deemed to be outstanding shares.

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Section 1.11. Proxies.

(1) Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting, or his duly authorized attorney-in-fact, may authorize another person or persons to act for him by proxy.

(2) Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

(3) The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of adjudication of such incompetence or of such death is received by the corporate officer authorized to tabulate votes before the proxy exercises his authority under the appointment.

(4) If a proxy for the same shares confers authority upon two (2) or more persons and does not otherwise provide, a majority of them present at the meeting, or if only one (1) is present then that one (1), may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, exact fraction is entitled to vote the share or shares proportionately.

(5) If a proxy expressly provides, any proxy holder may appoint, in writing, a substitute to act in his place.

Section 1.12. Action by shareholders Without a Meeting. Any action required or permitted by law, the Bylaws or the Articles of Incorporation of the Corporation to be taken at any annual or special meeting of shareholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if the action is taken by the holders of outstanding stock of each voting group entitled to vote thereon having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. In order to be effective the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving shareholders having the requisite number of votes of each voting group entitled to vote thereon, and delivered to the Corporation within sixty (60) days of the date of the earliest dated consent by delivery to its principal office within the State, its principal place of business, the Secretary, or another officer of agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Within ten (10) days after obtaining such action by written consent, notice shall be given to those shareholders who have not consented in writing or who were not entitled to vote on the action, which shall fairly summarize the material features of the authorized action and, if the action be a

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merger, consolidation or sale or exchange of assets for which dissenters are provided under law, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provision of the law regarding the rights of dissenting shareholders.

ARTICLE II

Directors

Section 2.1. Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors.

Section 2.2. Number, Election and Term of Directors.

(1) The Board of Directors of the Corporation shall consist of one (1) or more members. The exact number of directors making up the Board shall be the number from time to time fixed by resolution of the majority of any meeting thereof. No decrease in the number of the Board shall have the effect of shortening the terms of any incumbent director.

(2) Each person named as a member of the initial Board of Directors by the incorporators shall hold office until the first meeting of shareholders and his successor shall have been elected and qualified or until his earlier resignation, removal from office, or death.

(3) The directors shall be elected at the first annual meeting of shareholders and at each annual meeting thereafter, by a plurality of the votes cast at such election, and shall hold office until the next succeeding annual meeting. Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified, until there is a decrease in the number of directors, or until his earlier resignation, removal from office or death.

Section 2.3. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 2.4. Annual and Regular Meetings of the Board. The annual meeting of the Board of Directors shall be held in each year immediately after the annual meeting of shareholders. Regular meetings of the Board shall be held at such time thereafter during the year as the Board of Directors may fix. Annual or regular meetings of the Board of Directors may be held within or without the State of Delaware and no notice need be given any director concerning any annual or regular meeting.

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Section 2.5. Special Meetings of the Board. Special meetings of the Board of Directors may be called at any time by the President or by a majority of the directors. Notice of each special meeting shall be given by the Secretary to each director not less than two (2) days before the meeting. However, notice of a special meeting of the Board need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a special meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Special meetings of the Board of Directors may be held within or without the State of Delaware.

Section 2.6. Quorum and Voting. A majority of the number of directors fixed in the manner provided in these Bylaws shall constitute a quorum for the transaction of business. In addition to those directors who are actually present at a meeting, directors shall for purposes of these Bylaws be deemed present at such meeting if a conference telephone or similar communications equipment by means of which all directors participating may simultaneously hear each other during the meeting. The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the directors who are not present at the time of adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Section 2.7. Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate two (2) or more of its members to constitute an Executive Committee and one (1) or more other committees each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, except that no committee shall have authority to:

(1) Approve or recommend to shareholders actions or proposals required by law to be approved by shareholders.

(2) Designate the candidates for the office of director, for purposes of proxy solicitation or otherwise.

(3) Fill vacancies on the Board of Directors or any committee thereof.

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(4) Amend the Bylaws.

(5) Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors.

(6) Authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board of Directors, by resolution or adoption of a stock option or other plan, authorize a committee to fix the terms of any contract for the sale of the shares and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking funds, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of the series for filing with the Department of State.

The Board, by resolution adopted in accordance with this section, may designate one (1) or more directors as alternate members of any such committee who may act in the place and stead of any absent member or members at any meeting of such committee. In the absence or disqualification from voting of a member of any such committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of such absent or disqualified member.

Section 2.8. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed with or without cause, by a vote of the holders of a majority of the shares then entitled to vote or a majority of the shareholder voting group which is entitled to elect the director at an election of directors. If such director is a member of the Executive Committee, or any other committee of the Board of Directors, he shall cease to be a member of that committee when he ceases to be a director.

Section 2.9. Board and Committee Action Without a Meeting. Any action required to be taken at a meeting of the directors of the Corporation, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if they consent in writing setting forth the action so to be taken signed by all of the directors or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.

Section 2.10. Compensation of Directors. Directors may receive compensation for their services and may be reimbursed for expenses incurred in

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attending regular or special meetings of the Board or committee, the amount to be determined by the Board of Directors. Nothing herein shall preclude any director from serving the Corporation in any other capacity and from receiving compensation therefor.

ARTICLE III

Officers

Section 3.1. Officers. The officers of this Corporation shall consist of a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors at the annual meeting of the Board which shall be held immediately following the annual meeting of the shareholders, and shall hold office for the term of one (1) year, and until their successors are elected and qualified, unless sooner removed by the Board of Directors. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two (2) or more offices may be held by the same person. The failure to elect a President, Secretary or Treasurer shall not affect the existence of the Corporation.

Section 3.2. Compensation. Compensation of all elected or appointed officers and agents, and all employees shall be determined by the Board of Directors, unless otherwise provided herein. The Board may delegate to the Chairman of the Board, the President, or a committee of the Board of Directors such power; except, in no event, shall the power to determine the compensation of the Chairman of the Board or the President be delegated. Until the Board determines the compensation of elected or appointed officers, agents or employees, their compensation may be determined by the Chairman of the Board, the President, or a committee of the Board.

Section 3.3. Delegation of Authority to Hire, Discharge, etc. The Board from time to time may delegate to the Chairman of the Board, the President, or other officer or executive employee of the Corporation, authority to hire, discharge and fix and modify the duties, salary or other compensation of employees of the Corporation under their jurisdiction, and the Board may delegate to such officer or executive employee similar authority with respect to obtaining and retaining for the Corporation the services of attorneys, accountants and other experts.

Section 3.4. President. The President shall be the chief executive officer of the Corporation. If no Chairman of the Board of Directors has been elected, or in the absence of the duly elected Chairman, the President shall preside at all meetings of the shareholders and of the Board of Directors. Except where otherwise provided by law or these Bylaws, the President shall have the general powers and duties of supervision and management of the Corporation, shall execute all instruments in the name of the Corporation and shall perform all such other duties as are incidental to his office or as are properly required by the Board of Directors.

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Section 3.5. Vice President. The Board of Directors may elect one or more Vice Presidents who, in order of their seniority, shall perform the duties and exercise the powers of the President in the absence or disability of the President, and shall perform all other such duties as are incidental to his office or as are properly required by the Board of Directors or President.

Section 3.6. Secretary. The Secretary shall record, and retain custody of, the minutes of all meetings of the shareholders and the Board of Directors, shall have custody of all corporate books and records except financial records, shall have custody of the corporate seal and shall affix and attest to the seal of the Corporation, shall execute the stock certificates of the Corporation and such other instruments as require the Secretary’s signature, shall issue notices of all meetings of the shareholders and Board of Directors where notices of such meetings are required by law for these Bylaws, and shall perform such other duties as are incidental to his office or as are properly required by the Board of Directors or the President.

Section 3.7. Treasurer. The Treasurer shall have custody of all funds and securities of the Corporation, shall have custody of the financial records of the Corporation and shall enter therein full and accurate accounts of all receipts and disbursements of the Corporation, shall render financial statements and other necessary accountings at the annual meeting of the shareholders and at such other times as shall be required by the Board of Directors or the President, shall execute such instruments as require the Treasurer’s signature, and shall perform such other duties as are incidental to his office or as are properly required by the Board of Directors or the President. If required by the Board of Directors, the Treasurer shall give the Corporation a bond, in a sum and with one or more sureties satisfactory to the Corporation, for the faithful performance of the Treasurer’s duties and the restoration to the Corporation of all books, records, papers, funds, securities and other property belonging to the Corporation and in the possession or under the control of the Treasurer in the event of the Treasurer’s death, resignation, retirement, or removal from office.

Section 3.8. Assistant Officers. The Board of Directors may elect one or more assistant officers who shall exercise, subject to the supervision of the officer for whom they act as an assistant, and except as otherwise provided by law, these Bylaws or the Board of Directors, the powers and duties that pertain to such offices respectively and any other such powers and duties as may be properly delegated to them by their superior officer, the President or the Board of Directors.

Section 3.9. Removal of Officers. Any officer or agent elected or appointed by the Board of Directors may be removed from office with or without cause by a vote of not less than a majority of the whole membership of the Board of Directors at any regular or special meeting of the Board whenever, in its judgment, the best interests of the Corporation will be served thereby. Any officer or agent elected by the shareholders may be removed only by a majority vote of the shareholders,

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unless the shareholder shall have authorized the directors to remove such officer or agent. Any vacancy, however occurring, in any office may be filled by the Board of Directors.

ARTICLE IV

Stock Certificate

Section 4.1. Authorized Issuance. This Corporation may issue the shares of stock authorized by the Articles of Incorporation and none other.

Section 4.2. Consideration and Payment for Shares.

(1) Shares of stock with par value may be issued for such consideration as is determined from time to time by the Board of Directors, but for a value at least equal to the par value of such shares.

(2) Shares of stock without par value may be issued for such consideration as is determined from time to time by the Board of Directors.

(3) Treasury shares may be disposed of by the Corporation for such consideration as may be determined from time to time by the Board of Directors.

(4) The consideration for the issuance of shares or for the disposal of treasury shares may be paid, in whole or in part, in cash or other property, tangible or intangible, or in labor or services actually performed services or to be performed if evidenced by a written contract for the Corporation. Shares may not be issued until the full amount of the consideration therefor has been paid. When payment of the consideration for which shares are to be issued shall have been received by the Corporation, such shares shall be deemed to be fully paid and nonassessable.

Section 4.3. Issuance. Every holder of shares in the Corporation shall be entitled to have, for each kind, class or series of stock held, a certificate representing all shares to which he is entitled.

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Section 4.4. Form.

(1) Certificates representing shares in the Corporation shall be signed by the President or Vice President and the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the President or Vice President and the Secretary or Assistant Secretary may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or an employee of the Corporation. In case of any officer who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issuance.

(2) Every certificate representing shares which are restricted as to the sale, disposition or other transfer of such shares shall state upon the face or back of the certificate that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge a full statement of, such restrictions.

(3) Each certificate representing shares shall state upon the face thereof: the name of the Corporation; that the Corporation is organized under the laws of this state; the name of the person or persons to whom issued; the number and class of shares, and the designation of the series, if any, which such certificate represents; and the par value of each share represented by such certificate, or a statement that the shares are without par value.

Section 4.5. Transfer. Transfer of stock on the books of the Corporation shall be made only by the person named in the certificate, or by an attorney lawfully constituted therefor, or in the case of a certificate alleged to have been lost, stolen or destroyed, upon compliance with the provisions of Section 4.6.

Section 4.6. Right of Corporation to Acquire and Dispose of its Own Shares.

The Corporation shall have the right to purchase, take, receive, or otherwise acquire, hold, own, pledge, grant a security interest in, transfer, or otherwise dispose of its own shares, but no purchase of, or payment for, its own shares shall be made at a time when the Corporation is insolvent or when the payment would make it insolvent.

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ARTICLE V

Books and Records

Section 5.1. Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the shareholders, Board of Directors and committees of directors including a record of all actions taken by the shareholders and the Board of Directors and Committee of directors without a meeting. The Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, an alphabetical record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each. The Corporation shall maintain a copy of its Articles or Restated articles of Incorporation and amendments currently in effect, bylaws or restated bylaws and all amendments currently in effect. Written communications to all shareholders for the past 3 years, a list of names and business addresses of its current directors and officers and the Corporations most recent annual report delivered to the department of state. Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 5.2. Shareholders’ Inspection Rights. Any Shareholder of the Corporation, upon written demand stating the purpose therefor, shall have the right to examine, in person or by agent or attorney, at least 5 business days after the demand, for any proper purpose, its relevant books and records of accounts, minutes and record of shareholders and to make extracts therefrom. This right of inspection shall not extend to any person who has used or proposes to use the information so obtained otherwise than to protect his interest in the Corporation, or has, within two (2) years, sold or offered for sale any list to shareholders of the Corporation or any other corporation, or has aided or abetted any person in procuring any stock list for any such purpose.

Section 5.3. Financial Information. Unless modified by resolution of the shareholders not later than 120 days after the close of each fiscal year, the Corporation shall furnish Financial Statements including a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, a profit and loss statement showing the results of the operations of the Corporation during its fiscal year and a statement of cash flow showing the corporations sources and uses of cash for that year. Upon the written request of any shareholder or holder of voting trust certificates for shares of the Corporation, the Corporation shall mail to such shareholder or holder of voting trust certificates a copy of the most recent Financial Statements. If the Financial Statements of the Corporation are prepared in accordance to generally accepted accounting principles the Financial Statements presented to the Shareholders must be prepared in accordance to generally accepted accounting principles. Additionally, if the Financial Statements are reported upon by a public accountant the report must accompany the Financial Statements, if there is no public accountants report the

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Financial Statements shall be accompanied by a statement of the President of the Corporation declaring whether the statements were prepared in accordance to generally accepted accounting principals or if not describing the basis of accounting used, and describing in what respects, if any, were the Financial Statements not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

ARTICLE VI

Dividends

The Board of Directors of the Corporation may, from time to time, declare and the Corporation may pay dividends on its shares in cash, property or its own shares, except when the declaration or payment thereof would be contrary to any restrictions contained in the Articles of Incorporation and subject to the following provisions:

Section 6.1. Corporation Insolvent. No distribution may be made if after giving it effect the Corporation would not be able to pay its debts as they become due in the usual course of business or the Corporation’s total assets would be less than the sum of its total liabilities plus the amount which would be needed to satisfy the preferential rights of upon dissolution of Shareholders with a class of shares with rights superior to the Shareholders receiving the distribution.

Section 6.2. Payment in Different Class. No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the Articles of Incorporation so provide or such payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made.

Section 6.3. Payment in Unissued Shares. Dividends may be declared and paid in the Corporation’s own authorized but unissued shares out of any unreserved and unrestricted surplus of the Corporation upon the following conditions:

(1) If a dividend is payable in shares having a par value, such shares shall be issued at not less than the par value thereof and shall be transferred to stated capital at the time such dividend is paid in amount of surplus equal to the aggregate par value of the shares to be issued as a dividend.

(2) If a dividend is payable in shares without par value, such shares shall be issued at such stated value as shall be fixed by the Board of Directors by resolution adopted at the time such dividend is declared, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed in respect of such shares; and the amount per share so transferred to stated capital shall be disclosed to the shareholders receiving such dividend concurrently with the payment thereof.

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Section 6.4. Division Not a Dividend. A division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the Corporation shall not be construed to be a share dividend within the meaning of this section.

ARTICLE VII

General

Section 7.1. Indemnification.

(1) The Corporation shall have the power to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the Corporation), by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of another corporation, partnership, joint venture, trust, or other enterprise against liabilities incurred in connection with such proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2) The Corporation shall have the power to indemnify any person who was or is a party to any proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses and amounts paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which such shall deem proper.

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(3) To the extent that any director, officer, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any proceeding referred to in subsections (1) or (2), or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection therewith.

(4) Any indemnification under subsections (1) or (2), unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsection (1) or (2). Such determination shall be made: (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such proceeding; (b) if such a quorum is not obtainable, or, even if obtainable, by majority vote of a committee duly designated by the Board of Directors, in which Directors who are parties may participate, consisting solely of two or more Directors not at the time parties to the proceeding; (c) by independent legal counsel selected by the Board of Directors prescribed in paragraph (a) or the Committee prescribed in paragraph (b) or if a quorum of the Directors cannot be obtained for paragraph (a) and the Committee cannot be designated under paragraph (b), selected by majority vote of the full Board of Directors, in which Directors who are parties may participate; (d) by the shareholders by a majority vote of a quorum consisting of shareholders who were not parties to such proceeding, or if no such quorum is obtainable, my a majority vote of shareholders who were not parties to such proceeding.

(5) Evaluation of the reasonableness of expenses and authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible. However, if the determination of permissibility is made by independent legal counsel, then persons specified by subsection (4), paragraph (c) shall evaluate the reasonableness of expenses and may authorize indemnification.

(6) Expenses incurred by any officer or director in defending a civil or criminal proceeding may be paid by the Corporation in advance of final disposition of such proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if he is ultimately found not to be entitled to be indemnified by the Corporation as provided in this Section 7.1. Expenses incurred by other employees and agents may be paid in advance upon such terms or conditions that the Board of Directors deems appropriate.

(7) The indemnification and advancement of expenses provided by this Section 7.1. are not exclusive and the Corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, under any bylaw, agreement, vote of shareholders or disinterested Directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. However, indemnification or

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advancement of expenses shall not be made to or on behalf of any director, officer, employee, or agent if a judgment or other final adjudication establishes that his actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (a) a violation of the criminal law, unless the director, officer, employee, or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (b) a transaction from which the director, officer, employee, or agent derived an improper personal benefit; (c) in the case of a Director, a circumstance under which the Director is liable for unlawful distributions or (d) willful misconduct or a conscious disregard for the best interests of the Corporation in a proceeding by or in the right of the Corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

(8) Indemnification and advancement of expenses as provided in this Section 7.1 shall continue as, unless otherwise provided when authorized or ratified, to a person who has ceased to be a Director, Officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person, unless otherwise provided when authorized or ratified.

(9) For the purposes of this Section 7.1., the term Corporation includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger, so that any person who is or was a director, officer, employee, or agent of a constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise is in the same position under this Section 7.1 with respect to the resulting or surviving corporation as he would have been with respect to such constituent corporation if its separate existence had continued.

(10) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Section 7.1.

Section 7.2. Checks, Drafts, Notes or Other Instruments. All checks, drafts, or instruments for the payment of money and all notes of the Corporation shall be signed by the person or persons as the Board of Directors may from time to time designate. Until the Board makes a designation, the President and Treasurer shall have the power to sign all such instruments.

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Section 7.3. Accounting and Taxable Year. The Board of Directors shall have the power to fix and from time to time change the accounting and taxable year of the Corporation.

Section 7.4. Certain Contracts. No contract or other transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereto which authorize the contract or transaction, or solely because his or their votes are counted for such purpose if:

(1) The material facts as to his interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorized the contract or transaction by a vote sufficient for such purpose without counting the vote of interested director or directors; or

(2) The material facts as to his interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

(3) The contract or transaction is fair and reasonable as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorized the contract or transaction.

If the contract or transaction is voted on by the Shareholders. Shares owned by or voted under the control of the director who has an interest in this transaction may not be counted in a vote of the Shareholders and the majority of the shares entitled to vote on the contract or transaction shall constitute a quorum.

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ARTICLE VIII

Seal

The corporate seal shall consist of two (2) concentric circles with the words “Hughes Canada, Inc.” between the circles and “Corporate Seal Delaware 2004” in the center thereof.

ARTICLE IX

Amendment

Except as otherwise specifically provided herein, these Bylaws may be repealed or amended, and new Bylaws may be adopted, by either a majority of the Board of Directors at any meeting thereof, or by the vote of a majority of the shares entitled to vote thereon present at any shareholders meeting if notice of the proposed action was included in the notice of the meeting or was waived in writing by the holders of a majority of the stock entitled to vote thereon. However, the Board of Directors may not amend or repeal any Bylaw adopted by shareholders if the shareholders specifically provide such Bylaw is not subject to amendment or repeal by the directors.

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EX-3.14

Exhibit 3.14

ARTICLES OF ORGANIZATION FOR

HUGHES ELECTRIC HOLDINGS, LLC

(a Florida limited liability company)

The undersigned representative of a Member, desiring to form a limited liability company under and pursuant to the Florida Limited Liability Company Act, Chapter 608, Florida Statutes, does hereby adopt the following Articles of Organization:

ARTICLE I. NAME

The name of the limited liability company is: Hughes Electric Holdings, LLC.

ARTICLE II. ADDRESS

The mailing address and street address of the principal office of the Company is:

One Hughes Way

Orlando, FL 32805

ARTICLE III. DURATION

The period of duration for the Company shall be perpetual, unless terminated in accordance with the Company’s Operating Agreement or by the unanimous written agreement of all Members.

ARTICLE IV. INITIAL REGISTERED AGENT AND OFFICE

The name and street address of the initial registered agent of the Company are:

Corporation Service Company

1201 Hayes Street

Tallahassee, FL 32301

ARTICLE V. MANAGEMENT

The business of the Company shall be conducted, carried on, and managed by no fewer than one (1) Manager, who shall be elected by the Members of the Company in the manner prescribed by and provided in the Operating Agreement of the Company. Therefore, the Company is a manager-managed company. Such Manager(s) shall also have the rights and responsibilities described in the Operating Agreement of the Company.

ARTICLE VI. OPERATING AGREEMENT

The power to adopt, alter, amend, or repeal the Operating Agreement of the Company shall be vested in the Members of the Company.

/s/ Glenn A. Adams

Glenn A. Adams

Authorized Representative of a Member

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CERTIFICATE OF DESIGNATION OF

REGISTERED AGENT AND REGISTERED OFFICE

OF HUGHES ELECTRIC HOLDINGS, LLC

Pursuant to the provisions of Section 608.415 or 608.507, Florida Statutes, Hughes Electric Holdings, LLC, a Florida limited liability company (the “Company”), hereby submits the following statement designating the registered office and registered agent in the state of Florida.

1. The name of the Company is: Hughes Electric Holdings, LLC.

2. The name of the registered agent and the address of the registered office are:

NAME:	CORPORATION SERVICE COMPANY
ADDRESS:	1201 Hayes Street
	Tallahassee, FL 32301

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, we hereby accept the appointment as registered agent and agree to act in this capacity. We further agree to comply with the provisions of all statutes relating to the proper and complete performance of our duties, and we are familiar with and accept the obligations of our position as registered agent as provided for in Chapter 608., F.S..

CORPORATION SERVICE COMPANY
By:	/s/ Deborah D. Skipper	Date: 11/19, 2004
Name:	Deborah D. Skipper
Title:	Asst. V. Pres.

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EX-3.15

Exhibit 3.15

OPERATING AGREEMENT

OF

HUGHES ELECTRIC HOLDINGS, LLC

This Operating Agreement (this “Agreement”) of Hughes Electric Holdings, LLC, is entered into effective as of the 22^nd day of November, 2004, by Hughes Supply, Inc., as the sole member of the limited liability company (the “Member”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Florida Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Name. The name of the limited liability company formed hereby is Hughes Electric Holdings, LLC (the “Company”).

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

3. Registered Office. The address of the registered office of the Company in the State of Florida is 1201 Hayes Street, Tallahassee, FL 32301.

4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Florida is Corporation Service Company, 1201 Hayes Street, Tallahassee, FL 32301.

5. Powers of the Company.

(i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power:

(a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any other foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(b) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an “Affiliate”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise;

(d) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

(e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested;

(f) to sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(g) to appoint employees and agents of the Company, and define their duties and fix their compensation;

(h) to indemnify any person or entity and to obtain any and all types of insurance;

(i) to cease its activities and cancel its insurance;

(j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company;

(k) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

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(l) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and

(m) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

(ii) The Company may merge with, or consolidate into, another Florida limited liability company or other business entity (as defined in Section 608.438 of the Act) upon the approval of the Member, in its sole discretion.

6. Member. The name and the business, residence or mailing address of the Member of the Company are as follows:

Name:	Address:
Hughes Supply, Inc.	One Hughes Way
	Orlando, Florida 32805

7. Powers of Member. The Member shall have the power to exercise any and all rights and powers granted to the Member pursuant to the express terms of this Agreement. Except as otherwise specifically provided by this Agreement or required by the Act, the Manager (as hereinafter defined) shall have the power to act for and on behalf of, and to bind, the Company. Glenn A. Adams is hereby designated as an authorized person, with the meaning of the Act, to execute, deliver and file the articles of organization of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

8. Management.

8.1 Management of the Company.

(i) Hughes GP & Management, Inc. is hereby appointed as Manager of the Company (the “Manager”) and, in such capacity, shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company’s business, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company.

(ii) The Manager shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. The Manager shall be the sole person or entity with the power to bind the Company, except and to the extent that such power is

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expressly delegated to any other person or entity by the Manager, and such delegation shall not cause the Manager to cease to be the Member or the Manager.

(iii) The Manager may appoint individuals with or without such titles as it may elect, including the titles of President, Vice President, Treasurer, Secretary, and Assistant Secretary, to act on behalf of the Company with such power and authority as the Manager may delegate in writing to any such persons.

8.2 Powers of the Manager. The Manager shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts deemed by the Manager to be necessary or appropriate to effectuate the business, purposes and objectives of the Company, at the expense of the Company. Without limiting the generality of the foregoing, the Manager shall have the power and authority to:

(i) establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to allocations and distributions;

(ii) bring and defend on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise; and

(iii) execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company, including, without limitation, all documents, agreements and instruments related to the making of investments of Company funds.

The expression of any power or authority of the Manager in this Agreement shall not in any way limit or exclude any other power or authority of the Manager which is not specifically or expressly set forth in this Agreement.

8.3 No Management by Other Persons or Entities. Except and only to the extent expressly delegated by the Manager, no person or entity other than the Manager and the Member shall be an agent of the Company or have any right, power or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

8.4 Reliance by Third Parties. Any person or entity dealing with the Company or the Manager may rely upon a certificate signed by the Member as to:

(i) the identity of the Manager;

(ii) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Manager or are in any other manner germane to the affairs of the Company;

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(iii) the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

(iv) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or the Member.

8.5 Removal. The Member shall have the authority to remove the Manager with or without cause at any time. In the event of such removal or in the event of any other vacancy in the Manager position, the Member shall appoint a successor Manager as soon as practicable.

9. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution under Section 608.449 of the Act.

10. Capital Contribution. The Member has contributed the cash and property reflected on Schedule A attached hereto.

11. Additional Contributions. The Member is not required to make any additional capital contribution to the Company.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Manager.

14. Assignments. The Member may assign in whole or in part its limited liability company interest.

15. Resignation. The Member may not resign from the Company.

16. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional member of the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have more than one member.

17. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

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18. Indemnification.

18.1 Exculpation.

(i) For purposes of this Agreement, the term “Covered Persons” means the Member, the Manager, any Affiliate of the Member and any officers, directors, shareholder, partners or employees of the Member and their respective Affiliates, and any officer, employee or expressly authorized agent of the Company or its Affiliates.

(ii) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(iii) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within the professional or expert competence of such person or entity and who or which has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

18.2 Duties and Liabilities of Covered Persons.

(i) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

(ii) Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Covered Persons, or (b) whenever this Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Company or the Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict,

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agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise.

(iii) Whenever in this Agreement a Covered Person is permitted or required to make a decision (a) in its “discretion” or under a grant of similar authority or latitude, the Covered Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in its “good faith” or under another express standard, the Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

18.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

18.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 18 hereof.

18.5 Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Manager shall, in its sole discretion, deem reasonable, on behalf of Covered Persons and such other persons or entities as the Manager shall determine, against any liability that may be asserted against or expenses that may be incurred by any such person or entity in connection with the activities of the Company or such indemnities, regardless of whether the Company would have the power to indemnify such person or entity against such liability under the provisions of this Agreement. The Manager and the Company may enter

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into indemnity contracts with Covered Persons and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 18 hereof and containing such other procedures regarding indemnification as are appropriate.

19. Outside Business. The Member or Affiliate thereof may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and the Company and the Member shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper. The Member or Affiliate thereof shall not be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and the Member or Affiliate thereof shall have the right to take for its own account (individually or as a partner, shareholder, fiduciary or otherwise) or to recommend to others any such particular investment opportunity.

20. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Florida, without regard to the rules of conflict of laws thereof.

21. Fiscal Year. The fiscal year end and taxable year end of the Company shall be January 31.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day and year first aforesaid.

Hughes Supply, Inc.
By:	/s/ John Z. Paré
	John Z. Paré, Secretary

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SCHEDULE A

CASH AND PROPERTY CONTRIBUTED BY

HUGHES SUPPLY, INC.

$1,000 Cash

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EX-3.16

Exhibit 3.16

CERTIFICATE OF LIMITED PARTNERSHIP

OF

HUGHES ELECTRIC SUPPLY, LTD.

(a Florida limited partnership)

The undersigned, desiring to form a limited partnership pursuant to the laws of the State of Florida, does hereby certify as follows:

1. Name. The name of the limited partnership is as follows:

Hughes Electric Supply, Ltd.

2. Address. The street address of the principal place of business and the mailing address for the limited partnership are as follows:

One Hughes Way

Orlando, FL 32805

3. Registered Agent. The address of the office and the name and address of the agent for service of process required to be maintained by Section 620.105, Florida Statutes, are as follows:

Corporation Service Company

1201 Hayes Street

Tallahassee, FL 32301

4. General Partner. The name and business address of the general partner of the limited partnership are as follows:

Hughes GP & Management, Inc.

One Hughes Way

Orlando, FL 32805

5. Termination. The latest date upon which the limited partnership is to dissolve is December 31, 2054.

Under penalties of perjury, the undersigned declares that it has read the foregoing and knows the contents thereof and that the facts stated therein are true and correct.

Signed this 19^th day of November, 2004.

GENERAL PARTNER:
HUGHES GP & MANAGEMENT, INC.
By:	/s/ John Z. Paré
Name:	John Z. Paré
Title:	Secretary

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ACCEPTANCE OF DESIGNATION AS REGISTERED AGENT

AND AGENT FOR SERVICE OF PROCESS

The undersigned, having been designated the Agent for Service of Process, pursuant to Section 620.105, Florida Statutes, and Registered Agent, pursuant to Section 620.192, Florida Statutes, of Hughes Electric Supply, Ltd., a limited partnership to be formed concurrently herewith under the Florida Revised Uniform Limited Partnership Act (1986), does hereby accept such designation and the obligations provided for in Sections 620.105 and 620.192, Florida Statutes.

	CORPORATION SERVICE COMPANY
Dated: 11/24/04, 2004	By:	/s/ Brian Courtney
	Name:	Brian Courtney
	Title:	Asst. V. Pres.

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AFFIDAVIT OF CAPITAL CONTRIBUTIONS

The undersigned, Hughes GP & Management, Inc., the sole general partner of Hughes Electric Supply, Ltd., a Florida limited partnership, certifies:

1. The amount of capital contributions to date of the limited partners is $0.

2. The total amount of capital anticipated to be contributed by the limited partners at this time totals $1,000.

Signed this 23^rd day of November, 2004.

FURTHER AFFIANT SAYETH NOT.

Under the penalties of perjury, the undersigned declares that it has read the foregoing and knows the contents thereof and that the facts stated herein are true and correct.

GENERAL PARTNER:
HUGHES GP & MANAGEMENT, INC.
By:	/s/ John Z. Paré
Name:	John Z. Paré
Title:	Secretary

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EX-3.17

Exhibit 3.17

AGREEMENT OF LIMITED PARTNERSHIP

OF

HUGHES ELECTRIC SUPPLY, LTD.

This Agreement of Limited Partnership of Hughes Electric Supply, Ltd., a Florida limited partnership (this “Agreement”), is entered into by and among Hughes GP & Management, Inc., a Delaware corporation, as general partner (the “General Partner”), and Hughes Electric Holdings, LLC, a Florida limited liability company, as limited partner (the “Limited Partner”). The General Partner and the Limited Partner are referred to collectively as the “Partners”, and the terms “General Partner” and “Limited Partner” shall refer also to additional general partners and limited partners, respectively, as may become parties to this Agreement.

The General Partner and the Limited Partner hereby form a limited partnership pursuant to and in accordance with the Florida Revised Uniform Limited Partnership Act, as amended from time to time (the “Act”), and hereby agree as follows:

1. Name. The name of the limited partnership formed hereby is Hughes Electric Supply, Ltd. (the “Partnership”).

2. Purpose. The Partnership is formed for the object and purpose of engaging in any lawful act or activity for which limited partnerships may be formed under the laws of Florida.

3. Registered Office. The registered office of the Partnership in the State of Florida is 1201 Hayes Street, Tallahassee, Florida 32301.

4. Registered Agent. The registered agent of the Partnership at the address of the registered office is Corporation Service Company.

5. Partners. The names and mailing addresses of the General Partner and the Limited Partner are as follows:

General Partner:	Hughes GP & Management, Inc. One Hughes Way Orlando, Florida 32805
Limited Partner:	Hughes Electric Holdings, LLC One Hughes Way Orlando, Florida 32805

6. Powers. The powers of the General Partner include all powers, statutory and otherwise, possessed by general partners under the laws of the State of Florida.

7. Dissolution. The Partnership shall dissolve, and its affairs shall be wound up, on December 31, 2054 or at such earlier time as (a) all of the partners of the Partnership approve in writing, (b) an event of withdrawal of a general partner has occurred under the Act, or (c) an entry of a decree of judicial dissolution has occurred under Section 620.158 of the Act; provided, however, the Partnership shall not be dissolved or required to be wound up upon an event of withdrawal of a general partner described in Section 7(b) hereof if (i) at the time of such event of withdrawal, there is at least one (1) other general partner of the Partnership who carries on the business of the Partnership (any remaining general partner being hereby authorized to carry on the business of the Partnership), or (ii) within ninety (90) days after the occurrence of such event of withdrawal, all remaining partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the event of withdrawal, of one (1) or more additional general partners of the Partnership.

8. Capital Contributions. The Partners of the Partnership shall contribute cash and property to the Partnership in the amounts and of the type set forth across from each such partner’s name below:

	Cash/Property
General Partner:
Hughes GP & Management, Inc.	$	10
Limited Partner:
Hughes Electric Holdings, LLC	$	990

9. Additional Contributions. No partner of the Partnership is required to make any additional capital contribution to the Partnership.

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10. Allocation of Profits and Losses and Distributions. The Partnership’s profits and losses shall be allocated and all distributions made to the Partners of the Partnership based upon the percentage set forth across from each partner’s name below:

General Partner:
Hughes GP & Management, Inc.	one percent (1%)
Limited Partner:
Hughes Electric Holdings, LLC	Ninety-nine percent (99%)

The Limited Partnership may issue certificates evidencing each Partner’s ownership interest in the Limited Partnership. The total capital of the limited partnership shall be represented by 100 limited partnership units (“Units”). The Units represented on such certificates shall be proportionate to the relative percentages of profits and losses borne by the respective Partners.

11. Assignments.

(a) The Limited Partnership may assign all or any part of its interest in the Partnership and may withdraw from the Partnership only with the consent of the General Partner.

(b) The General Partner may assign all or part of its partnership interest in the Partnership and may withdraw from the Partnership without the consent of the Limited Partner.

12. Withdrawal. Except to the extent set forth in Section 11, no right is given to any partner of the Partnership to withdraw from the Partnership.

13. Admission of Additional or Substitute Members.

(a) One (1) or more additional or substitute limited partners of the Partnership may be admitted to the Partnership only with the consent of the General Partner.

(b) One (1) or more additional or substitute general partners of the Partnership may be admitted to the Partnership only with the consent of the General Partner or, in the event of more than one (1) general partner, only with the consent of a majority of the general partners.

14. Status of Limited Partner.

(a) The Limited Partner shall not participate in the management or control of the Partnership’s business, nor shall it transact any business for the Partnership, nor shall it have the power to act for of bind the Partnership, such powers being vested solely and exclusively in, the General Partner.

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(b) No Limited Partner shall have any personal liability whatever, whether to the Partnership, to any of the Partners or to the creditors of the Partnership, for the debts of the Partnership or any of its losses except to the extent provided in the Act.

15. Authority of General Partner.

(a) The General Partner shall have exclusive authority to manage and control the business and affairs of the Partnership. Pursuant to the foregoing, the General Partner shall have all of the rights and powers of a general partner as provided in the Act and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. In dealing with the General Partner acting on behalf of the Partnership, no person shall be required to inquire into the authority of such Partner to bind the Partnership.

(b) The General Partner shall devote such time to the Partnership business as it, in its sole discretion, shall deem to be necessary to manage and supervise the Partnership business and affairs; but nothing in this Agreement shall preclude the employment, at the expense of the Partnership, of any agent or third party to manage or provide other services in respect of the Partnership property subject to the control of the General Partner.

(c) Neither the General Partner nor any officer, director or employee of the General Partner shall be liable, responsible, or accountable in damages or otherwise to the Partnership or any Partner for any act or failure to act on behalf of the Partnership within the scope of the authority conferred on the General Partner by this Agreement or by law unless such act or omission was performed or omitted fraudulently or in bad faith or constituted wanton and willful misconduct or gross negligence.

(d) The Partnership shall indemnify and hold harmless the General Partner, each officer, director and employee of the General Partner, and the agents of each of them (each an “Indemnified Party”), from and against any loss, expense, damage or injury suffered or sustained by such person by reason of any act or omission arising out of his activities on behalf of the Partnership or in furtherance of the interests of the Partnership, including, but not limited to, any judgment, award, settlement, reasonable attorney’s fees, and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or claim and including any payments made by the General Partner to any of its officers, directors or employees pursuant to an indemnification agreement no broader than this section; provided that the act, omission, or alleged act or omission upon which such actual or threatened action, proceeding or claim is based was not performed or omitted fraudulently or in bad faith or as a result of wanton and willful misconduct or gross negligence by such Indemnified Party.

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16. Power of Attorney.

(a) The Partners, jointly and severally, hereby irrevocably constitute and appoint the General Partner, with full power of substitution, their true and lawful attorney-in-fact in their name, place and stead to make, execute, sign and acknowledge, record and file, on behalf of them and on behalf of the Partnership, the following:

(i) a Certificate of Limited Partnership and any other certificates or instruments which may be required to be filed by the Partnership or the Partners under the laws of the State of Florida and any other jurisdiction whose laws may be applicable; and

(ii) any and all such other instruments as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement in accordance with its terms.

17. Books of Account, Records and Reports.

(a) Proper and complete records and books of account shall be kept by the General Partner in which shall be entered all matters relative to the Partnership’s business as are usually entered into records and books of account maintained by persons engaged in businesses of a like character. The Partnership books and records shall be kept on the accrual basis in accordance with generally accepted accounting principles, consistently applied. The books and records shall be open to the reasonable inspection and examination of the Partners or their duly authorized representatives during reasonable business hours.

(b) Each Limited Partner shall have the right to obtain from the General Partner, from time to time, upon reasonable demand, and subject to such reasonable standards as may be established by the General Partner and for any purpose reasonably related to the Limited Partner’s interest as a limited partner: (i) true and full information regarding the state of the business and the financial condition of the Partnership; (ii) promptly after becoming available, copies of the Partnership’s federal, state, and local income tax returns for each year; and (iii) such other information regarding the Partnership as is just and reasonable.

(c) The fiscal year end and taxable year end of the Partnership shall be January 31.

18. Waiver. A Partner may from time to time waive, directly or indirectly, any requirements placed upon another Partner under the terms of this Agreement. No consent or waiver, express or implied, by any Partner with respect to any breach, default or failure to act by another Partner hereunder shall be deemed or construed to be a consent or waiver with respect to any other breach, default or failure to act by such Member of the same provision or any other provision of this

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Agreement. Failure on the part of any Partner to complain of any act or failure to act of another Partner or to declare such other Partner in default shall not be deemed or constitute a waiver by such Partner of any rights hereunder.

19. Miscellaneous. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

20. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Florida, all rights and remedies being governed by said laws.

IN WITNESS WHEREOF, the undersigned intending to be legally bound hereby, have duly executed this Agreement of Limited Partnership effective as of the 22nd day of November, 2004.

GENERAL PARTNER:
Hughes GP & Management, Inc., a Delaware corporation
By:	/s/ John Z. Paré
	John Z. Paré, Secretary

LIMITED PARTNER:
Hughes Electric Holdings, LLC, a Florida limited liability company
	By:	Hughes GP & Management, Inc., a Delaware corporation, its Manager
		By:	/s/ John Z. Paré
			John Z. Paré, Secretary

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EX-3.18

Exhibit 3.18

CERTIFICATE OF INCORPORATION

OF

Z&L ACQUISITION CORP.

FIRST. The name of the corporation is Z&L Acquisition Corp. (the “Corporation”).

SECOND. The registered office of the Corporation in the State of Delaware is located at 1201 Market Street, Suite 1700, County of New Castle, Wilmington, Delaware 19801. The registered agent of the Corporation at such address is Delaware Incorporators & Registration Service, Inc.

THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH. The Corporation shall have authority to issue Three Thousand (3,000) shares of common stock, having a par value of One Dollar ($1.00) per share.

FIFTH. The Corporation shall indemnify directors and officers of the Corporation to the fullest extent permitted by law.

SIXTH. The directors of the Corporation shall incur no personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director; provided, however, that the directors of the Corporation shall continue to be subject to liability (i) for any breach of their duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for acts or omissions arising under section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the directors derived an

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improper personal benefit. In discharging the duties of their respective positions, the board of directors, committees of the board, individual directors and individual officers may, in considering the best interest of the corporation, consider the effects of any action upon employees, suppliers and customers of the Corporation, communities in which offices or other establishments of the Corporation are located, and all other pertinent factors. In addition, the personal liability of directors shall further be limited or eliminated to the fullest extent permitted by any future amendments to Delaware law.

SEVENTH. The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, the number of members of which shall be set forth in the bylaws of the Corporation. The directors need not be elected by ballot unless required by the bylaws of the Corporation.

EIGHTH. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized to make, amend and repeal the bylaws.

NINTH. Meetings of the stockholders will be held within or outside the State of Delaware. The books of the Corporation will be kept (subject to the provisions contained in the General Corporation Law) within or outside of the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the Corporation.

TENTH. The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner now or hereinafter prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

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ELEVENTH. The name and mailing address of the incorporator is Gordon W. Stewart, Esquire, 1201 Market Street, Suite 1700, Wilmington, Delaware 19801.

TWELFTH. The powers of the incorporator shall terminate upon the election of directors.

I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware do make, file and record this Certificate of Incorporation, and, accordingly, have hereunto set my hand this 6^th day of May, 1996.

/s/ Gordon W. Stewart

Gordon W. Stewart

Incorporator

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CERTIFICATE OF MERGER

OF

HSI CORP.

a Delaware corporation

WITH AND INTO

Z&L ACQUISITION CORP.

a Delaware corporation

Pursuant to Section 251(c) of the General Corporation Law of the State of Delaware

Z&L Acquisition Corp., a Delaware Corporation, hereby certifies that:

1. The constituent corporations of the merger effected hereby (the “Merger”) are Z&L Acquisition Corp., a Delaware corporation (“Z&L”), and HSI Corp., a Delaware corporation (“HSI”).

2. A Plan and Agreement of Merger (the “Agreement”) has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 251 of the Delaware General Corporation Law.

3. Z&L shall be the surviving corporation of the Merger. The surviving corporation is and shall be named “Z&L Acquisition Corp.”

4. The Certificate of Incorporation of Z&L shall be the Certificate of Incorporation of the surviving corporation.

5. The future effective time of the Merger shall be 5:00 p.m. Eastern Time, January 31, 2003.

6. The executed Agreement is on file at the office of Z&L, which is located at 1403 Foulk Road, Suite 102, Foulkstone Plaza, Wilmington, Delaware 19803.

7. A copy of the Agreement will be furnished by Z&L, on request and without cost, to any stockholder of any constituent corporation.

Z&L Acquisition Corp., a Delaware corporation, has caused this Certificate of Merger to be executed by its duly authorized officer as of the 31^st day of January, 2003.

Z&L ACQUISITION CORP., a Delaware corporation
By:	/s/ Gordon W. Stewart
	Gordon W. Stewart
	President

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

Z&L ACQUISITION CORP.

IT IS HEREBY CERTIFIED THAT:

1. The name of the corporation (hereinafter referred to as the “Corporation”) is Z&L Acquisition Corp.

2. The certificate of incorporation of the Corporation is hereby amended by striking out the Article thereof numbered “First” and by substituting in lieu thereof the following new Article:

“FIRST: The name of the corporation is Hughes GP & Management, Inc. (the “Corporation”).”

3. The amendment of the certificate of incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Z&L Acquisition Corp. has caused this certificate to be signed by the undersigned authorized officer this 19^th day of November, 2004.

Z&L ACQUISITION CORP.
By:	/s/ John Pare
Name:	John Pare
Title:	Secretary

EX-3.19

Exhibit 3.19

BYLAWS

OF

Z&L ACQUISITION CORP.

ARTICLE I - STOCKHOLDERS

Section 1. Annual Meeting.

An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transactions of such other business as may properly come before the meeting, shall be held at such place, on such date and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the last annual meeting of stockholders.

Section 2. Special Meetings.

Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors, the Chairman or the President, or as otherwise provided by law or the Certificate of Incorporation, and shall be held at such place, on such date and at such time as they or he or she shall fix, and a majority of the stockholders may call a special meeting in accordance with Section 4 of Article 11 of these Bylaws.

Section 3. Notice of Meetings.

Written notice of the place, date and time of all meetings of the stockholders shall be given, not less than ten nor more than sixty days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the corporation). When a

meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4. Quorum.

At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law.

If a quorum shall fail to attend any meeting, the Chairman of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time. If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

Section 5. Organization.

Such person as the Board of Directors may have designated, or, in the absence of such a person, the President of the corporation or, in the President’s absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or

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by proxy, shall call to order any meeting of the stockholders and act as Chairman of the meeting. In the absence of the Secretary of the corporation, the Secretary of the meeting shall be such person as the Chairman appoints.

Section 6. Conduct of Business.

The Chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to be in order.

Section 7. Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. No proxy shall be voted on or after three (3) years from its date, unless the proxy provides for a longer period.

Each stockholder shall have one vote for every share of stock entitled to vote which is registered in such stockholder’s name on the record date for the meeting, except as otherwise provided herein or required by law.

All voting, including on the election of directors, but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or such stockholders proxy, a stock vote shall be taken.

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast.

Section 8. Stock List.

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such

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stockholder and the number of shares registered in such stockholder’s name, shall be open to the examination of any such stockholder, for say purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be kept at the place of the meeting during the whole time thereof and be open to the examination of any such stockholder who is present. Thus list shall presumptively determine the identity of the stockholders entity to vote at the meeting and the number of shares held by each of them.

Section 9. Consent of Stockholders in Lieu of Meeting.

Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted

ARTICLE II - BOARD OF DIRECTORS

Section 1. Number and Term of Office.

The number of directors who constitute the whole board shall be such number as the Board of Directors shall at the time have designated, except that in the absence of any such designation, such number shall be three (3). Each director shall be effected for a term of one year and until such director’s successor is elected and qualified, except as otherwise provided herein or required by law.

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Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies as the board which are being eliminated by the decrease.

Section 2. Vacancies.

If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until such directors successor is elected and qualified; provided, however, that a majority of the stockholders must ratify such election at the next meeting of stockholders, and the Chairman shall call such a special meeting in accordance with these bylaws for such purpose if the stockholders have not otherwise provided for such ratification.

Section 3. Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 4. Special Meetings.

Special meetings of the Board of Directors may be called only by the Chairman, a majority of the stockholders or a majority of the directors and shall be held at such place, on such date, and at such time as fixed in the notice. Notice of the place, date, and time of such special

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meeting shall be given to each director by whom it is not waived by mailing written notice not less than five days before the meeting or by telegraphing, telecopying or sending by overnight courier the same not less then twenty-four hours before the meeting. Unless otherwise indicated in the notice thereof any and all business may be transacted at a special meeting.

Section 5. Quorum.

At any meeting of the Board of Directors, a majority of the total number of the whole board (rounded up) shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to any place, date or time, without further notice or waiver thereof.

Section 6. Participation in Meetings by Conference Telephone.

Notwithstanding any provision of these bylaws to the contrary members of the Board of Directors, or of any committee thereof, may participate is a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 7. Chairman of the Board.

The Board of Directors shall elect, at its original meeting and each annual meeting, a Chairman of the Board (the “Chairman”) who shall be a director and who shall hold office until the next annual meeting of the Board and until such Chairman’s successor is elected and qualified or until such Chairman’s earlier resignation or removal by act of the Board. The Chairman shall preside at meetings of the stockholders and of the Board. In the absence of the Chairman, the President shall preside at meetings of the stockholders and the Board.

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Section 8. Conduct of Business.

At any meeting of the Board of Directors at which the quorum requirement shall be satisfied, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

Section 9. Compensation of Directors.

Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees, expenses and other compensation for attendance at regular and special meetings and their services as directors, including, without limitation, their services as members of committees of the Board of Directors. Nothing contained herein shall be construed to preclude any director from seeing the corporation in any other capacity and receiving compensation therefor.

Section 10. Fiduciary Duties of Directors.

A director of the corporation shall stand in a fiduciary relation to the corporation and shall perform his duties as a director, including his duties as a member of the Board of Directors upon which such director may serve, in good in a manner which such director reasonably believes to be in the best interest of the corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.

Absent breach of fiduciary duty, lack of good fault or self-dealing, any action as a director shall be presumed to be in the best interim of the corporation.

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Section 11. Removal of Directors.

Any director of the corporation may be removed at any time, with or without cause, by a majority vote of the stockholders.

ARTICLE III - COMMITTEES

Section 1. Committees of the Board of Directors.

The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, such lawfully delegable powers and duties as it thereby confers to serve at the pleasure of the Board, and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend or to authorize the issuance of stock if the resolution which the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in such member’s place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. The Board of Directors may, from time to time suspend, alter, continue or terminate any committee or the powers and functions thereof.

Section 2. Officers’ Committee.

Subject to the approval of the Board, the Chairman may appoint, or may provide for the appointment of, committees consisting of officers or other persons, with chairmanships, vice chairmanships and secretaryships and such duties and powers as the Chairman may, from

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time to time, designate and prescribe. The Board or the Chairman may, from time to time, suspend, alter, confirm or terminate any of such committees or the powers and functions thereof.

Section 3. Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one Member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of true proceedings of such committee.

ARTICLE IV - OFFICERS

Section 1. Generally.

The officers of the corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such officers as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until such officer’s successor is elected or qualified or until such officer’s earlier resignation or removal. One person may hold more than one of the offices specified in this section and may have such other titles as the Board of Directors may determine.

Section 2. President.

The President shall be the chief executive officer of the corporation. Subject to the provisions of these bylaws and to the direction of the Board of Directors, the President shall have the responsibility for the general management and control of the business and affairs of the

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corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to the President by the Board of Directors. The President shall have the power to sign all stock certificates, contracts and other instruments of the corporation, which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the corporation.

Section 3. Vice President.

There may be such number of Vice Presidents as the Board of Directors shall appoint. Any such Vice President shall have such powers and duties as may be delegated to the Vice President by the Board of Directors. A Vice President may be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability. In the absence of the Chairman and the President, one Vice President so designated by the Board of Directors shall preside at meetings of the stockholders and the Board of Directors.

Section 4. Treasurer/Assistant Treasurer.

The Treasurer shall have the responsibility for maintaining financial records of the corporation and shall have custody of all monies and securities of the corporation. The Treasurer shall make such disbursements of the funds of the corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe. Without limiting the provisions of Sections 1 or 6 of this Article IV, the Board of Directors may also elect an Assistant Treasurer, if deemed necessary or appropriate, who shall have such powers and duties of the Treasurer, as determined by the Board of Directors.

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Section 5. Secretary/Assistant Secretary.

The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. The Secretary shall have charge of the duties as the Board of Directors may from time to time prescribe. Without limiting the provisions of Sections 1 or 6 of this Article IV, the Board of Directors may also elect an Assistant Secretary, if deems necessary or appropriate, who shall have such powers and duties of the Secretary, as determined by the Board of Directors.

Section 6. Delegation of Authority.

The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 7. Removal.

Any officer of the corporation may be removed at any time, with or without cause, by the Board of Directors.

Section 8. Action with Respect to Securities of Other Corporations.

The Board shall designate the officers as it deems appropriate who shall have power to vote and otherwise act an behalf of the corporation, in person or by proxy, at any meeting of stockholders of, or with respect to, any action of stockholders of any other corporation in which this corporation may hold securities and otherwise to exercise any and all rights and powers which this corporation may possess by reason of its ownership of securities in such other corporation.

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ARTICLE V - INDEMNIFICATION OF OFFICERS,

DIRECTORS, EMPLOYEES AND AGENTS

Section 1. Availability of Indemnification.

The corporation shall indemnify, any director, officer, other employee or agent, who was or is a party to, or is threatened to be made a party to or who is called as a witness in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation by reason of the fact that he is or was serving at the request of a director, officer, employee or agent of the corporation, or is or was saving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise, against expenses, including attorneys’ fees, judgments, and amounts paid in settlement, actually and reasonably incurred by him in connection with failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Section 2. Extent of Indemnification.

The indemnification and advancement of expenses provided by, or granted pursuant to this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to direction, howsoever embodied, of any court of competent jurisdiction otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. It is the policy of the corporation that the indemnification of, and advancement of expenses to, directors, officers, employees and other agents of the corporation be made to the fullest extent permitted by law. To this end, the provisions of this Article V shall be deemed to have been amended for the benefit of directors, officers, employees and other agents of the corporation effective immediately upon any

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modification the General Corporation Law of the State of Delaware (the “GCL”) which expands or enlarges the power or obligation of corporations organized under the GCL to indemnify, or advance expenses to, directors, officers, employees and other agents of the corporation.

Section 3. Promise to Repay Corporation.

The corporation shall pay expenses incurred by an officer, director or other employee or agent, in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.

Section 4. Duration of Right to Indemnification.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors of such person.

Section 5. Indemnification of Fund.

The corporation shall have the authority to create a fund of any nature, which may, but need not be, under control of a trustee, or otherwise secure or insure in any manner, its obligations, whether arising under these bylaws or otherwise. The authority granted by this Section 5 shall be exercised by the Board of Directors of the corporation.

Section 6. Contract for Indemnification.

A contract shall be deemed to exist between the corporation and each director and officer of the corporation with respect to indemnification and advancement of expenses as provided law by this Article V and as otherwise provided by applicable law.

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Section 7. In General.

The provisions of this Article V shall not be deemed to preclude the indemnification of, or advancement of expenses to, any person who is not specified in Section 1 of this Article V but whom the corporation has the power or obligation to indemnify of the GCL or otherwise.

ARTICLE VI - STOCK

Section 1. Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by, or in the name of the corporation by, the President and the Secretary, or such other officers as authorized by the Board, certifying the number of shares owned by such stockholder.

Section 2. Transfers of Seek.

Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by transfer agents designated to transfer shares of the stock of the corporation. Except where a certificate is issued in accordance with Section 4 of this Article VI, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3. Record Date.

The Board of Directors may fix a record date, which shall not be more than sixty nor less than ten days before the date of any meeting of the stockholders, nor none than sixty days prior to the time for the other action hereinafter described, as of which there shall be determined the stockholders who are entitled; to notice of or to vote at any meeting of stockholders or any adjournment thereof; to express consent to corporate action in writing without a meeting; to receive payment of any dividend or other distribution or allotment of any

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rights; or to exercise any rights with respect to any change, conversion or exchange of stock or with respect to any other lawful action.

Section 4. Lost and Stolen Stock Certificates.

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5. Regulations.

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VII - PURPOSE

Section 1. Purpose.

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under General Corporation Law of the State of Delaware.

ARTICLE VIII - NOTICES

Section 1. Notices.

Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent, shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, by sending such notice by Federal Express or similar overnight courier, by sending such notice prepaid telegram or mailgram or by sending such notice by telecopy or similar facsimile transmission. Any such notice shall be addressed to such stockholder, director, officer, employee, or agent at his or her last known address as the same appears on the books of the corporation. The time when such notice is received, if hand

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delivered, or dispatched, if delivered through the mails, by overnight courier, by telegram or mailgram, or by telecopy or similar facsimile shall be the time of the giving of the notice.

Section 2. Waivers.

A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before of after the time of event for which notice is to be given, shall be deemed equivalent to the notice required to given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE IX - MISCELLANEOUS

Section 1. Corporate Seal.

The Board of Directors may provide a suitable seal, containing the name of the corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof duplicates of the seal my be kept and used by the Treasurer or Secretary or by an Assistant Secretary or Assistant Treasurer.

Section 2. Reliance upon Books, Reports and Records.

Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of an account, information, statements or other records of the corporation, including reports made to the corporation by any of its officers, employees or counsel, by an independent certified public accountant, or by an appraiser selected with reasonable care. An action shall not be considered taken in good faith if the director, committee member or officer has knowledge concerning the matter in question that would cause such director’s reliance to be unwarranted.

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Section 3. Fiscal Year.

The fiscal year of the corporation shall be as fixed by the Board of Directors.

Section 4. Time Periods.

In applying any provision of these bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE X - AMENDMENTS

Section 1. Amendments.

These bylaws may be amended, or repealed in a manner consistent with law at any regular or special meeting of the Board of Directors by vote of a majority of the entire board or at any stockholders meeting called and maintained in accordance with Article I of these bylaws. Such amendment, suspension or repeal may be evidenced by resolution or as the Board may otherwise deem appropriate.

The undersigned, Secretary of Z&L Acquisition Corp., does hereby certify that the foregoing is a true copy of the bylaws of Z&L Acquisition Corp. and that such bylaws are in full force and effect as of the date indicated below.

Dated: as of May 6, 1996

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/s/ Gordon W. Stewart
Name:	Gordon W. Stewart
Title:	Secretary
	[SEAL]

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EX-3.20

Exhibit 3.20

ARTICLES OF ORGANIZATION FOR

HUGHES HOLDINGS, LLC

(a Florida limited liability company)

The undersigned representative of a Member, desiring to form a limited liability company under and pursuant to the Florida Limited Liability Company Act, Chapter 608, Florida Statutes, does hereby adopt the following Articles of Organization:

ARTICLE I. NAME

The name of the limited liability company is: Hughes Holdings, LLC.

ARTICLE II. ADDRESS

The mailing address and street address of the principal office of the Company is:

One Hughes Way

Orlando, FL 32805

ARTICLE III. DURATION

The period of duration for the Company shall be perpetual, unless terminated in accordance with the Company’s Operating Agreement or by the unanimous written agreement of all Members.

ARTICLE IV. INITIAL REGISTERED AGENT AND OFFICE

The name and street address of the initial registered agent of the Company are:

Corporation Service Company

1201 Hayes Street

Tallahassee, FL 32301

ARTICLE V. MANAGEMENT

The business of the Company shall be conducted, carried on, and managed by no fewer than one (1) Manager, who shall be elected by the Members of the Company in the manner prescribed by and provided in the Operating Agreement of the Company. Therefore, the Company is a manager-managed company. Such Manager(s) shall also have the rights and responsibilities described in the Operating Agreement of the Company.

ARTICLE VI. OPERATING AGREEMENT

The power to adopt, alter, amend, or repeal the Operating Agreement of the Company shall be vested in the Members of the Company.

/s/ Glenn A. Adams

Glenn A. Adams

Authorized Representative of a Member

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CERTIFICATE OF DESIGNATION OF

REGISTERED AGENT AND REGISTERED OFFICE

OF HUGHES HOLDINGS, LLC

Pursuant to the provisions of Section 608.415 or 608.507, Florida Statutes, Hughes Holdings, LLC, a Florida limited liability company (the “Company”), hereby submits the following statement designating the registered office and registered agent in the state of Florida.

1. The name of the Company is: Hughes Holdings, LLC.

2. The name of the registered agent and the address of the registered office are:

NAME:	CORPORATION SERVICE COMPANY
ADDRESS:	1201 Hayes Street
	Tallahassee, FL 32301

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, we hereby accept the appointment as registered agent and agree to act in this capacity. We further agree to comply with the provisions of all statutes relating to the proper and complete performance of our duties, and we are familiar with and accept the obligations of our position as registered agent as provided for in Chapter 608., F.S..

CORPORATION SERVICE COMPANY
By:	/s/ Deborah D. Skipper	Date:	11/19, 2004
Name:	Deborah D. Skipper
Title:	Asst. V. Pres.

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EX-3.21

Exhibit 3.21

OPERATING AGREEMENT

OF

HUGHES HOLDINGS, LLC

This Operating Agreement (this “Agreement”) of Hughes Holdings, LLC, is entered into effective as of the 19^th day of November, 2004, by Hughes Supply, Inc., as the sole member of the limited liability company (the “Member”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Florida Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Name. The name of the limited liability company formed hereby is Hughes Holdings, LLC (the “Company”).

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

3. Registered Office. The address of the registered office of the Company in the State of Florida is 1201 Hayes Street, Tallahassee, FL 32301.

4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Florida is Corporation Service Company, 1201 Hayes Street, Tallahassee, FL 32301.

5. Powers of the Company.

(i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power:

(a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any other foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(b) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an “Affiliate”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise;

(d) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

(e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested;

(f) to sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(g) to appoint employees and agents of the Company, and define their duties and fix their compensation;

(h) to indemnify any person or entity and to obtain any and all types of insurance;

(i) to cease its activities and cancel its insurance;

(j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company;

(k) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

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(l) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and

(m) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

(ii) The Company may merge with, or consolidate into, another Florida limited liability company or other business entity (as defined in Section 608.438 of the Act) upon the approval of the Member, in its sole discretion.

6. Member. The name and the business, residence or mailing address of the Member of the Company are as follows:

Name:	Address:
Hughes Supply, Inc.	One Hughes Way
	Orlando, Florida 32805

7. Powers of Member. The Member shall have the power to exercise any and all rights and powers granted to the Member pursuant to the express terms of this Agreement. Except as otherwise specifically provided by this Agreement or required by the Act, the Manager (as hereinafter defined) shall have the power to act for and on behalf of, and to bind, the Company. Glenn A. Adams is hereby designated as an authorized person, with the meaning of the Act, to execute, deliver and file the articles of organization of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

8. Management.

8.1 Management of the Company.

(i) Hughes GP & Management, Inc. is hereby appointed as Manager of the Company (the “Manager”) and, in such capacity, shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company’s business, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company.

(ii) The Manager shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. The Manager shall be the sole person or entity with the power to bind the Company, except and to the extent that such power is

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expressly delegated to any other person or entity by the Manager, and such delegation shall not cause the Manager to cease to be the Member or the Manager.

(iii) The Manager may appoint individuals with or without such titles as it may elect, including the titles of President, Vice President, Treasurer, Secretary, and Assistant Secretary, to act on behalf of the Company with such power and authority as the Manager may delegate in writing to any such persons.

8.2 Powers of the Manager. The Manager shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts deemed by the Manager to be necessary or appropriate to effectuate the business, purposes and objectives of the Company, at the expense of the Company. Without limiting the generality of the foregoing, the Manager shall have the power and authority to:

(i) establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to allocations and distributions;

(ii) bring and defend on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise; and

(iii) execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company, including, without limitation, all documents, agreements and instruments related to the making of investments of Company funds.

The expression of any power or authority of the Manager in this Agreement shall not in any way limit or exclude any other power or authority of the Manager which is not specifically or expressly set forth in this Agreement.

8.3 No Management by Other Persons or Entities. Except and only to the extent expressly delegated by the Manager, no person or entity other than the Manager and the Member shall be an agent of the Company or have any right, power or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

8.4 Reliance by Third Parties. Any person or entity dealing with the Company or the Manager may rely upon a certificate signed by the Member as to:

(i) the identity of the Manager;

(ii) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Manager or are in any other manner germane to the affairs of the Company;

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(iii) the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

(iv) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or the Member.

8.5 Removal. The Member shall have the authority to remove the Manager with or without cause at any time. In the event of such removal or in the event of any other vacancy in the Manager position, the Member shall appoint a successor Manager as soon as practicable.

9. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution under Section 608.449 of the Act.

10. Capital Contribution. The Member has contributed the cash and property reflected on Schedule A attached hereto.

11. Additional Contributions. The Member is not required to make any additional capital contribution to the Company.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Manager.

14. Assignments. The Member may assign in whole or in part its limited liability company interest.

15. Resignation. The Member may not resign from the Company.

16. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional member of the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have more than one member.

17. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

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18. Indemnification.

18.1 Exculpation.

(i) For purposes of this Agreement, the term “Covered Persons” means the Member, the Manager, any Affiliate of the Member and any officers, directors, shareholder, partners or employees of the Member and their respective Affiliates, and any officer, employee or expressly authorized agent of the Company or its Affiliates.

(ii) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(iii) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within the professional or expert competence of such person or entity and who or which has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

18.2 Duties and Liabilities of Covered Persons.

(i) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

(ii) Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Covered Persons, or (b) whenever this Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Company or the Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict,

6

agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise.

(iii) Whenever in this Agreement a Covered Person is permitted or required to make a decision (a) in its “discretion” or under a grant of similar authority or latitude, the Covered Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in its “good faith” or under another express standard, the Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

18.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

18.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 18 hereof.

18.5 Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Manager shall, in its sole discretion, deem reasonable, on behalf of Covered Persons and such other persons or entities as the Manager shall determine, against any liability that may be asserted against or expenses that may be incurred by any such person or entity in connection with the activities of the Company or such indemnities, regardless of whether the Company would have the power to indemnify such person or entity against such liability under the provisions of this Agreement. The Manager and the Company may enter

7

into indemnity contracts with Covered Persons and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 18 hereof and containing such other procedures regarding indemnification as are appropriate.

19. Outside Business. The Member or Affiliate thereof may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and the Company and the Member shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper. The Member or Affiliate thereof shall not be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and the Member or Affiliate thereof shall have the right to take for its own account (individually or as a partner, shareholder, fiduciary or otherwise) or to recommend to others any such particular investment opportunity.

20. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Florida, without regard to the rules of conflict of laws thereof.

21. Fiscal Year. The fiscal year end and taxable year end of the Company shall be January 31.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day and year first aforesaid.

Hughes Supply, Inc.
By:	/s/ John Z. Paré
	John Z. Paré, Secretary

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SCHEDULE A

CASH AND PROPERTY CONTRIBUTED BY

HUGHES SUPPLY, INC.

$1,000 Cash

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EX-3.22

Exhibit 3.22

CERTIFICATE OF INCORPORATION

OF

ALLSTATE POOL SUPPLIES, INC.

FIRST: The name of the corporation is Allstate Pool Supplies, Inc. (the “Corporation”).

SECOND: The registered office of the Corporation in the State of Delaware is located at 1201 Market Street, Suite 1700, County of New Castle, Wilmington, Delaware 19801. The registered agent of the Corporation at such address is Delaware Incorporators & Registration Service, Inc.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The Corporation shall have authority to issue Three Thousand (3,000) shares of common stock, having a par value of One Dollar ($1.00) per share.

FIFTH: The corporation shall indemnify directors and officers of the corporation to the fullest extent permitted by law.

SIXTH: The directors of the Corporation shall incur no personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director; provided, however, that the directors of the Corporation shall continue to be subject to liability (i) for any breach of their duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the directors derived an improper personal benefit. In discharging the duties of their respective positions, the board of directors,

committees of the board, individual directors and individual officers may, in considering the best interest of the Corporation, consider the effects of any action upon employees, suppliers and customers of the Corporation, communities in which offices or other establishments of the Corporation are located, and all other pertinent factors. In addition, the personal liability of directors shall further be limited or eliminated to the fullest extent permitted by any future amendments to Delaware law.

SEVENTH: The business and affairs of the Corporation shall be managed by of under the direction of the board of directors, the number of members of which shall be set forth in the bylaws of the Corporation. The directors need not be elected by written ballot unless required by the bylaws of the Corporation.

EIGHTH: Meetings of the stockholders may be held with or without the State of Delaware. The books of the Corporation shall be kept (subject to the provisions contained in the General Corporation Law of the State of Delaware) at such place or places as may be designated from time to time by the board of directors or in the bylaws of the Corporation.

NINTH: In furtherance and not in limitation of the objects, purposes and powers prescribed herein and conferred by the laws of the State of Delaware, the board of directors is expressly authorized to make, alter or amend the bylaws.

TENTH: The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation is the manner now or hereinafter prescribed by the laws of the State of Delaware. All rights herein confined are granted subject to this reservation.

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ELEVENTH: The name and mailing address of the incorporator is Delaware Incorporators & Registration Service, Inc, 1201 Market Street, Suite 1700, Wilmington, County of New Castle, Delaware 19801.

THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware does make, file and record this Certificate of Incorporation this 9th day of January, 2001.

DELAWARE INCORPORATORS & REGISTRATION SERVICE, INC.
By:	/s/ Jeffrey K. Simpson
	Jeffrey K. Simpson
	Vice President

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CERTIFICATE OF MERGER

OF

ALLSTATE POOL BUSINESS, L.P.,

a Delaware limited partnership

AND

ALLSTATE POOL SUPPLIES, INC.

a Delaware corporation

Pursuant to Section 263(c) of the General Corporation Law of the State of Delaware and Section 17-211(c) of the Delaware Revised Uniform Limited Partnership Act

Allstate Pool Supplies, Inc., a Delaware corporation, hereby certifies that:

1. The constituent entities of the merger affected hereby (the “Merger”) are Allstate Pool Supplies, Inc., a Delaware corporation (“APS”), and Allstate Pool Business, L.P., a Delaware limited partnership (“APB LP”).

2. A Plan and Agreement of Merger (the “Agreement”) has been approved, adopted, certified, executed and acknowledged by APS in accordance with the provisions of Section 263 of the General Corporation Law of the State of Delaware (the “GCL”) and by APB LP in accordance with Section l7-211 of the Delaware Revised Uniform Limited Partnership Act (the “Act”) .

3. The surviving company of the Merger shall be APS, whose name will be changed in the Merger as provided in Paragraph 4 of this Certificate of Merger.

4. Article First of the Certificate of Incorporation of APS shall be amended to read as follows:

FIRST. The name Insurance Holdings of the

corporation is Hughes Inc. (the “Corporation”).

5. The executed Agreement is on file at the registered office of APS, which is located at Suite 1410, 1007 Orange Street, Nemours Building, Wilmington, New Castle County, Delaware 19801, A copy of the Agreement will be furnished by APS, on request and without cost, to any stockholder or partner of the constituent entities.

6. This Certificate of Merger shall be effective as of the time of filing on January 27, 2004.

A&M Pool Supplies, Inc. has caused this Certificate of Merger to be executed, witnessed, and sealed, as of the 27th day of January, 2004.

ALLSTATE POOL SUPPLIES, INC., a Delaware corporation
By:	/s/ Gordon W. Stewart
	Gordon W. Stewart
	President

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EX-3.23

Exhibit 3.23

BYLAWS

OF

ALLSTATE POOL SUPPLIES, INC.

Adopted: as of January 9, 2001

ARTICLE I - STOCKHOLDERS

Section 1. Annual Meeting.

An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the date and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the last annual meeting of stockholders.

Section 2. Special Meetings.

Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors, the Chairperson or the President, or as otherwise provided by law or the Certificate of Incorporation, and shall be held at such place, on such date and at such time as they or he or she shall fix, and a majority of the stockholders may call a special meeting in accordance with Section 4 of Article II of these Bylaws.

Section 3. Notice of Meetings.

Written notice of the place, date and time of all meetings of the stockholders shall be given, not less than ten nor more than sixty days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the corporation).

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4. Quorum.

At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law.

If a quorum shall fail to attend any meeting, the Chairperson of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time.

If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

Section 5. Organization.

Such person as the Board of Directors may have designated, or, in the absence of such a person, the President of the corporation or, in the President’s absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in

2

person or by proxy, shall call to order any meeting of the stockholders and act as Chairperson of the meeting. In the absence of the Secretary of the corporation, the Secretary of the meeting shall be such person as the Chairperson appoints.

Section 6. Conduct of Business.

The Chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to be in order.

Section 7. Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. No proxy shall be voted on or after three (3) years from its date, unless the proxy provides for a longer period.

Each stockholder shall have one vote for every share of stock entitled to vote which is registered in such stockholder’s name on the record date for the meeting, except as otherwise provided herein or required by law.

All voting, including on the election of directors, but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or such stockholder’s proxy, a stock vote shall be taken.

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast.

Section 8. Stock List.

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in such stockholder’s name, shall be open to the

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examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

Section 9. Consent of Stockholders in Lien of Meeting.

Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II - BOARD OF DIRECTORS

Section 1. Number and Term of Office.

The number of directors as the Board of Directors shall at the time designation, such number shall be three (3). Each director shall be elected for a term of one year and qualified, except as otherwise provided herein or required by law.

Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the

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expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.

Section 2. Vacancies.

If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until such director’s successor is elected and qualified, provided, however, that a majority of the stockholders must ratify such election at the next meeting of stockholders, and the Chairperson shall call such a special meeting in accordance with these bylaws for such purpose if the stockholders have not otherwise provided for such ratification.

Section 3. Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates and at such time or time as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 4. Special Meetings.

Special meetings of the Board of Directors may be called only by the Chairperson, a majority of the stockholders or a majority of the directors and shall be held at such place, on such date, and at such time as fixed in the notice. Notice of the place, date, and time of such special meeting shall be given to each director by whom it is not waived by mailing written notice not less than five days before the meeting or by telegraphing, telecopying or sending by overnight courier the same not less than twenty-four hours before the meeting. Unless otherwise indicated in the notice thereof; any and all business may be transacted at a special meeting.

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Section 5. Quorum.

At any meeting of the Board of Directors, a majority of the total number of the whole board (rounded up) shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to any place, date or time, without further notice or waiver thereof.

Section 6. Participation in Meetings by Conference Telephone.

Notwithstanding any provision of these bylaws to the contrary, members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 7. Chairperson of the Board.

The Board of Directors shall elect, at its original meeting and each annual meeting, a Chairperson of the Board (the “Chairperson”) who shall be a director and who shall hold office until the next annual meeting of the Board and until such Chairperson’s successor is elected and qualified or until such Chairperson’s earlier resignation or removal by act of the Board. The Chairperson shall preside at meetings of the stockholders and of the Board. In the absence of the Chairperson, the President shall preside at meetings of the stockholders and the Board.

Section 8. Conduct of Business.

At any meeting of the Board of Directors at which the quorum requirement shall be satisfied, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the

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Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

Section 9. Compensation of Directors.

Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees, expenses and other compensation for attendance at regular and special meetings and their services as directors, including, without limitation, their services as members of committees of the Board of Directors. Nothing contained herein shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 10. Fiduciary Duties of Directors.

A director of the corporation shall stand in a fiduciary relation to the corporation and shall perform his duties as a director, including his duties as a member of the Board of Directors upon which such director may serve, in good faith, in a manner which such director reasonably believes to be in the best interest of the corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.

Absent breach of fiduciary duty, lack of good faith or self-dealing, any action as a director shall be presumed to be in the best interests of the corporation.

Section 11. Removal of Directors.

Any director of the corporation may be removed at any time, with or without cause, by a majority vote of the stockholders.

ARTICLE III - COMMITTEES

Section 1. Committees of the Board of Directors.

The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties

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as it thereby confers, to serve at the pleasure of the Board, and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend or to authorize the issuance of stock if the resolution, which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in such member’s place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. The Board of Directors may, from time to time, suspend, alter, continue or terminate any committee or the powers and functions thereof.

Section 2. Officers’ Committees.

Subject to the approval of the Board, the Chairperson may appoint, or may provide for the appointment of, committees consisting of officers or other persons, with chair, vice chair and secretaryships and such duties and powers as the Chairperson may, from time to time, designate and prescribe. The Board or the Chairperson may, from time to time, suspend, alter, continue or terminate any of such committees or the powers and functions thereof.

Section 3. Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two

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members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Acton may be taken by any committee without a meeting if all members thereof consent thereto in writing and the writing or writings are filed with the minutes of the proceedings of such committee.

ARTICLE IV - OFFICERS

Section 1. Generally.

The officers of the corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. One person may hold more than one of the offices specified in this section and may have such other titles as the Board of Directors may determine.

Section 2. President.

The President shall be the chief executive officer of the corporation. Subject to the provisions of these bylaws and to the direction of the Board of Directors, the President shall have the responsibility for the general management and control of the business and affairs of the corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to the President by the Board of Directors. The President shall have the power to sign all stock certificates, contracts and other instruments of the corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the corporation.

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Section 3. Vice President.

There may be such number of Vice Presidents, as the Board of Directors shall appoint. Any such Vice President shall have such powers and duties as may be delegated to the Vice President by the Board of Directors. A Vice President may be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability. In the absence of the Chairperson and the President, one Vice President so designated by the Board of Directors shall preside at meetings of the stockholders and the Board of Directors.

Section 4. Treasurer/Assistant Treasurer.

The Treasurer shall have the responsibility for maintaining the financial records of the corporation and shall have custody of all monies and securities of the corporation. The Treasurer shall make such disbursements of the funds of the corporation as are authorized and shall render from time to time an account of such transactions and of the financial condition of the corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe. Without limiting the provisions of Sections 1 or 6 of this Article IV, the Board of Directors may also elect an Assistant Treasurer, if deemed necessary or appropriate, who shall have such powers and duties of the Treasurer, as determined by the Board of Directors.

Section 5. Secretary/Assistant Secretary.

The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. The Secretary shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe. Without limiting the provisions of Sections 1 or 6 of this Article IV, the Board of Directors may, if deemed necessary or appropriate, who shall have determined by the Board of Directors.

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Section 6. Delegation of Authority.

The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 7. Removal.

Any officer of the corporation may be removed at any time, with or without cause, by the Board of Directors.

Section 8. Action with Respect to Securities of Other Corporations.

The Board shall designate the officers as it deems appropriate who shall have power to vote and otherwise act on behalf of the corporation, in person or by proxy, at any meeting of stockholders of, or with respect to, any action of stockholders of any other corporation in which this corporation may hold securities and otherwise to exercise any and all rights and powers which this corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V - INDEMNIFICATION OF OFFICERS,

DIRECTORS, EMPLOYEES AND AGENTS

Section 1. Availability of Indemnification.

The corporation shall indemnify any director, officer, other employee or agent, who was or is a party to, or is threatened to be made a party to or who is called as a witness in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation by reason of the fact that he is or was serving at the request of a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or

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proceeding unless the act or the failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Section 2. Extent of Indemnification.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction, howsoever embodied, of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. It is the policy of the corporation that the indemnification of, and advancement of expenses to, directors, officers, employees and other agents of the corporation shall be made to the fullest extent permitted by law. To this end, the provisions of this Article V shall be deemed to have been amended for the benefit of directors, officers, employees and other agents of the corporation effective immediately upon any modification of the General Corporation Law of the State of Delaware (the “GCL”) which expands or enlarges the power or obligation of corporations organized under the GCL to indemnify, or advance expenses to, directors, officers, employees and other agents of the corporation.

Section 3. Promise to Repay Corporation.

The corporation shall pay expenses incurred by an officer, director or other employee or agent, in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.

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Section 4. Duration of Right to Indemnification.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors of such person.

Section 5. Indemnification of Fund.

The corporation shall have the authority to create a fund of any nature, which may, but need not be, under control of a trustee, or otherwise secure or insure in any manner, its indemnification obligations, whether arising under these bylaws or otherwise. The authority granted by this Section 5 shall be exercised by the Board of Directors of the corporation.

Section 6. Contract for Indemnification.

A contract shall be deemed to exist between the corporation and each director and officer of the corporation with respect to indemnification and advancement of expenses as provided by this Article V and as otherwise provide by applicable law.

Section 7. In General.

The provisions of this Article V shall not be deemed to preclude the indemnification of, or advancement of expenses to, any person who is not specified in Section 1 of this Article V but whom the corporation has the power or obligation to indemnify of the GCL or otherwise.

ARTICLE VI - STOCK

Section 1. Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by, or in the name of the corporation by, the President and the Secretary, or such other officers as authorized by the Board, certifying the number of shares owned by such stockholder.

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Section 2. Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by transfer agents designated to transfer shares of the stock of the corporation. Except where a certificate is issued in accordance with Section 4 of this Article VI, an outstanding certificate for the number o f shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3. Record Date.

The Board of Directors may fix a record date, which shall not be more than sixty nor less than ten days before the date of any meeting of the stockholders, nor more than sixty days prior to the time for the other action hereinafter described, as of which there shall be determined the stockholders who are entitled: to notice of or to vote at any meeting of stockholders or any adjournment thereof; to express consent to corporate action in writing without a meeting; to receive payment of any dividend or other distribution or allotment of any rights; or to exercise any rights with respect to any change, conversion or exchange of stock or with respect to any other lawful action.

Section 4. Lost and Stolen Stock Certificates.

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5. Regulations.

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

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ARTICLE VII - PURPOSE

Section 1. Purpose.

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE VIII - NOTICES

Section 1. Notices.

Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent, shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, by sending such notice by Federal Express or similar overnight courier, by sending such notices by prepaid telegram or mailgram or by sending such notice by telecopy or similar facsimile transmission. Any such notice shall be addressed to such stockholder, director, officer, employee, or agent at his or her last known address as the same appears on the books of the corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails, by overnight courier, by telegram or mailgram, or by telecopy or similar facsimile shall be the time of the giving of the notice.

Section 2. Waivers.

A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before of after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

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ARTICLE IX - MISCELLANEOUS

Section 1. Corporate Seal.

The Board of Directors may provide a suitable seal, containing the name of the corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or Secretary or by an Assistant Secretary or Assistant Treasurer.

Section 2. Reliance upon Rooks, Reports and Records.

Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of on account, information, statements or other records of the corporation, including reports made to, the corporation by any of its officers, employees or counsel, by an independent certified public accountant, or by an appraiser selected with reasonable care. An action shall not be considered taken in good faith if the director, committee member or officer has knowledge concerning the matter in question that would cause such director’s reliance to be unwarranted.

Section 3. Fiscal Year.

The fiscal year of the corporation shall be as fixed by the Board of Directors. Section 4. Time Periods.

In applying any provision of these bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

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ARTICLE X - AMENDMENTS

Section 1. Amendments.

These bylaws may be amended, suspended or repealed in a manner consistent with law at any regular or special meeting of the Board of Directors by vote of a majority of the entire board or at any stockholders meeting called and maintained in accordance with Article I of these bylaws. Such amendment, suspension or repeal may be evidenced by resolution or as the Board may otherwise deem appropriate.

The undersigned, Assistant Secretary of Allstate Pool Supplies, Inc., does hereby certify that the foregoing is a true copy of the bylaws of Allstate Pool Supplies, Inc. and that such bylaws are in full force and effect as of the date indicated below.

Dated: as of January 9, 2001.

/s/ Gordon W. Stewart

Gordon W. Stewart

Assistant Secretary

                                                        [SEAL]

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EX-3.24

Exhibit 3.24

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CENTURY MAINTENANCE SUPPLY, INC.

(Original Certificate of Incorporation filed with

the Delaware Secretary of State on June 30, 1997.)

1. The name of the corporation is: Century Maintenance Supply, Inc. (the “Corporation”).

2. The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle; and the name of its registered agent at such, address is The Corporation Service Company.

3. The nature of the business or purposes to be conducted or promoted by the Corporation is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

4. The total number of shares of stock which the Corporation shall have authority to issue is: one thousand shares (1,000) and the par value of each of such shares is: $0.01.

5. The Corporation is to have perpetual existence.

6. Each person who at any time is or was a director or officer of the Corporation, and is threatened to be or is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (a “Proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, member, employee, trustee, agent or similar functionary of another domestic or foreign corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other for-profit or non-profit enterprise, whether the basis of a Proceeding is an alleged action in such person’s official capacity or in another capacity while holding such office, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, or any other applicable law as may from time to time be in effect (but, in the case of any such amendment or enactment, only to the extent that such amendment or law permits the Corporation to provide broader indemnification rights than such law prior to such amendment or enactment permitted the Corporation to provide), against all expense, liability and loss (including, without limitation, court costs and attorneys’ fees, judgments, fines, excise taxes or penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection with a Proceeding, and such indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation or a director, officer, partner, venturer, proprietor, member, employee, trustee, agent or similar functionary of another domestic or foreign corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other for-profit or non-profit enterprise, and shall inure to the benefit of such person’s heirs, executors and administrators. The

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Corporation’s obligations under this paragraph include, but are not limited to, the convening of any meeting, and the consideration of any matter thereby, required by statute in order to determine the eligibility of any person for indemnification. Notwithstanding this paragraph to the contrary, the Corporation will not indemnify and hold harmless any officer or director with respect to any matter that constitutes a breach of a representation or warranty or a breach of any covenant or agreement under that certain Agreement and Plan of Merger dated May 5, 1998 (as amended), among the Corporation, Century Acquisition Corp. and the shareholders of the Corporation.

7. Expenses incurred by a director or officer of the Corporation in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding to the fullest extent permitted by, and only in compliance with, the DGCL or any other applicable laws as may from time to time be in effect, including, without limitation, any provision of the DGCL which requires, as a condition precedent to such expense advancement, the delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under paragraph 6 above or otherwise. Repayments of all amounts so advanced shall be upon such terms and conditions, if any, as the Corporation’s Board of Directors deems appropriate.

8. The Corporation’s obligation to indemnify and to prepay expenses under paragraphs 6 and 7 above shall arise, and all rights granted to the Corporation’s directors and officers hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed. Notwithstanding any other provision of this Amended and Restated Certificate of Incorporation of the Corporation (this “Amended and Restated Certificate”) or the bylaws of the Corporation, no action taken by the Corporation, either by amendment of this Amended and Restated Certificate or the bylaws of the Corporation or otherwise, shall diminish or adversely affect any rights to indemnification or prepayment of expenses granted under paragraphs 6 and 7 above which shall have become vested as aforesaid prior to the date that such amendment or other corporate action is effective or taken, whichever is later.

9. If a claim under paragraph 6 or 7 above or both of paragraph 6 and 7 above is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit in a court of competent jurisdiction against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such suit (other than a suit brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL or other applicable law to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. The failure of the Corporation (including its Board of Directors, independent legal counsel, or stockholders) to have made a determination prior to the

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commencement of such suit as to whether indemnification is proper in the circumstances based upon the applicable standard of conduct set forth in the DGCL or other applicable law shall neither be a defense to the action nor create a presumption that the claimant has not met the applicable standard of conduct. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his conduct was unlawful.

10. The indemnification provided by the provisions of this Amended and Restated Certificate shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any statute, bylaw, other provisions of this Amended and Restated Certificate, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

11. The rights to indemnification and prepayment of expenses which are conferred to the Corporation’s directors and officers by paragraphs 6 and 7 above may be conferred upon any employee or agent of the Corporation if, and to the extent, authorized by the Board of Directors.

12. The Corporation shall have power to purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, member, employee, trustee, agent or similar functionary of another domestic or foreign corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other for-profit or non-profit enterprise against any expense, liability or loss asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the provisions of this Amended and Restated Certificate, the Corporation’s bylaws, the DGCL or other applicable law.

13. Without limiting the power of the Corporation to procure or maintain insurance or other arrangement on behalf of any of the persons as described in paragraph 12 above, the Corporation may, for the benefit of persons eligible for indemnification by the Corporation, (1) create a trust fund, (2) establish any form of self-insurance, (3) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Corporation, or (4) establish a letter of credit, guaranty or surety arrangement.

14. No director of the Corporation shall be personally liable to the Corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this paragraph 14 shall not eliminate or limit the liability of a director: (1) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) under Section 174 of the DGCL, as it may hereafter be amended

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from time to time, for any unlawful payment of a dividend or unlawful stock purchase or redemption; or (4) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. No amendment to or repeal of this paragraph 14 will apply to, or have any effect on, the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of the director occurring prior to such amendment or repeal.

15. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CENTURY MAINTENANCE SUPPLY, INC.

Thomas I. Morgan, being the President of Century Maintenance Supply, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST: That the Certificate of Incorporation of the Corporation be, and hereby is, amended by deleting Article One in its entirety and substituting in lieu thereof a new Article One to read as follows:

The name of the corporation is Hughes MRO Group, Inc.

SECOND: That the Board of Directors of the Corporation, by the unanimous written consent of all of its members, adopted a resolution proposing and declaring advisable the foregoing amendment to the Certificate of Incorporation of the Corporation pursuant to the provisions of Section 141(b) and 242 of the General Corporation Law of the State of Delaware and directed that such amendment be submitted to the stockholders of the Corporation entitled to vote thereon for their consideration, approval and adoption thereof and the necessary number of shares as required by the statute were voted in favor of the amendment.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Century Maintenance Supply, Inc. has caused this certificate to be signed this 21st day of December, 2004.

CENTURY MAINTENANCE SUPPLY, INC.

/s/ Thomas I. Morgan

Thomas I. Morgan, President

CERTIFICATE OF MERGER

OF

MRO MERGER CORP.

INTO

CENTURY MAINTENANCE SUPPLY, INC.

UNDER SECTION 251 OF THE

GENERAL CORPORATION LAW

OF THE STATE OF DELAWARE

Pursuant to Section 251 (c) of the General Corporation law of the State of Delaware, Century Maintenance Supply, Inc., a Delaware corporation (the “Company”), and MRO Merger Corp., a Delaware corporation and wholly-owned subsidiary (the “Subsidiary”) of Hughes Supply, Inc., a Florida corporation (the “Parent”), hereby certify to the following information relating to the merger of Subsidiary with and into the Company (the “Merger”).

1. The names and states of incorporation of the Company and the Subsidiary, which are the constituent corporations in the Merger (the “Constituent Corporations”), are:

Name	State
MRO Merger Corp.	Delaware
Century Maintenance Supply, Inc.	Delaware

2. The Agreement and Plan of Merger, dated as of November 26, 2003, among the Parent, the Subsidiary, the Company and certain of the Company’s stockholders, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of December 19, 2003 (as so amended, the “Merger Agreement”), setting forth the terms and conditions of the merger, has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with the provisions of Section 251 (c) of the General Corporation Law of the State of Delaware.

3. The name of the corporation surviving the Merger is Century Maintenance Supply, Inc.

4. The certificate of incorporation of Century Maintenance Supply, Inc., as amended and restated in its entirety in the form attached hereto as Exhibit A, shall be the certificate of incorporation of the surviving corporation.

5. An executed Merger Agreement is on file at the principal place of business of the surviving corporation, which is located at 10050 Cash Road, Stafford, Texas, 77477.

6. A copy of the Merger Agreement will be furnished by the surviving corporation, on request and without cost, to any stockholder of either of the Constituent Corporations.

7. This Certificate of Merger shall be effective immediately upon filing.

IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 19^th day of December, 2003.

ATTEST:	CENTURY MAINTENANCE SUPPLY, INC., a Delaware corporation:
By:	By:	/s/ Richard E. Penick
Name:		Richard E. Penick
Title:		Chief Financial Officer

ATTEST:	MRO MERGER CORP., a Delaware corporation:
By:	By:	/s/ David Bearman
Name:		David Bearman
Title:		Treasurer

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EXHIBIT A TO CERTIFICATE OF MERGER

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

[See Attached]

3

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CENTURY MAINTENANCE SUPPLY, INC.

Century Maintenance Supply, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:

(1) This Certificate of Amendment of the Amended and Restated Certificate of Incorporation is being filed pursuant to Section 242 of the General Corporation Law of the State of Delaware in order to effect a reclassification of outstanding shares of the Company’s common stock, par value $.001 per share.

(2) This Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation having duly adopted resolutions setting forth and declaring advisable the filing of this Certificate of Amendment of the Amended and Restated Certificate of Incorporation, and in lieu of a meeting of the stockholders, written consent to this Certificate of Amendment of the Amended and Restated Certificate of Incorporation having been given by the holders of a majority of the outstanding stock of the Corporation in accordance with Section 228 of the General Corporation Law of the State of Delaware.

(3) The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by inserting after the first paragraph of Article IV of the Amended and Restated Certificate of Incorporation and before the second paragraph of Article IV the following:

“Effective at the time of the filing with the Secretary of State of the State of Delaware of a Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Corporation with respect hereto, each share of the Corporation’s Common Stock issued and outstanding or held in treasury immediately prior to such time shall, without any action on the part of the respective holders thereof, be reclassified into 2.30068 shares of Common Stock and each stock certificate that, immediately prior to the time of such filing, represented shares of the Corporation’s Common Stock, shall, from and after such time and without the necessity of presenting the same for exchange, represent 2.30068 shares of Common Stock.”

(4) This Certificate of Amendment of the Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and shall be effective immediately upon the filing hereof

IN WITNESS WHEREOF, this Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Century Maintenance Supply, Inc., is executed as of July 8, 1998.

CENTURY MAINTENANCE SUPPLY, INC.
By:	/s/ Dennis Bearden
Name:	Dennis Bearden
Title:	President

CERTIFICATE OF INCORPORATION

OF

CENTURY MAINTENANCE SUPPLY, INC.

The undersigned, a natural person acting as incorporator of a corporation under the General Corporation Law of the State of Delaware as the same exists or may hereafter from time to time be amended (the “DGCL”), hereby makes this Certificate of Incorporation for such corporation.

ARTICLE I

NAME

The name of the corporation is Century Maintenance Supply, Inc. (the “Corporation”).

ARTICLE II

REGISTERED OFFICE/AGENT

The address of its registered office in the State of Delaware is located at the Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19901, New Castle County. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

PURPOSES

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

AUTHORIZED CAPITAL STOCK

The aggregate number of shares of all classes of stock which the Corporation shall have authority to issue is 13,000,000 shares of common stock, par value $.001 per share (“Common Stock”).

ARTICLE V

EXISTENCE

The existence of the Corporation is to be perpetual.

ARTICLE VI

NO PREEMPTIVE RIGHTS

No stockholder shall be entitled, as a matter of right, to subscribe for or acquire additional, unissued or treasury shares of any class of capital stock of the Corporation whether now or hereafter authorized, or any bonds, debentures or other securities convertible into, or carrying a right to subscribe to or acquire such shares, but any shares or other securities convertible into, or carrying a right to subscribe to or acquire such shares may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.

ARTICLE VII

NO CUMULATIVE VOTING

At each election of directors, every stockholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote. No stockholder shall have the right to cumulate his votes in any election of directors.

ARTICLE VIII

STOCKHOLDER ACTION

Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Except as otherwise required by law, special meetings of the stockholders of the Corporation may be called only by the Chairman of the Board, the Chief Executive Officer, the President or the board of directors by the written order of a majority of the entire board of directors, or upon the written request of stockholders owning a majority of the entire capital stock of the Corporation issued and outstanding and entitled to vote, stating the purpose of such meeting delivered to the Chairman of the Board, the President or the Secretary.

ARTICLE IX

BOARD OF DIRECTORS

The number of directors constituting the initial Board of Directors is one and each subsequent Board of Directors of the Corporation shall be fixed by, or in the manner provided in, the Corporation’s Bylaws. None of the directors need be a stockholder or a resident of the State

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of Delaware. Elections of directors need not be by written ballot unless the Corporation’s Bylaws provide otherwise. Except as otherwise provided by law, the business and affairs of the Corporation shall be managed by, or under the direction of, its Board of Directors.

ARTICLE X

INDEMNIFICATION

A. Mandatory Indemnification. Each person who at any time is or was a director or officer of the Corporation, and is threatened to be or is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (a “Proceeding”), by reason of the fact that such person is or was a director or officer, partner, venturer, proprietor, member, employee, trustee, agent or similar functionary of another domestic or foreign corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other for-profit or non-profit enterprise, whether the basis of a Proceeding is an alleged action in such person’s official capacity or in another capacity while holding such office, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, or any other applicable laws may from time to time be in effect (but, in the case of any such amendment or enactment, only to the extent that such amendment or law permits the Corporation to provide broader indemnification rights than such law prior to such amendment or enactment permitted the Corporation to provide), against all expenses, liability and loss (including, without limitation, court costs and attorneys’ fees, judgments, fines, excise taxes or penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection with a Proceeding, and such indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation or a director, officer, partner, venturer, proprietor, member, employee, trustee, agent or similar functionary of another domestic or foreign corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other for-profit or non-profit enterprise, and shall inure to the benefit of such person’s heirs, executors and administrators. The Corporation’s obligations under this Section A include, but are not limited to, the convening of any meeting, and the consideration of any matter thereby, required by statute in order to determine the eligibility of any person for indemnification.

B. Prepayment of Expenses. Expenses incurred by a director or officer of the Corporation in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding to the fullest extent permitted by, and only in compliance with, the DGCL or any other applicable laws as may from time to time be in effect, including, without limitation, any provision of the DGCL which requires, as a condition precedent to such expense advancement, the delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section A of this Article X or otherwise. Repayments of all amounts so advanced shall be upon such terms and conditions, if any, as the Corporation’s Board of Directors deems appropriate.

C. Vesting. The Corporation’s obligation to indemnify and to prepay expenses under Sections A and B of this Article X shall arise, and all rights granted to the Corporation’s

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directors and officers hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed. Notwithstanding any other provision of this Certificate of Incorporation or the Bylaws of the Corporation, no action taken by the Corporation, either by amendment of this Certificate of Incorporation or the Bylaws of the Corporation or otherwise, shall diminish or adversely affect any rights to indemnification or prepayment of expenses granted under Sections A and B of this Article X which shall have become vested as aforesaid prior to the date that such amendment or other corporate action is effective or taken, whichever is later.

D. Enforcement. If a claim under Section A or Section B or both Sections A and B of this Article X is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit in a court of competent jurisdiction against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such suit (other than a suit brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL or other applicable law to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. The failure of the Corporation (including its Board of Directors, independent legal counsel, or stockholders) to have made a determination prior to the commencement of such suit as to whether indemnification is proper in the circumstances based upon the applicable standard of conduct set forth in the DGCL or other applicable law shall neither be a defense to the action nor create a presumption that the claimant has not met the applicable standard of conduct. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his conduct was unlawful.

E. Nonexclusive. The indemnification provided by this Article X shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any statute, bylaw, other provisions of this Certificate of Incorporation, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

F. Permissive Indemnification. The rights to indemnification and prepayment of expenses which are conferred to the Corporation’s directors and officers by Sections A and B of this Article X may be conferred upon any employee or agent of the Corporation, if and to the extent, authorized by the Board of Directors.

G. Insurance. The Corporation shall have power to purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee or

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agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, member, employee, trustee, agent or similar functionary of another domestic or foreign corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other for-profit or non-profit enterprise against any expense, liability or loss asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the provisions of this Article X, the Corporation’s Bylaws, the DGCL or other applicable law.

H. Implementing Arrangements. Without limiting the power of the Corporation to procure or maintain insurance or other arrangement on behalf of any of the persons as described in paragraph G of this Article X, the Corporation may, for the benefit of persons eligible for indemnification by the Corporation, (1) create a trust fund, (2) establish any form of self-insurance, (3) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Corporation, or (4) establish a letter of credit, guaranty or surety arrangement.

ARTICLE XI

LIMITED DIRECTOR LIABILITY

No director of the corporation shall be personally liable to the Corporation or to its stockholders for monetary damages

(1) for any breach of the director’s duty of loyalty to the Corporation or its stockholders;

(2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(3) under Section 174 of the DGCL, as it may hereafter be amended from time to time, for any unlawful payment of a dividend or unlawful stock purchase or redemption, or

(4) for any transaction from which the director derived an improper personal benefit.

If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by DGCL, as so amended. No amendment to or repeal of this Article XI will apply to, or have any effect on, the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of the director occurring prior to such amendment or repeal.

ARTICLE XII

AMENDMENTS

The board of directors shall have the power to make, alter, amend and repeal the bylaws. Any bylaws made by the board of directors under the powers conferred hereby may be altered, amended or repealed by the directors or by the stockholders; provided, however, that the bylaws

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shall not be altered, amended or repealed and no provision inconsistent therewith shall be adopted by stockholder action without the affirmative vote of at least a majority of the voting power of the then outstanding shares entitled to vote generally in the election of directors, voting together as a single class.

ARTICLE XIII

ARRANGEMENTS WITH CREDITORS

Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for the Corporation under Section 291 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If the majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of the Corporation, as the case may be agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

ARTICLE XIII

INCORPORATOR

The name and mailing address of the incorporators is:

Dennis D. Teeter

6191 Highway Blvd., Suite 105

Katy, Texas 77494

ARTICLE XIV

SECTION 203 ELECTION

The Corporation expressly elects not be governed by Section 203 of the DGCL.

I, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the DGCL, do make this certificate, hereby declaring under the penalties of perjury that this is my act and deed and that the facts stated herein are true, and accordingly have hereunto set my hand this 30^th day of June, 1997.

/s/ Dennis D. Teeter

Dennis D. Teeter

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EX-3.25

Exhibit 3.25

AMENDED AND RESTATED BYLAWS

OF

CENTURY MAINTENANCE SUPPLY, INC.

ARTICLE I

Shareholders

Section 1.1. Annual Meetings. The annual meeting of the shareholders of the corporation shall be held at such time and date as may be fixed by the Board of Directors. Business transacted at the annual meeting shall include the election of directors of the corporation.

Section 1.2. Special Meetings. Special meetings of the shareholders of the corporation shall be held when directed by the President or the Board of Directors, or when requested in writing by shareholders who hold not less than one-tenth (1/10th) of all the shares entitled to vote at the meeting. A meeting requested by shareholders shall be called for a date not less than ten (10) nor more than sixty (60) days after the written request setting forth the purpose of the meeting is made. The call for the meeting shall be issued by the Secretary unless the President, Board of Directors or shareholders requesting the call of the meeting shall designate another person to do so.

Section 1.3. Place. Meetings of the stockholders of the corporation may be held at any place designated by the Board of Directors and may be held either within or without the State of Delaware.

Section 1.4. Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date set for the meeting. Such notice shall be delivered either personally or by first-class mail, by or at the direction of the President, the Secretary or the officer or person calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 1.5. Notice of Adjourned Meetings. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new

record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in Section 1.4 of the Bylaws to each shareholder of record on the new record date entitled to vote at such meeting.

Section 1.6. Closing of Transfer Books and Fixing Record Date.

(1) For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make the determination of shareholders for any other purpose, the Board of Directors of the Corporation may provide that the stock transfer book shall be closed for a stated period not to exceed, in any case, sixty (60) days. If the stock transfer book shall be closed for the purpose of determining shareholders entitled to notice of, or to vote at, a meeting of shareholders, such book shall be closed for at least ten (10) days immediately preceding such meeting.

(2) In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken.

(3) If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders or shareholders entitled to receive payment of a dividend, the day before the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be shall be the record date for such determination of shareholders or are required to fix a new record date by virtue of the meeting being adjourned for a period exceeding 120 days.

(4) When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date under this section for the adjourned meeting.

Section 1.7. Waiver of Notice. Whenever any notice is required to be given to any shareholder under the provisions of the Articles of Incorporation or Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting or any defect in notice, except when the person objects to holding the meeting or transacting business at the meeting at the beginning of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders need be specified in any written waiver of notice.

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Section 1.8. Record of Shareholders Having Voting Right.

(1) The officers or agent having charge of the stock transfer books or shares of the Corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number, class and series, if any, of shares held by each. The list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation, at the principal place of business of the Corporation or at the office of the transfer agent or registrar of the Corporation, and any shareholder shall be entitled to inspect the list at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder or his agent or attorney at any time during the meeting.

(2) If the requirements of this section have not been substantially complied with, the meeting on demand of any shareholder in person or by proxy shall be adjourned until the requirements are complied with on demand of any shareholder who failed to get such access in person or by proxy. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

Section 1.9. Shareholder Quorum and Voting. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. When a specified item of business is required to be voted on by a class or series of stock, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law. After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

Section 1.10. Voting of Shares.

(1) Every shareholder having the right and entitled to vote at a meeting of shareholders shall be entitled upon each matter submitted to a vote at the meeting of shareholders to one (1) vote for each share of voting stock recorded in his name on the books of the Corporation on the record date fixed as provided in Section 1.6, or if no such record date was fixed, on the date prescribed by law.

(2) Treasury shares and shares of stock of the Corporation owned by another corporation in which the Corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the other corporation, shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

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(3) At each election for directors, every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected at that time and for whose election he has a right to vote.

(4) Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent or proxy designated by the Bylaws of the corporate shareholder or, in the absence of any applicable Bylaw, by such person as the Board of Directors of the corporate shareholder may designate. Proof of such designation may be made by presentation of a certified copy of the Bylaws or other instrument of the corporate shareholder. In the absence of any such designation or, in the case of conflicting designation by the corporate shareholder, the chairman of the board, president, any vice president, secretary, or the treasurer of the corporate shareholder shall be presumed to possess, in that order, authority to vote such shares.

(5) Shares held by a personal representative, administrator, executor, guardian, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name or the name of his nominee.

(6) Shares held by or under the control of a receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of creditors may be voted by him without the transfer thereof into his name.

(7) A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares so transferred.

(8) On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company upon an irrevocable obligation to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter that shall not be deemed to be outstanding shares.

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Section 1.11. Proxies.

(1) Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting, or his duly authorized attorney-in-fact, may authorize another person or persons to act for him by proxy.

(2) Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

(3) The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of adjudication of such incompetence or of such death is received by the corporate officer authorized to tabulate votes before the proxy exercises his authority under the appointment.

(4) If a proxy for the same shares confers authority upon two (2) or more persons and does not otherwise provide, a majority of them present at the meeting, or if only one (1) is present then that one (1), may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, exact fraction is entitled to vote the share or shares proportionately.

(5) If a proxy expressly provides, any proxy holder may appoint, in writing, a substitute to act in his place.

Section 1.12. Action by shareholders Without a Meeting. Any action required or permitted by law, the Bylaws or the Articles of Incorporation of the Corporation to be taken at any annual or special meeting of shareholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if the action is taken by the holders of outstanding stock of each voting group entitled to vote thereon having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. In order to be effective the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving shareholders having the requisite number of votes of each voting group entitled to vote thereon, and delivered to the Corporation within sixty (60) days of the date of the earliest dated consent by delivery to its principal office within the State, its principal place of business, the Secretary, or another officer of agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Within ten (10) days after obtaining such action by written consent, notice shall be given to those shareholders who have not consented in writing or who were not entitled to vote on the action, which shall fairly summarize the material features of the authorized action and, if the action be a

5

merger, consolidation or sale or exchange of assets for which dissenters are provided under law, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provision of the law regarding the rights of dissenting shareholders.

ARTICLE II

Directors

Section 2.1. Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors.

Section 2.2. Number, Election and Term of Directors.

(1) The Board of Directors of the Corporation shall consist of one (1) or more members. The exact number of directors making up the Board shall be the number from time to time fixed by resolution of the majority of any meeting thereof. No decrease in the number of the Board shall have the effect of shortening the terms of any incumbent director.

(2) Each person named as a member of the initial Board of Directors by the incorporators shall hold office until the first meeting of shareholders and his successor shall have been elected and qualified or until his earlier resignation, removal from office, or death.

(3) The directors shall be elected at the first annual meeting of shareholders and at each annual meeting thereafter, by a plurality of the votes cast at such election, and shall hold office until the next succeeding annual meeting. Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified, until there is a decrease in the number of directors, or until his earlier resignation, removal from office or death.

Section 2.3. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 2.4. Annual and Regular Meetings of the Board. The annual meeting of the Board of Directors shall be held in each year immediately after the annual meeting of shareholders. Regular meetings of the Board shall be held at such time thereafter during the year as the Board of Directors may fix. Annual or regular meetings of the Board of Directors may be held within or without the State of Delaware and no notice need be given any director concerning any annual or regular meeting.

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Section 2.5. Special Meetings of the Board. Special meetings of the Board of Directors may be called at any time by the President or by a majority of the directors. Notice of each special meeting shall be given by the Secretary to each director not less than two (2) days before the meeting. However, notice of a special meeting of the Board need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a special meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Special meetings of the Board of Directors may be held within or without the State of Delaware.

Section 2.6. Quorum and Voting. A majority of the number of directors fixed in the manner provided in these Bylaws shall constitute a quorum for the transaction of business. In addition to those directors who are actually present at a meeting, directors shall for purposes of these Bylaws be deemed present at such meeting if a conference telephone or similar communications equipment by means of which all directors participating may simultaneously hear each other during the meeting. The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the directors who are not present at the time of adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Section 2.7. Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate two (2) or more of its members to constitute an Executive Committee and one (1) or more other committees each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, except that no committee shall have authority to:

(1) Approve or recommend to shareholders actions or proposals required by law to be approved by shareholders.

(2) Designate the candidates for the office of director, for purposes of proxy solicitation or otherwise.

(3) Fill vacancies on the Board of Directors or any committee thereof.

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(4) Amend the Bylaws.

(5) Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors.

(6) Authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board of Directors, by resolution or adoption of a stock option or other plan, authorize a committee to fix the terms of any contract for the sale of the shares and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking funds, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of the series for filing with the Department of State.

The Board, by resolution adopted in accordance with this section, may designate one (1) or more directors as alternate members of any such committee who may act in the place and stead of any absent member or members at any meeting of such committee. In the absence or disqualification from voting of a member of any such committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of such absent or disqualified member.

Section 2.8. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed with or without cause, by a vote of the holders of a majority of the shares then entitled to vote or a majority of the shareholder voting group which is entitled to elect the director at an election of directors. If such director is a member of the Executive Committee, or any other committee of the Board of Directors, he shall cease to be a member of that committee when he ceases to be a director.

Section 2.9. Board and Committee Action Without a Meeting. Any action required to be taken at a meeting of the directors of the Corporation, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if they consent in writing setting forth the action so to be taken signed by all of the directors or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.

Section 2.10. Compensation of Directors. Directors may receive compensation for their services and may be reimbursed for expenses incurred in

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attending regular or special meetings of the Board or committee, the amount to be determined by the Board of Directors. Nothing herein shall preclude any director from serving the Corporation in any other capacity and from receiving compensation therefor.

ARTICLE III

Officers

Section 3.1. Officers. The officers of this Corporation shall consist of a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors at the annual meeting of the Board which shall be held immediately following the annual meeting of the shareholders, and shall hold office for the term of one (1) year, and until their successors are elected and qualified, unless sooner removed by the Board of Directors. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two (2) or more offices may be held by the same person. The failure to elect a President, Secretary or Treasurer shall not affect the existence of the Corporation.

Section 3.2. Compensation. Compensation of all elected or appointed officers and agents, and all employees shall be determined by the Board of Directors, unless otherwise provided herein. The Board may delegate to the Chairman of the Board, the President, or a committee of the Board of Directors such power; except, in no event, shall the power to determine the compensation of the Chairman of the Board or the President be delegated. Until the Board determines the compensation of elected or appointed officers, agents or employees, their compensation may be determined by the Chairman of the Board, the President, or a committee of the Board.

Section 3.3. Delegation of Authority to Hire, Discharge, etc. The Board from time to time may delegate to the Chairman of the Board, the President, or other officer or executive employee of the Corporation, authority to hire, discharge and fix and modify the duties, salary or other compensation of employees of the Corporation under their jurisdiction, and the Board may delegate to such officer or executive employee similar authority with respect to obtaining and retaining for the Corporation the services of attorneys, accountants and other experts.

Section 3.4. President. The President shall be the chief executive officer of the Corporation. If no Chairman of the Board of Directors has been elected, or in the absence of the duly elected Chairman, the President shall preside at all meetings of the shareholders and of the Board of Directors. Except where otherwise provided by law or these Bylaws, the President shall have the general powers and duties of supervision and management of the Corporation, shall execute all instruments in the name of the Corporation and shall perform all such other duties as are incidental to his office or as are properly required by the Board of Directors.

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Section 3.5. Vice President. The Board of Directors may elect one or more Vice Presidents who, in order of their seniority, shall perform the duties and exercise the powers of the President in the absence or disability of the President, and shall perform all other such duties as are incidental to his office or as are properly required by the Board of Directors or President.

Section 3.6. Secretary. The Secretary shall record, and retain custody of, the minutes of all meetings of the shareholders and the Board of Directors, shall have custody of all corporate books and records except financial records, shall have custody of the corporate seal and shall affix and attest to the seal of the Corporation, shall execute the stock certificates of the Corporation and such other instruments as require the Secretary’s signature, shall issue notices of all meetings of the shareholders and Board of Directors where notices of such meetings are required by law for these Bylaws, and shall perform such other duties as are incidental to his office or as are properly required by the Board of Directors or the President.

Section 3.7. Treasurer. The Treasurer shall have custody of all funds and securities of the Corporation, shall have custody of the financial records of the Corporation and shall enter therein full and accurate accounts of all receipts and disbursements of the Corporation, shall render financial statements and other necessary accountings at the annual meeting of the shareholders and at such other times as shall be required by the Board of Directors or the President, shall execute such instruments as require the Treasurer’s signature, and shall perform such other duties as are incidental to his office or as are properly required by the Board of Directors or the President. If required by the Board of Directors, the Treasurer shall give the Corporation a bond, in a sum and with one or more sureties satisfactory to the Corporation, for the faithful performance of the Treasurer’s duties and the restoration to the Corporation of all books, records, papers, funds, securities and other property belonging to the Corporation and in the possession or under the control of the Treasurer in the event of the Treasurer’s death, resignation, retirement, or removal from office.

Section 3.8. Assistant Officers. The Board of Directors may elect one or more assistant officers who shall exercise, subject to the supervision of the officer for whom they act as an assistant, and except as otherwise provided by law, these Bylaws or the Board of Directors, the powers and duties that pertain to such offices respectively and any other such powers and duties as may be properly delegated to them by their superior officer, the President or the Board of Directors.

Section 3.9. Removal of Officers. Any officer or agent elected or appointed by the Board of Directors may be removed from office with or without cause by a vote of not less than a majority of the whole membership of the Board of Directors at any regular or special meeting of the Board whenever, in its judgment, the best interests of the Corporation will be served thereby. Any officer or agent elected by the shareholders may be removed only by a majority vote of the shareholders,

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unless the shareholder shall have authorized the directors to remove such officer or agent. Any vacancy, however occurring, in any office may be filled by the Board of Directors.

ARTICLE IV

Stock Certificate

Section 4.1. Authorized Issuance. This Corporation may issue the shares of stock authorized by the Articles of Incorporation and none other.

Section 4.2. Consideration and Payment for Shares.

(1) Shares of stock with par value may be issued for such consideration as is determined from time to time by the Board of Directors, but for a value at least equal to the par value of such shares.

(2) Shares of stock without par value may be issued for such consideration as is determined from time to time by the Board of Directors.

(3) Treasury shares may be disposed of by the Corporation for such consideration as may be determined from time to time by the Board of Directors.

(4) The consideration for the issuance of shares or for the disposal of treasury shares may be paid, in whole or in part, in cash or other property, tangible or intangible, or in labor or services actually performed services or to be performed if evidenced by a written contract for the Corporation. Shares may not be issued until the full amount of the consideration therefor has been paid. When payment of the consideration for which shares are to be issued shall have been received by the Corporation, such shares shall be deemed to be fully paid and nonassessable.

Section 4.3. Issuance. Every holder of shares in the Corporation shall be entitled to have, for each kind, class or series of stock held, a certificate representing all shares to which he is entitled.

Section 4.4. Form.

(1) Certificates representing shares in the Corporation shall be signed by the President or Vice President and the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the President or Vice President and the Secretary or Assistant Secretary may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or an employee of the Corporation. In case of any officer who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issuance.

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(2) Every certificate representing shares which are restricted as to the sale, disposition or other transfer of such shares shall state upon the face or back of the certificate that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge a full statement of, such restrictions.

(3) Each certificate representing shares shall state upon the face thereof: the name of the Corporation; that the Corporation is organized under the laws of this state; the name of the person or persons to whom issued; the number and class of shares, and the designation of the series, if any, which such certificate represents; and the par value of each share represented by such certificate, or a statement that the shares are without par value.

Section 4.5. Transfer. Transfer of stock on the books of the Corporation shall be made only by the person named in the certificate, or by an attorney lawfully constituted therefor, or in the case of a certificate alleged to have been lost, stolen or destroyed, upon compliance with the provisions of Section 4.6.

Section 4.6. Right of Corporation to Acquire and Dispose of its Own Shares. The Corporation shall have the right to purchase, take, receive, or otherwise acquire, hold, own, pledge, grant a security interest in, transfer, or otherwise dispose of its own shares, but no purchase of, or payment for, its own shares shall be made at a time when the Corporation is insolvent or when the payment would make it insolvent.

ARTICLE V

Books and Records

Section 5.1. Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the shareholders, Board of Directors and committees of directors including a record of all actions taken by the shareholders and the Board of Directors and Committee of directors without a meeting. The Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, an alphabetical record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each. The Corporation shall maintain a copy of its Articles or Restated articles of Incorporation and amendments currently in effect, bylaws or restated bylaws and all amendments currently in effect. Written communications to all shareholders for the past 3 years, a list of names and business addresses of its current directors and officers and the Corporations most recent annual report delivered to the department of state. Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

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Section 5.2. Shareholders’ Inspection Rights. Any Shareholder of the Corporation, upon written demand stating the purpose therefor, shall have the right to examine, in person or by agent or attorney, at least 5 business days after the demand, for any proper purpose, its relevant books and records of accounts, minutes and record of shareholders and to make extracts therefrom. This right of inspection shall not extend to any person who has used or proposes to use the information so obtained otherwise than to protect his interest in the Corporation, or has, within two (2) years, sold or offered for sale any list to shareholders of the Corporation or any other corporation, or has aided or abetted any person in procuring any stock list for any such purpose.

Section 5.3. Financial Information. Unless modified by resolution of the shareholders not later than 120 days after the close of each fiscal year, the Corporation shall furnish Financial Statements including a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, a profit and loss statement showing the results of the operations of the Corporation during its fiscal year and a statement of cash flow showing the corporations sources and uses of cash for that year. Upon the written request of any shareholder or holder of voting trust certificates for shares of the Corporation, the Corporation shall mail to such shareholder or holder of voting trust certificates a copy of the most recent Financial Statements. If the Financial Statements of the Corporation are prepared in accordance to generally accepted accounting principles the Financial Statements presented to the Shareholders must be prepared in accordance to generally accepted accounting principles. Additionally, if the Financial Statements are reported upon by a public accountant the report must accompany the Financial Statements, if there is no public accountants report the Financial Statements shall be accompanied by a statement of the President of the Corporation declaring whether the statements were prepared in accordance to generally accepted accounting principals or if not describing the basis of accounting used, and describing in what respects, if any, were the Financial Statements not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

ARTICLE VI

Dividends

The Board of Directors of the Corporation may, from time to time, declare and the Corporation may pay dividends on its shares in cash, property or its own shares, except when the declaration or payment thereof would be contrary to any restrictions contained in the Articles of Incorporation and subject to the following provisions:

Section 6.1. Corporation Insolvent. No distribution may be made if after giving it effect the Corporation would not be able to pay its debts as they become due in the usual course of business or the Corporation’s total assets would be less

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than the sum of its total liabilities plus the amount which would be needed to satisfy the preferential rights of upon dissolution of Shareholders with a class of shares with rights superior to the Shareholders receiving the distribution.

Section 6.2. Payment in Different Class. No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the Articles of Incorporation so provide or such payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made.

Section 6.3. Payment in Unissued Shares. Dividends may be declared and paid in the Corporation’s own authorized but unissued shares out of any unreserved and unrestricted surplus of the Corporation upon the following conditions:

(1) If a dividend is payable in shares having a par value, such shares shall be issued at not less than the par value thereof and shall be transferred to stated capital at the time such dividend is paid in amount of surplus equal to the aggregate par value of the shares to be issued as a dividend.

(2) If a dividend is payable in shares without par value, such shares shall be issued at such stated value as shall be fixed by the Board of Directors by resolution adopted at the time such dividend is declared, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed in respect of such shares; and the amount per share so transferred to stated capital shall be disclosed to the shareholders receiving such dividend concurrently with the payment thereof.

Section 6.4. Division Not a Dividend. A division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the Corporation shall not be construed to be a share dividend within the meaning of this section.

ARTICLE VII

General

Section 7.1. Indemnification. Each director, officer and former director or officer of the Corporation, and any person who may have served or who may hereafter serve at the request of the Corporation as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, is hereby indemnified by the Corporation against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and except as otherwise provided by law. Such indemnification will not be deemed

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exclusive of any other rights to which such director, officer or other person may be entitled under any agreement, vote of stockholders, or otherwise. Without limitation, nothing in this section shall limit any indemnification provisions in the Certificate of Incorporation.

Section 7.2. Checks, Drafts, Notes or Other Instruments. All checks, drafts, or instruments for the payment of money and all notes of the Corporation shall be signed by the person or persons as the Board of Directors may from time to time designate. Until the Board makes a designation, the President and Treasurer shall have the power to sign all such instruments.

Section 7.3. Accounting and Taxable Year. The Board of Directors shall have the power to fix and from time to time change the accounting and taxable year of the Corporation.

Section 7.4. Certain Contracts. No contract or other transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereto which authorize the contract or transaction, or solely because his or their votes are counted for such purpose if:

(1) The material facts as to his interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorized the contract or transaction by a vote sufficient for such purpose without counting the vote of interested director or directors; or

(2) The material facts as to his interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

(3) The contract or transaction is fair and reasonable as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorized the contract or transaction.

If the contract or transaction is voted on by the Shareholders. Shares owned by or voted under the control of the director who has an interest in this transaction

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may not be counted in a vote of the Shareholders and the majority of the shares entitled to vote on the contract or transaction shall constitute a quorum.

ARTICLE VIII

Seal

The corporate seal shall have the name of the Corporation between two (2) concentric circles and the words “Corporate Seal (state of incorporation”) and the year of the incorporation in the center of that circle.

ARTICLE IX

Amendment

Except as otherwise specifically provided herein, these Bylaws may be repealed or amended, and new Bylaws may be adopted, by either a majority of the Board of Directors at any meeting thereof, or by the vote of a majority of the shares entitled to vote thereon present at any shareholders meeting if notice of the proposed action was included in the notice of the meeting or was waived in writing by the holders of a majority of the stock entitled to vote thereon. However, the Board of Directors may not amend or repeal any Bylaw adopted by shareholders if the shareholders specifically provide such Bylaw is not subject to amendment or repeal by the directors.

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EX-3.26

Exhibit 3.26

CERTIFICATE OF FORMATION

OF

HUGHES MRO #2, LLC

1. The name of the limited liability company is Hughes MRO #2, LLC.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, Delaware. The name of the limited liability company’s registered agent for service of process in the State of Delaware at such address is Corporation Service Company.

3. This Certificate of Formation shall be effective upon filing with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Hughes MRO #2, LLC this 28^th day of June, 2004.

/s/ Glenn A. Adams

Glenn A. Adams, Authorized

Representative of Manager

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

OF

HUGHES MRO #2, LLC

Hughes MRO #2, LLC, a limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware (the “Company”), does hereby certify as follows:

FIRST: The name of the company is Hughes MRO #2, LLC.

SECOND: The certificate of formation of the limited liability company is hereby amended by amending Article 1 to read as follows:

1. The name of the limited liability company is Hughes MRO Holdings, LLC.

IT WITNESS WHEREOF, Hughes MRO #2, LLC has caused this Certificate of Amendment to be signed and attested by its duly authorized representative, this 21st day of December, 2004.

Hughes MRO #2, LLC
By:	Hughes GP & Management, Inc.,
	Its Manager
	/s/ John Z. Paré
	John Z. Paré, Secretary

CERTIFICATE OF AMENDMENT

OF

HUGHES MRO #2, LLC

DID NOT SCAN WELL. RETYPE

1. The name of the limited liability company is HUGHES MRO #2, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

THE REGISTERED AGENT IS AS FOLLOWS:

Registered Agent:

The Corporation Trust Company

Registered Office:

Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801

(County of New Castle)

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of HUGHES MRO #2, LLC this 9^th day of AUGUST, 2004.

/s/ Jeffrey Butterfield

JEFFREY BUTTERFIELD, POWER OF ATTY.

Asst. Secy.

EX-3.27

Exhibit 3.27

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

HUGHES MRO HOLDINGS, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Hughes MRO Holdings, LLC, is entered into effective as of the 31^st day of December, 2004, by Hughes MRO Group, Inc., a Delaware corporation f/k/a Century Maintenance Supply, Inc., as the sole member of the limited liability company (the “Member”).

Certain subsidiaries and affiliates of the Member (the “Original Members”) formed the Company on or about June 29, 2004 pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”). The Original Members executed a Limited Liability Company Agreement dated on or about June 29, 2004 (the “Original LLC Agreement”). The Original Members have now liquidated and, as a result of such liquidations, the Member is now the sole Member of the Company. The Member desires to amend and restate the Original LLC Agreement in its entirety and to replace it with this Agreement.

1. Name. The name of the limited liability company is Hughes MRO Holdings, LLC (the “Company”).

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

3. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19801.

4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, Wilmington, New Castle County, Delaware 19801.

5. Powers of the Company.

(i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power:

(a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any other foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(b) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an “Affiliate”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise;

(d) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

(e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested;

(f) to sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(g) to appoint employees and agents of the Company, and define their duties and fix their compensation;

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(h) to indemnify any person or entity and to obtain any and all types of insurance;

(i) to cease its activities and cancel its insurance;

(j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company;

(k) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(l) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and

(m) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

(ii) The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in Section 18-209(a) of the Act) upon the approval of the Member, in its sole discretion.

6. Member. The name and the business, residence or mailing address of the Member of the Company are as follows:

Name:	Address:
Hughes MRO Group, Inc.	One Hughes Way
	Orlando, Florida 32805

7. Powers of Member. The Member shall have the power to exercise any and all rights and powers granted to the Member pursuant to the express terms of this Agreement. Except as otherwise specifically provided by this Agreement or required by the Act, the Manager (as hereinafter defined) shall have the power to act for and on behalf of, and to bind, the Company.

8. Management.

8.1 Management of the Company.

(i) Hughes GP & Management, Inc. is hereby appointed as Manager of the Company (the “Manager”) and, in such capacity, shall manage the Company in accordance with this Agreement. The Manager is an agent of the

3

Company’s business, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company.

(ii) The Manager shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. The Manager shall be the sole person or entity with the power to bind the Company, except and to the extent that such power is expressly delegated to any other person or entity by the Manager, and such delegation shall not cause the Manager to cease to be the Member or the Manager.

(iii) The Manager may appoint individuals with or without such titles as it may elect, including the titles of President, Vice President, Treasurer, Secretary, and Assistant Secretary, to act on behalf of the Company with such power and authority as the Manager may delegate in writing to any such persons.

8.2 Powers of the Manager. The Manager shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts deemed by the Manager to be necessary or appropriate to effectuate the business, purposes and objectives of the Company, at the expense of the Company. Without limiting the generality of the foregoing, the Manager shall have the power and authority to:

(i) establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to allocations and distributions;

(ii) bring and defend on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise; and

(iii) execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company, including, without limitation, all documents, agreements and instruments related to the making of investments of Company funds.

The expression of any power or authority of the Manager in this Agreement shall not in any way limit or exclude any other power or authority of the Manager which is not specifically or expressly set forth in this Agreement.

8.3 No Management by Other Persons or Entities. Except and only to the extent expressly delegated by the Manager, no person or entity other than the Manager and the Member shall be an agent of the Company or have any right,

4

power or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

8.4 Reliance by Third Parties. Any person or entity dealing with the Company or the Manager may rely upon a certificate signed by the Member as to:

(i) the identity of the Manager;

(ii) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Manager or are in any other manner germane to the affairs of the Company;

(iii) the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

(iv) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or the Member.

8.5 Removal. The Member shall have the authority to remove the Manager with or without cause at any time. In the event of such removal or in the event of any other vacancy in the Manager position, the Member shall appoint a successor Manager as soon as practicable.

9. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

10. Capital Contribution. The Member or its predecessors have contributed the cash and property reflected on Schedule A attached hereto.

11. Additional Contributions. The Member is not required to make any additional capital contribution to the Company.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Manager.

14. Assignments. The Member may assign in whole or in part its limited liability company interest.

15. Resignation. The Member may not resign from the Company.

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16. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional member of the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have more than one member.

17. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

18. Indemnification.

18.1 Exculpation.

(i) For purposes of this Agreement, the term “Covered Persons” means the Member, the Manager, any Affiliate of the Member and any officers, directors, shareholder, partners or employees of the Member and their respective Affiliates, and any officer, employee or expressly authorized agent of the Company or its Affiliates.

(ii) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(iii) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within the professional or expert competence of such person or entity and who or which has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

18.2 Duties and Liabilities of Covered Persons.

(i) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise

6

existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

(ii) Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Covered Persons, or (b) whenever this Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Company or the Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise.

(iii) Whenever in this Agreement a Covered Person is permitted or required to make a decision (a) in its “discretion” or under a grant of similar authority or latitude, the Covered Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in its “good faith” or under another express standard, the Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

18.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

18.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to

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repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 18 hereof.

18.5 Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Manager shall, in its sole discretion, deem reasonable, on behalf of Covered Persons and such other persons or entities as the Manager shall determine, against any liability that may be asserted against or expenses that may be incurred by any such person or entity in connection with the activities of the Company or such indemnities, regardless of whether the Company would have the power to indemnify such person or entity against such liability under the provisions of this Agreement. The Manager and the Company may enter into indemnity contracts with Covered Persons and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 18 hereof and containing such other procedures regarding indemnification as are appropriate.

19. Outside Business. The Member or Affiliate thereof may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and the Company and the Member shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper. The Member or Affiliate thereof shall not be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and the Member or Affiliate thereof shall have the right to take for its own account (individually or as a partner, shareholder, fiduciary or otherwise) or to recommend to others any such particular investment opportunity.

20. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, without regard to the rules of conflict of laws thereof.

21. Fiscal Year. The fiscal year end and taxable year end of the Company shall be January 31.

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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day and year first aforesaid.

Hughes MRO Group, Inc.
By:	/s/ John Z. Paré
Name:	John Z. Paré
Title:	Secretary

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SCHEDULE A

CASH AND PROPERTY CONTRIBUTED BY

HUGHES MRO GROUP, INC. OR ITS PREDECESSORS

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EX-3.28

Exhibit 3.28

CERTIFICATE OF LIMITED PARTNERSHIP

OF

HUGHES MRO MERGER, LTD.

(a Florida limited partnership)

The undersigned, desiring to form a limited partnership pursuant to the laws of the State of Florida, does hereby certify as follows:

1. Name. The name of the limited partnership is as follows:

Hughes MRO Merger, Ltd.

2. Address. The street address of the principal place of business and the mailing address for the limited partnership are as follows:

One Hughes Way

Orlando, FL 32805

3. Registered Agent. The address of the office and the name and address of the agent for service of process required to be maintained by Section 620.105, Florida Statutes, are as follows:

Corporation Service Company

1201 Hayes Street

Tallahassee, FL 32301

4. General Partner. The name and business address of the general partner of the limited partnership are as follows:

Hughes GP & Management, Inc.

One Hughes Way

Orlando, FL 32805

5. Termination. The latest date upon which the limited partnership is to dissolve is December 31, 2054.

Under penalties of perjury, the undersigned declares that it has read the foregoing and knows the contents thereof and that the facts stated therein are true and correct.

Signed this 10^th day of December, 2004.

GENERAL PARTNER:
HUGHES GP & MANAGEMENT, INC.
By:	/s/ John Z. Paré
Name:	John Z. Paré
Title:	Secretary

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ACCEPTANCE OF DESIGNATION AS REGISTERED AGENT

AND AGENT FOR SERVICE OF PROCESS

The undersigned, having been designated the Agent for Service of Process, pursuant to Section 620.105, Florida Statutes, and Registered Agent, pursuant to Section 620.192, Florida Statutes, of Hughes MRO Merger, Ltd., a limited partnership to be formed concurrently herewith under the Florida Revised Uniform Limited Partnership Act (1986), does hereby accept such designation and the obligations provided for in Sections 620.105 and 620.192, Florida Statutes.

		CORPORATION SERVICE COMPANY
Dated:	December 13, 2004	By:	/s/ Brian Courtney
		Name:	Brian Courtney
		Title:	Asst. V. Pres.

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AFFIDAVIT OF CAPITAL CONTRIBUTIONS

The undersigned, Hughes GP & Management, Inc., the sole general partner of Hughes MRO Merger, Ltd., a Florida limited partnership, certifies:

1. The amount of capital contributions to date of the limited partners is $0.

2. The total amount of capital anticipated to be contributed by the limited partners at this time totals $1,000.

Signed this 10^th day of December, 2004.

FURTHER AFFIANT SAYETH NOT.

Under the penalties of perjury, the undersigned declares that it has read the foregoing and knows the contents thereof and that the facts stated herein are true and correct.

GENERAL PARTNER:
HUGHES GP & MANAGEMENT, INC.
By:	/s/ John Z. Paré
Name:	John Z. Paré
Title:	Secretary

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PLAN OF MERGER

The following Plan of Merger was adopted and approved by each party to the merger in accordance with the laws of the jurisdiction of such party’s formation:

FIRST: The exact name, address and jurisdiction of the merging party (referred to hereinafter as the “Merging Party”) are as follows:

Name	Jurisdiction	Type of Entity
Hughes MRO, LP	Delaware	Limited Partnership
One Hughes Way
Orlando, FL 32805

SECOND: The exact name and jurisdiction of the surviving party (referred to hereinafter as the “Surviving Party”) are as follows:

Name	Jurisdiction	Type of Entity
Hughes MRO Merger, Ltd.	Florida	Limited
		Partnership

THIRD: The terms and conditions of the merger are as follows:

The Merging Party shall be merged with and into the Surviving Party which shall be the surviving entity at the effective date of the merger and which shall continue to exist as a limited partnership under the laws of the State of Florida. The Surviving Party shall succeed to all rights, assets, liabilities and obligations of the Merging Party, and the separate existence of the Merging Entity shall cease at the effective date of the merger.

FOURTH: The Certificate of Limited Partnership of the Surviving Party at the effective date of the merger shall be the Certificate of Limited Partnership of the Surviving Party except that Article 1 thereof, relating to the name of the limited partnership, is hereby amended and changed so as to read as follows at the effective time and date of the merger:

“1. Name. The name of the limited partnership is as follows:

Hughes MRO, Ltd.”

FIFTH: The Agreement of Limited Partnership of the Surviving Party at the effective date of the merger shall continue to be the Agreement of Limited Partnership of the Surviving Party, as the surviving limited partnership, and will continue in full force and effect unless mutually amended by all of its partners.

SIXTH: The manner and basis of converting the interests, shares, obligations or other securities of the Merging Party into the interests, shares, obligations or other securities of the Surviving Party are as follows:

The ultimate owner(s) of the Merging Party and the Surviving Party are identical. Accordingly, at the effective date of the merger, by virtue of the merger and without any action on the part of the holder(s) thereof, each partnership interest of the Merging Party shall be cancelled automatically. Each general partnership interest and each limited partnership interest of the Surviving Party outstanding immediately prior to the effective date of the merger will continue to represent the outstanding partnership interests of the Surviving Party until such time as the Agreement of Limited Partnership of the Surviving Party is amended, as contemplated above, to reflect the addition of additional partners.

SEVENTH: The name and address of the general partner (hereinafter referred to as the “General Partner”) of the Surviving Party is as follows:

Hughes GP & Management, Inc.

One Hughes Way

Orlando, FL 32805

The General Partner is a Delaware corporation and its Florida Document/Registration Number is F04000001125.

EIGHTH: The effective date of this merger shall be on December 31, 2004.

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ARTICLES OF MERGER

The following Articles of Merger are being submitted in accordance with section(s) 607.1109, 608.4382, and/or 620.203, of the Florida Statutes.

FIRST: The exact name, street address of its principal office, jurisdiction, and entity type for each merging party are as follows:

Name and Street Address		Jurisdiction	Entity Type
1.	Gilleland Concrete Products, Inc.	Georgia	Corporation
	One Hughes Way
	Orlando, FL 32805
	Florida Document/Registration Number:	None	FEI Number: 58-2324072
2.	Hughes Water & Sewer Company	West Virginia	Corporation
	One Hughes Way
	Orlando, FL 32805
	Florida Document/Registration Number:	None	FEI Number: 55-0748934
3.	Panhandle Pipe & Supply Co., Inc.	West Virginia	Corporation
	One Hughes Way
	Orlando, FL 32805
	Florida Document/Registration Number:	None	FEI Number: 55-0579628
4.	Reaction Supply Corporation	California	Corporation
	One Hughes Way
	Orlando, FL 32805
	Florida Document/Registration Number:	None	FEI Number: 94-3008609
5.	Shrader Holding Company, Inc.	Arkansas	Corporation
	One Hughes Way
	Orlando, FL 32805
	Florida Document/Registration Number:	None	FEI Number: 59-3459427
6.	Standard Wholesale Supply Company	Nevada	Corporation
	One Hughes Way
	Orlando, FL 32805
	Florida Document/Registration Number:	None	FEI Number: 88-0045730
7.	Waterworks Sales Company	Colorado	Corporation
	One Hughes Way
	Orlando, FL 32805
	Florida Document/Registration Number:	None	FEI Number: 85-0208877

(Attach additional sheet(s) if necessary)

SECOND: The exact name, street address of its principal office, jurisdiction, and entity type of the surviving party is as follows:

Name and Street Address	Jurisdiction	Entity Type
Hughes Water & Sewer, Ltd.	Florida	Limited Partnership
One Hughes Way
Orlando, FL 32805
Florida Document/Registration Number:	A04000001840	FEI Number: 03-0550887

THIRD: The attached Plan of Merger meets the requirements of section(s) 607.1108, 608.438, 617.1103, and/or 620.201, Florida Statutes, and was approved by each domestic corporation, limited liability company, partnership and/or limited partnership that is a party to the merger in accordance with Chapter(s) 607, 617, 608 and/or 620, Florida Statutes.

FOURTH: If applicable, the attached Plan of Merger was approved by the other business entity(ies) that is/are party(ies) to the merger in accordance with the respective laws of all applicable jurisdictions.

FIFTH: If not incorporated, organized or otherwise formed under the laws of the State of Florida, the surviving entity hereby appoints the Florida Secretary of State as its agent for substitute service of process pursuant to Chapter 48, Florida Statutes, in any proceeding to enforce any obligation or rights of any dissenting shareholders, partners, and/or members of each domestic corporation, partnership, limited partnership and/or limited liability company that is a party to the merger.

SIXTH: If not incorporated, organized, or otherwise formed under the laws of the State of Florida, the surviving entity agrees to pay the dissenting shareholders, partners, and/or members of each domestic corporation, partnership, limited partnership and/or limited liability company that is a party to the merger the amount, if any, to which they are entitled under sections(s) 607.1302, 620.205, and/or 608.4384, Florida Statutes.

SEVENTH: If applicable, the surviving entity has obtained the written consent of each shareholder, member or person that as result of the merger is now a general partner of the surviving entity pursuant to section(s) 607.1108(5), 608.4381(2), and/or 620.202(2), Florida Statutes.

EIGHTH: The merger is permitted under the respective laws of all applicable jurisdictions and is not prohibited by the agreement of any partnership or limited partnership or the regulations or articles of organization of any limited liability company that is a party to the merger.

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NINTH: The merger shall become effective as of:

The date the Articles of Merger are filed with Florida Department of State

OR

December 31, 2004

(Enter specific date. NOTE: Date cannot be prior to the date of filing.)

TENTH: The Articles of Merger comply and were executed in accordance with the laws of each party’s applicable jurisdiction.

ELEVENTH: SIGNATURE(S) FOR EACH PARTY:

(Note: Please see instructions for required signatures.)

Name of Entity	Signature(s)	Typed or Printed Name of Individual
Gilleland Concrete Products, Inc.	/s/ John Z. Paré	John Z. Paré, Secretary
Hughes Water & Sewer Company	/s/ John Z. Paré	John Z. Paré, Secretary
Panhandle Pipe & Supply Co., Inc.	/s/ John Z. Paré	John Z. Paré, Secretary
Reaction Supply Corporation	/s/ John Z. Paré	John Z. Paré, Secretary
Shrader Holding Company, Inc.	/s/ John Z. Paré	John Z. Paré, Secretary
Standard Wholesale Supply Company	/s/ John Z. Paré	John Z. Paré, Secretary
Waterworks Sales Company	/s/ John Z. Paré	John Z. Paré, Secretary
Hughes Water & Sewer, Ltd.	Hughes GP & Management, Inc., General Partner
	/s/ John Z. Paré	John Z. Paré, Secretary

(Attach additional sheet(s) if necessary)

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REQUIRED SIGNATURES FOR EACH ENTITY TYPE:

All Corporations:	Signature of Chairman, Vice Chairman, President or any officer.
All General Partnerships:	Signatures of two partners.
All Domestic Limited Partnerships:	Signatures of all general partners.
All Non-Florida Limited Partnerships:	Signature of one general partner.
All Limited Liability Companies:	Signature of a member or authorized representative of a member.
All Other Business Entities:	In accordance with the laws of their jurisdiction.

Make checks payable to Florida Department of State and mail to:

Mailing address:	Street Address:
Division of Corporations	Division of Corporations
P.O. Box 6327	409 E. Gaines St.
Tallahassee, FL 32314	Tallahassee, FL 32399

FILING FEES

For each Limited Partnership	$52.50 (if merger filed pursuant to s. 608.4382, $25.00)
For each Limited Liability Company:	$25.00
For each Corporation:	$35.00
For each General Partnership	$25.00
All Others:	No Charge

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ARTICLES OF MERGER

The following Articles of Merger are being submitted in accordance with section(s) 607.1l09, 608, 4382, and/or 620.203, of the Florida Statutes.

FIRST: The exact name, street address of its principal office, jurisdiction, and entity type for each merging party are as follows:

Name and Street Address		Jurisdiction	Entity Type
1.	Hughes MRO, LP One Hughes Way	Delaware	Limited Partnership
	Orlando, FL 32805
	Florida Document/Registration Number: B04000000087    FEI Number: 52-2418852

(Attach additional sheet(s) if necessary)

SECOND: The exact name, street address of its principal office, jurisdiction, and entity type of the surviving party is as follows:

Name and Street Address	Jurisdiction	Entity type
Hughes MRO Merger, Ltd.	Florida	Limited Partnership
One Hughes Way
Orlando, FL 32805

Florida Document/Registration Number: 004000001981 FEI Number:. 52-2418852

THIRD: The attached Plan of Merger meets the requirements of section(s) 607.1108., 608.438, 617.1103, and/or 620.201, Florida Statutes, and was approved by each domestic corporation, limited liability company, partnership and/or limited partnership that is a party to the merger in accordance with Chapter(s) 607, 617, 608 and/or 620, Florida Statutes.

FOURTH: If applicable, the attached Plan of Merger was approved by the other business entity(ies) that is/are party(ies) to the merger in accordance with the respective laws of all applicable jurisdictions.

FIFTH: If not incorporated, organized or otherwise formed under the laws of the State of Florida, the surviving entity hereby appoints the Florida Secretary of State as its agent for substitute service of process pursuant to Chapter 48, Florida Statutes, in any proceeding to enforce any obligation or rights of any dissenting shareholders, partners, and/or members of each domestic corporation, partnership, limited partnership and/or limited liability company that is a party to the merger.

SIXTH: If not incorporated, organized, or otherwise formed under the laws of the State of Florida, the surviving entity agrees to pay the dissenting shareholders, partners, and/or members of each domestic corporation, partnership, limited partnership and/or limited liability company that is a party to the merger the amount, if any, to which they are entitled under sections(s) 607.1302, 620.205, and/or 608.4384, Florida Statutes.

SEVENTH: If applicable, the surviving entity has obtained the written consent of each shareholder, member or person that as result of the merger is now a general partner of the surviving entity pursuant to section(s) 607.1108(5), 608.4381(2), and/or 620.202(2), Florida Statutes.

EIGHTH: The merger is permitted under the respective laws of all applicable jurisdictions and is not prohibited by the agreement of any partnership or limited partnership or the regulations or articles of organization of any limited liability company that is a party to the merger.

NINTH: The merger shall become effective as of

The date the Articles of Merger are filed with Florida Department of State

OR

December 31, 2044

(Enter specific date. NOTE: Date cannot be prior to the date of filing.)

TENTH: The Articles of Merger comply and were executed in accordance with the laws of each party’s applicable jurisdiction.

ELEVENTH: SIGNATURES) FOR EACH PARTY:
(Note: Please see instructions for required signatures
Name of Entity	Signature(s)		Typed or Printed Name of Individual
Hughes MRO, LP	/s/ John Z. Paré	By:	Hughes GP & Management, Inc.
		its	general partner
		By:	John Z. Paré, Secretary
Hughes MRO Merger, Ltd.	/s/ John Z. Paré	By:	Hughes GP & Management, Inc.
		its	general partner
		By:	John Z. Paré, Secretary

(Attach additional sheet(s) if necessary)

2

EX-3.29

Exhibit 3.29

AGREEMENT OF LIMITED PARTNERSHIP

OF

HUGHES MRO MERGER, LTD.

This Agreement of Limited Partnership of Hughes MRO Merger, Ltd., a Florida limited partnership (this “Agreement”), is entered into by and among Hughes GP & Management, Inc., a Delaware corporation, as general partner (the “General Partner”), and Hughes MRO #2, LLC, a Delaware limited liability company, as limited partner (the “Limited Partner”). The General Partner and the Limited Partner are referred to collectively as the “Partners”, and the terms “General Partner” and “Limited Partner” shall refer also to additional general partners and limited partners, respectively, as may become parties to this Agreement.

The General Partner and the Limited Partner hereby form a limited partnership pursuant to and in accordance with the Florida Revised Uniform Limited Partnership Act, as amended from time to time (the “Act”), and hereby agree as follows:

1. Name. The name of the limited partnership formed hereby is Hughes MRO Merger, Ltd. (the “Partnership”).

2. Purpose. The Partnership is formed for the object and purpose of engaging in any lawful act or activity for which limited partnerships may be formed under the laws of Florida.

3. Registered Office. The registered office of the Partnership in the State of Florida is 1201 Hayes Street, Tallahassee, Florida 32301.

4. Registered Agent. The registered agent of the Partnership at the address of the registered office is Corporation Service Company.

5. Partners. The names and mailing addresses of the General Partner and the Limited Partner are as follows:

General Partner:	Hughes GP & Management, Inc. One Hughes Way Orlando, Florida 32805
Limited Partner:	Hughes MRO #2, LLC One Hughes Way Orlando, Florida 32805

6. Powers. The powers of the General Partner include all powers, statutory and otherwise, possessed by general partners under the laws of the State of Florida.

7. Dissolution. The Partnership shall dissolve, and its affairs shall be wound up, on December 31, 2054 or at such earlier time as (a) all of the partners of the Partnership approve in writing, (b) an event of withdrawal of a general partner has occurred under the Act, or (c) an entry of a decree of judicial dissolution has occurred under Section 620.158 of the Act; provided, however, the Partnership shall not be dissolved or required to be wound up upon an event of withdrawal of a general partner described in Section 7(b) hereof if (i) at the time of such event of withdrawal, there is at least one (1) other general partner of the Partnership who carries on the business of the Partnership (any remaining general partner being hereby authorized to carry on the business of the Partnership), or (ii) within ninety (90) days after the occurrence of such event of withdrawal, all remaining partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the event of withdrawal, of one (1) or more additional general partners of the Partnership.

8. Capital Contributions. The Partners of the Partnership shall contribute cash and property to the Partnership in the amounts and of the type set forth across from each such partner’s name below:

	Cash/Property
General Partner:
Hughes GP & Management, Inc.	$	10
Limited Partner:
Hughes MRO #2, LLC	$	990

9. Additional Contributions. No partner of the Partnership is required to make any additional capital contribution to the Partnership.

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10. Allocation of Profits and Losses and Distributions. The Partnership’s profits and losses shall be allocated and all distributions made to the Partners of the Partnership based upon the percentage set forth across from each partner’s name below:

General Partner:
Hughes GP & Management, Inc.	one percent (1%)
Limited Partner:
Hughes MRO #2, LLC	Ninety-nine percent (99%)

The Limited Partnership may issue certificates evidencing each Partner’s ownership interest in the Limited Partnership. The total capital of the limited partnership shall be represented by 100 limited partnership units (“Units”). The Units represented on such certificates shall be proportionate to the relative percentages of profits and losses borne by the respective Partners.

11. Assignments.

(a) The Limited Partnership may assign all or any part of its interest in the Partnership and may withdraw from the Partnership only with the consent of the General Partner.

(b) The General Partner may assign all or part of its partnership interest in the Partnership and may withdraw from the Partnership without the consent of the Limited Partner.

12. Withdrawal. Except to the extent set forth in Section 11, no right is given to any partner of the Partnership to withdraw from the Partnership.

13. Admission of Additional or Substitute Members.

(a) One (1) or more additional or substitute limited partners of the Partnership may be admitted to the Partnership only with the consent of the General Partner.

(b) One (1) or more additional or substitute general partners of the Partnership may be admitted to the Partnership only with the consent of the General Partner or, in the event of more than one (1) general partner, only with the consent of a majority of the general partners.

14. Status of Limited Partner.

(a) The Limited Partner shall not participate in the management or control of the Partnership’s business, nor shall it transact any business for the Partnership, nor shall it have the power to act for of bind the Partnership, such powers being vested solely and exclusively in, the General Partner.

(b) No Limited Partner shall have any personal liability whatever, whether to the Partnership, to any of the Partners or to the creditors of the Partnership, for the debts of the Partnership or any of its losses except to the extent provided in the Act.

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15. Authority of General Partner.

(a) The General Partner shall have exclusive authority to manage and control the business and affairs of the Partnership. Pursuant to the foregoing, the General Partner shall have all of the rights and powers of a general partner as provided in the Act and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. In dealing with the General Partner acting on behalf of the Partnership, no person shall be required to inquire into the authority of such Partner to bind the Partnership.

(b) The General Partner shall devote such time to the Partnership business as it, in its sole discretion, shall deem to be necessary to manage and supervise the Partnership business and affairs; but nothing in this Agreement shall preclude the employment, at the expense of the Partnership, of any agent or third party to manage or provide other services in respect of the Partnership property subject to the control of the General Partner.

(c) Neither the General Partner nor any officer, director or employee of the General Partner shall be liable, responsible, or accountable in damages or otherwise to the Partnership or any Partner for any act or failure to act on behalf of the Partnership within the scope of the authority conferred on the General Partner by this Agreement or by law unless such act or omission was performed or omitted fraudulently or in bad faith or constituted wanton and willful misconduct or gross negligence.

(d) The Partnership shall indemnify and hold harmless the General Partner, each officer, director and employee of the General Partner, and the agents of each of them (each an “Indemnified Party”), from and against any loss, expense, damage or injury suffered or sustained by such person by reason of any act or omission arising out of his activities on behalf of the Partnership or in furtherance of the interests of the Partnership, including, but not limited to, any judgment, award, settlement, reasonable attorney’s fees, and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or claim and including any payments made by the General Partner to any of its officers, directors or employees pursuant to an indemnification agreement no broader than this section; provided that the act, omission, or alleged act or omission upon which such actual or threatened action, proceeding or claim is based was not performed or omitted fraudulently or in bad faith or as a result of wanton and willful misconduct or gross negligence by such Indemnified Party.

16. Power of Attorney.

(a) The Partners, jointly and severally, hereby irrevocably constitute and appoint the General Partner, with full power of substitution, their true and lawful attorney-in-fact in their name, place and stead to make, execute,

4

sign and acknowledge, record and file, on behalf of them and on behalf of the Partnership, the following:

(i) a Certificate of Limited Partnership and any other certificates or instruments which may be required to be filed by the Partnership or the Partners under the laws of the State of Florida and any other jurisdiction whose laws may be applicable; and

(ii) any and all such other instruments as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement in accordance with its terms.

17. Books of Account, Records and Reports.

(a) Proper and complete records and books of account shall be kept by the General Partner in which shall be entered all matters relative to the Partnership’s business as are usually entered into records and books of account maintained by persons engaged in businesses of a like character. The Partnership books and records shall be kept on the accrual basis in accordance with generally accepted accounting principles, consistently applied. The books and records shall be open to the reasonable inspection and examination of the Partners or their duly authorized representatives during reasonable business hours.

(b) Each Limited Partner shall have the right to obtain from the General Partner, from time to time, upon reasonable demand, and subject to such reasonable standards as may be established by the General Partner and for any purpose reasonably related to the Limited Partner’s interest as a limited partner: (i) true and full information regarding the state of the business and the financial condition of the Partnership; (ii) promptly after becoming available, copies of the Partnership’s federal, state, and local income tax returns for each year; and (iii) such other information regarding the Partnership as is just and reasonable.

(c) The fiscal year end and taxable year end of the Partnership shall be January 31.

18. Waiver. A Partner may from time to time waive, directly or indirectly, any requirements placed upon another Partner under the terms of this Agreement. No consent or waiver, express or implied, by any Partner with respect to any breach, default or failure to act by another Partner hereunder shall be deemed or construed to be a consent or waiver with respect to any other breach, default or failure to act by such Member of the same provision or any other provision of this Agreement. Failure on the part of any Partner to complain of any act or failure to act of another Partner or to declare such other Partner in default shall not be deemed or constitute a waiver by such Partner of any rights hereunder.

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19. Miscellaneous. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

20. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Florida, all rights and remedies being governed by said laws.

IN WITNESS WHEREOF, the undersigned intending to be legally bound hereby, have duly executed this Agreement of Limited Partnership effective as of the 13^th day of December, 2004.

GENERAL PARTNER:
Hughes GP & Management, Inc., a Delaware corporation
By:	/s/ John Z. Paré
Name:	John Z. Paré
Title:	Secretary

LIMITED PARTNER:
Hughes MRO #2, LLC, a Florida limited liability company
	By:	Hughes GP & Management, Inc., a Delaware corporation, its Manager
		By:	/s/ John Z. Paré
		Name:	John Z. Paré
		Title:	Secretary

6

EX-3.30

Exhibit 3.30

ARTICLES OF INCORPORATION or

TODD PIPE & SUPPLY-HAWTHORNE, INC.

The undersigned, desiring to farm a corporation under the laws of the State of California, declares;

FIRST: The name of this corporation is:

TODD PIPE & SUPPLY-HAWTHORNE, INC.

SECOND: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THIRD: The name and address in this state of the corporation’s initial agent for service of process is Karl McMillen, 14600 S. Hindry Avenue, Hawthorne, California 90250.

FOURTH: The corporation is authorized to issue 5,000,000 shares of capital stock, all of one class, to be designated “Common Stock”.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation this 15th day of July, 1980.

/s/ Joan Velazquez

Joan Velazquez

I, Joan Velazquez, hereby declare that I am the person who executed the foregoing Articles of Incorporation of TODD PIPE & SUPPLY-HAWTHORNE, INC., and that said Articles of Incorporation are my own act and deed.

/s/ Joan Velazquez

Joan Velazquez

CERTIFICATE OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

TODD PIPE & SUPPLY-HAWTHORNE, INC.

The undersigned certify that:

FIRST: They are the president and the secretary, respectively, of Todd Pipe & Supply- Hawthorne, Inc., a California corporation.

SECOND: Article First of the Articles of Incorporation of this corporation is amended to read as follows:

FIRST: The name of this corporation is Hughes Plumbing Group, Inc.

THIRD: The foregoing amendment of Articles of incorporation has been duly approved by unanimous written consent of the board of directors of this corporation.

FOURTH: The foregoing amendment of Articles of incorporation has been duly approved by the written consent of the sole shareholder of this corporation in accordance with Section 902, California Corporations Code. The total number of offing shares entitled to vote with respect to the amendment was 2,104,834 and the number of shares voting in favor of the amendment equaled or exceeded the vote required.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: December 21, 2004

/s/ Thomas I. Morgan

Thomas I. Morgan, President

/s/ John Z. Paré

John Z. Paré, Secretary

PLAN AND AGREEMENT OF MERGER

PLAN AND AGREEMENT OF MERGER (this “Plan of Merger”), dated as of April 29, 1999 (“Plan of Merger”), between W.C. CAYE & COMPANY, a Georgia corporation (the “Company”), HUGHES SUPPLY, INC., a Florida corporation (“Parent”), and WCC MERGER CORPORATION, a Georgia corporation and a wholly-owned subsidiary of Parent (“Merger Corp.”), (Company and Merger Corp. being collectively referred to in this Merger Agreement as the “Constituent Corporations”).

RECITALS:

The Board of Directors of the Parent has authorized the Parent’s execution and delivery of, and its performance under, this Plan of Merger and the respective Boards of Directors of the Constituent Corporations have authorized the execution and delivery of this Plan of Merger, recommended the approval of this Plan of Merger by the shareholders of their respective Constituent Corporations, and authorized the performance of this Plan of Merger by such Constituent Corporations, subject to such shareholder approval pursuant to the Georgia Business Corporation Code (the “Code”).

NOW, THEREFORE, Parent and the Constituent Corporations agree as follows:

ARTICLE I

The Constituent Corporations

ARTICLE I

The Constituent Corporations

1.1 Company. The Company was incorporated under the laws of the State of Georgia on January 5, 1946. The authorized Common Stock of the Company consists of 1000 shares of $100 par value common capital stock, of which 305.33 shares are issued and outstanding (hereinafter referred to as the “Company Common Stock”).

1.2 Merger Corp. Merger Corp. was incorporated under the laws of the State of Georgia on July 29, 1998. The authorized capital stock of Merger Corp. consists of 1,000 shares of Common Stock, par value $1.00 per share, of which 1,000 shares are issued and outstanding (the “Merger Corp. Common Stock”).

ARTICLE Il

Shareholder Approval

This Plan of Merger must be approved by a majority of the issued and outstanding shares of Common Stock of each of the Constituent Corporations.

ARTICLE III

The Merger

3.1 Merger; Effective Time; Surviving Corporation.

(a) Merger; Effective Time. The merger of Company with and into Merger Corp. (the “Merger”) shall become effective at the time (the “Effective Time of the Merger”) when appropriate Articles of Merger to effect the Merger have been filed with the Secretary of State of the State of Georgia pursuant to Section 14-2-1105 of the Code.

(b) Surviving Corporation. At the Effective Time of the Merger, the Company shall be merged with, and into, Merger Corp., and the separate corporate existence of the Company shall then cease. Merger Corp. (the “Surviving Corporation”) shall be the surviving corporation in the Merger and the separate corporate existence of Merger Corp., with all its purposes, objects, rights, privileges, powers, immunities, and franchises, shall continue unaffected and unimpaired by the Merger.

3.2 Succession; Transfer Documents.

(a) Succession to Rights and Obligations Company. As a result of the Merger, the Surviving Corporation shall succeed to all of the rights, privileges, powers, immunities and franchises of Company and all of the properties and assets of Company and all of the debts, choses in action and other interests due or belonging to Company, and shall be subject to, and responsible for, all of the debts, liabilities, and obligations of Company with the effect set forth in the Code.

(b) Transfer Documents. If, at any time after the Effective Time of the Merger, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances, or other actions or things are necessary or desirable to vest, perfect, or confirm of record or otherwise in the Surviving Corporation its rights, title, or interest in, to, or under, any of the rights, properties, or assets of Company acquired, or to be acquired, by the Surviving Corporation as a result of, or in connection with, the Merger, or to otherwise carry out this Plan of Merger, the officers and directors of the Surviving Corporation shall and will be authorized to execute and deliver, in the name and on behalf of the Constituent Corporations or otherwise, all deeds, bills of sale, assignments, and assurances, and to take and do, in the name and on behalf of the Constituent Corporations, or otherwise, all other actions and things necessary or desirable to vest, perfect, or confirm any and all right, title, and interest in, to, and under those, rights properties or assets in the Surviving Corporation or to otherwise carry out this Plan of Merger.

ARTICLE IV

Articles of Incorporation, By-Laws,

Directors, and Officers of the Surviving Corporation

4.1 Articles of Incorporation. The Articles of Incorporation of Merger Corp., amended as of the Effective Time of the Merger shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation until further amended as provided by law and those Articles of Incorporation.

4.2 By-Laws. The By-Laws of Merger Corp. in effect immediately prior to the Effective Time of the Merger shall be the By-Laws of the Surviving Corporation unless and until amended or

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repealed as provided by law, the Articles of Incorporation, and the By-Laws of the Surviving Corporation.

4.3 Directors and Officers. The director of Merger Corp. immediately prior to the Effective Time of the Merger shall be the directors of Surviving Corporation after the Merger. The officers of Merger Corp. immediately prior to the Effective Time of the Merger shall be the officers of Surviving Corporation after the Merger. In each case, each director and officer shall continue in the position until a successor has been elected and shall qualify, or until otherwise provided by law, the Articles of Incorporation, and By-Laws of the Surviving Corporation.

ARTICLE V

Effect of the Merger on the Capital Stock

of the Constituent Corporations

5.1 Effect on Capital Stock. As of the Effective Time of the Merger, by virtue of the Merger, and without any action on the part of the holder of any shares of Company Common Stock:

(a) Capital Stock of Company Canceled. At the Effective Time of the Merger each certificate representing shares of Company Common Stock shall be deemed canceled and extinguished.

(b) Capital Stock of Merger Corp. Remains Outstanding as Capital Stock of the Surviving Corporation. Each issued and outstanding share of the Merger Corp. Common Stock shall continue to be issued and outstanding as an issued and outstanding as a share of common stock of the Surviving Corporation. Each stock certificate of Merger Corp. evidencing ownership of any Merger Corp. shares shall continue to evidence ownership of the outstanding shares of capital stock of the Surviving Corporation.

ARTICLE VI

Termination and Amendment

6.1 Mutual Consent. Notwithstanding the approval of this Plan of Merger by the shareholders of Company and Merger Corp., this Plan of Merger may be terminated at any time prior to the Effective Time of the Merger by mutual agreement of the Boards of Directors of the Company and Merger Corp.

6.2 Effect of Termination. In the event of the termination of this Plan of Merger as provided above, this Plan of Merger shall then become void and there shall be no liability on the part of either Company, the Parent or Merger Corp., or their respective officers or directors.

6.3 Amendment. This Plan of Merger may be amended by the parties at any time before or after its approval by the shareholders of either Company or Merger Corp., but, after shareholder approval, no amendment shall be made which by law requires the further approval of shareholders without obtaining shareholder approval. This Plan of Merger may not be amended except by an instrument in writing signed on behalf of each of the parties.

6.4 Governing Law. This Plan of Merger shall be governed in all respects, including validity, interpretation, and effect, by the local laws of the State of Georgia.

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6.5 Counterparts. This Plan of Merger may be executed in counterparts, each of which shall be deemed an original, but which taken together hall constitute one and the same instrument.

Executed as of the 29^th day of April, 1999.

“Merger Corp.”
WCC MERGER CORPORATION
By:	/s/ Benjamin P. Butterfield
	Benjamin P. Butterfield, Secretary
HUGHES SUPPLY, INC.
By:	/s/ Benjamin P. Butterfield
	Benjamin P. Butterfield, Secretary
“Company”
W.C. CAYE & COMPANY
By:	/s/ Benjamin P. Butterfield
	Benjamin P. Butterfield, Secretary

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EX-3.31

Exhibit 3.31

AMENDED AND RESTATED BYLAWS

OF

TODD PIPE & SUPPLY - HAWTHORNE, INC.

(a California corporation)

AMENDED AND RESTATED BYLAWS OF

TODD PIPE & SUPPLY - HAWTHORNE, INC.

(a California corporation)

TABLE OF CONTENTS

ARTICLE I CORPORATE OFFICES		1
ARTICLE II SHAREHOLDERS’ MEETINGS		1
SECTION 2.1	PLACE OF MEETINGS	1
SECTION 2.2	ANNUAL MEETINGS	1
SECTION 2.3	SPECIAL MEETINGS	1
SECTION 2.4	NOTICE OF MEETINGS	1
SECTION 2.5	WAIVER BY SHAREHOLDERS	2
SECTION 2.6	ACTION WITHOUT MEETING	3
SECTION 2.7	QUORUM	4
SECTION 2.8	VOTING RIGHTS - CUMULATIVE VOTING	4
SECTION 2.9	PROXIES	5
SECTION 2.10	MANNER OF CONDUCTING MEETINGS	5
ARTICLE III DIRECTORS		5
SECTION 3.1	POWERS	5
SECTION 3.2	AUTHORIZED NUMBER	6
SECTION 3.3	ELECTION AND TENURE OF OFFICE	6
SECTION 3.4	VACANCIES	6
SECTION 3.5	REMOVAL OF DIRECTORS	6
SECTION 3.6	PLACE OF MEETINGS	7
SECTION 3.7	MEETINGS AFTER ANNUAL SHAREHOLDERS’ MEETINGS	7
SECTION 3.8	OTHER REGULAR MEETINGS	7
SECTION 3.9	SPECIAL MEETINGS – NOTICES	7
SECTION 3.10	WAIVER OF NOTICE	7
SECTION 3.11	ACTION AT A MEETING	8
SECTION 3.12	ADJOURNMENT	8
SECTION 3.13	ACTION WITHOUT MEETING	8
SECTION 3.14	COMPENSATION	8
ARTICLE IV OFFICERS		8
SECTION 4.1	OFFICERS	8
SECTION 4.2	ELECTION, REMOVAL AND RESIGNATION	9

SECTION 4.3	CHAIRMAN OF THE BOARD	9
SECTION 4.4	PRESIDENT	9
SECTION 4.5	VICE PRESIDENTS	9
SECTION 4.6	SECRETARY AND ASSISTANT SECRETARY	9
SECTION 4.7	CHIEF AND SUBORDINATE FINANCIAL OFFICERS	10
SECTION 4.8	ADDITIONAL POWERS, SENIORITY AND SUBSTITUTION OF OFFICERS	10
SECTION 4.9	COMPENSATION	10
ARTICLE V COMMITTEES		10
SECTION 5.1	AUTHORIZATION	10
SECTION 5.2	POWERS	11
SECTION 5.3	PROCEDURES	11
ARTICLE VI CORPORATE RECORDS AND REPORTS - INSPECTION		11
SECTION 6.1	RECORDS	11
SECTION 6.2	INSPECTION OF BOOKS AND RECORDS	11
SECTION 6.3	INSPECTION OF BYLAWS	12
SECTION 6.4	CHECKS, DRAFTS, ETC.	12
SECTION 6.5	ANNUAL AND OTHER REPORTS	12
ARTICLE VII OTHER AUTHORIZATIONS		13
SECTION 7.1	EXECUTION OF CONTRACTS	13
SECTION 7.2	REPRESENTATION OF SHARES OF OTHER CORPORATIONS	13
SECTION 7.3	DIVIDENDS	13
ARTICLE VIII STOCK CERTIFICATES AND TRANSFER OF SHARES		14
SECTION 8.1	STOCK CERTIFICATES	14
SECTION 8.2	TRANSFER ON THE BOOKS	14
SECTION 8.3	LOST OR DESTROYED CERTIFICATES	14
SECTION 8.4	TRANSFER AGENTS AND REGISTRARS	15
SECTION 8.5	FIXING RECORD DATE FOR ACTIONS WITH RESPECT TO SHAREHOLDERS	15
SECTION 8.6	RECORD OWNERSHIP	15
ARTICLE IX INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS		15
SECTION 9.1	INDEMNIFICATION OF DIRECTORS AND OFFICERS	15
SECTION 9.2	OTHER AGENTS	16
ARTICLE X INTERPRETATION		16
ARTICLE XI AMENDMENTS TO BYLAWS		16
SECTION 11.1	BY SHAREHOLDERS	16
SECTION 11.2	BY DIRECTORS	16
SECTION 11.3	RECORD OF AMENDMENTS	16

ii

BYLAWS OF

TODD PIPE & SUPPLY - HAWTHORNE, INC.

(a California corporation)

ARTICLE I

CORPORATE OFFICES

The principal executive office of the corporation shall be at such place within or without the State of California as the Board of Directors hereafter shall designate. The corporation may also have offices at such other place, or places, as the Board of Directors may from time to time designate.

ARTICLE II

SHAREHOLDERS’ MEETINGS

Section 2.1 Place of Meetings

All meetings of the shareholders shall be held at the principal executive office of the corporation, or any other place within or without the State of California as may be designated for that purpose from time to time by the Board of Directors.

Section 2.2 Annual Meetings

The annual meeting of shareholders shall be held on Fourth Monday in November (but if such day is a legal holiday, then on the next succeeding business day) at the hour of 1:00 o’clock in the p.m., Pacific Time, or such other day and time as the Board of Directors may select, at which meeting the shareholders shall elect by plurality vote a Board of Directors, consider reports of the affairs of the corporation, and transact such other business as may properly be brought before the meeting.

Section 2.3 Special Meetings

Special meetings of shareholders, for any purpose or purposes permitted under the General Corporation Law of the State of California (the “GCL” hereinafter) and the Articles of Incorporation of this corporation, may be called at any time by the Board of Directors, or by any two or more members thereof, or by the Chairman of the Board, or by the President, or by shareholders entitled to cast not less than 10 percent of the votes at such meeting.

Section 2.4 Notice of Meetings

2.4.1 Written notice of each meeting of shareholders, annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. Any notice of a shareholders’ meeting or report to shareholders shall be deemed to have been given at the time when delivered personally or deposited in the mail (first class, postage prepaid) or sent by other means of written communication. An affidavit of mailing of any notice or report in accordance with the provisions of the GCL, executed by the Secretary, assistant secretary or any transfer agent, shall be prima facie evidence of the giving of the notice or report.

2.4.2 Upon request in writing, delivered to such officers by any persons entitled to call a meeting of shareholders, it shall be the duty of the Chairman of the Board, the President,

a Vice President, or the Secretary, to cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after receipt of the request. If such notice shall not be given within 20 days after the date of receipt of such request, the person or persons entitled to call the meeting may give notice of the meeting in the manner provided in Section 2.4.3 of these Bylaws.

2.4.3 Notice of each annual or special meeting of shareholders shall be given in writing and shall specify the place, the date, and the hour of the meeting, and (1) in the case of a special meeting, the general nature of the business to be transacted at the meeting (and no other business may be transacted at the meeting), or (2) in the case of the annual meeting, those matters which the Board of Directors, at the time of the mailing of the notice, intends to present for action by the shareholders (but, subject to the provisions of the immediately following sentence, any proper matter may be presented at the annual meeting for such action). Each notice of an annual or special meeting shall also include a statement of (1) the general nature of each proposal, if any, to take action to approve (a) a contract or other transaction described in Section 310 of the GCL, (b) amendments to the Articles of Incorporation pursuant to Section 902 of the GCL, (c) a reorganization pursuant to Section 1201 of the GCL, (d) a voluntary dissolution pursuant to Section 1900 of the GCL, or (e) a plan of distribution which is not in accordance with the liquidation rights of preferred shares, if any, pursuant to Section 2007 of the GCL, and (2), if directors are to be elected at the meeting, the names of nominees intended at the time of the notice to be presented by management for election; if the statements required in (1) are not included in such notice, then any shareholder approval at the meeting, other than unanimous approval of those entitled to vote, pursuant to the GCL sections set forth in (1) shall be invalid.

2.4.4 Notice of a shareholders’ meeting or any report to the shareholders shall be given either personally, or by sending a copy thereof by first-class mail, or by telegram, or by other means of written communication, charges prepaid, to the shareholder’s address appearing on the books of the corporation, or given by the shareholder to the corporation for the purpose of notice; or, if no such address appears or is given, notice shall be deemed to have been given if addressed to the shareholder at the place where the principal executive office of the corporation is located or if published at least once in a newspaper having general circulation in the county in which the principal executive office is located. If any notice or report addressed to the shareholder at the address of such shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at such address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice or report to all other shareholders.

2.4.5 When a shareholders’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. Subject to the provisions of Section 2.7 of these Bylaws, at the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 2.5 Waiver by Shareholders

In accordance with Section 601, subdivision (e) of the GCL, the transactions of any meeting of shareholders, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy,

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and if, either before or after the meeting, each of the shareholders entitled to vote designated below signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof.

(a) Those not present in person or represented by proxy.

(b) Those who, although present, either object at the beginning of the meeting pursuant to Section 601, subdivision (e) of the GCL to the transaction of any business because the meeting has not been lawfully called or convened, or expressly object at the meeting to the consideration of matters not included in the notice which are legally required to be included therein.

All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Unless the Articles of Incorporation provide otherwise or the written waiver, consent or approval states otherwise, the written waiver, consent or approval need not specify the business to be transacted at or the purpose of any regular or special meeting of shareholders; provided, however, that the written waiver of notice of an annual or special meeting of shareholders shall include a statement of the general nature of each proposal, if any, to take action to approve (1) a contract or other transaction as described in Section 310 of the GCL, (2) amendments to the Articles of Incorporation pursuant to Section 902 of the GCL, (3) a reorganization pursuant to Section 1201 of the GCL, (4) a voluntary dissolution pursuant to Section 1900 of the GCL, or (5) a plan of distribution which is not in accordance with the liquidation rights of preferred shares, if any, pursuant to Section 2007 of the GCL; if such statement is not included in such written waiver of notice, then any shareholder approval at the meeting, other than unanimous approval of those entitled to vote, pursuant to the GCL sections set forth above shall be invalid.

Section 2.6 Action Without Meeting

2.6.1 Unless otherwise provided in the Articles of Incorporation of this corporation, any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting, and without prior notice (except as provided in Section 2.6.2 of these Bylaws), if a consent in writing, setting forth the action so taken, is signed by the holders of the outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; provided, however, that directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors.

2.6.2 Unless the consents of all the shareholders entitled to vote have been solicited in writing:

(a) Notice of any shareholder approval of any contract or any transaction pursuant to Section 310 of the GCL, indemnification of an agent of the corporation pursuant to Section 317 of the GCL, a reorganization pursuant to Section 1201 of the GCL, or a plan of distribution which is not in accordance with the liquidation rights of preferred shares, if any, pursuant to Section 2007 of the GCL, without a meeting by less than unanimous written consent shall be given at least 10 days before consummation of the action authorized by such approval, and

(b) Prompt notice shall be given of the taking of any other corporate action approved by the shareholders without a meeting by less than unanimous written consent, to those shareholders entitled to vote who have not consented in writing. Such notice shall be given in the manner and shall be deemed to have been given at the time provided in Section 2.4 of these Bylaws.

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2.6.3 Any shareholder giving a written consent, or the shareholder’s proxyholders, or a transferee of the shares or a personal representative of the shareholder or their respective proxyholders, may revoke the consent by a writing received by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the Corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of the Corporation.

Section 2.7 Quorum

2.7.1 A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders. Whenever under the GCL shares are disqualified from voting on any matter, they shall not be considered outstanding for the determination of a quorum at any meeting to act upon that matter.

2.7.2 The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

2.7.3 In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of the majority of the shares represented either in person or by proxy, but no other business may be transacted, except as provided in Section 2.6.2 of these Bylaws.

Section 2.8 Voting Rights - Cumulative Voting

2.8.1 Subject to the provisions of Sections 702, 703 and 704 of the GCL (relating to voting of shares held by fiduciaries and other designated persons, held in the name of another corporation, or held in the names of two or more persons), only persons in whose names shares entitled to vote stand on the stock records of the corporation on the record date, as determined in accordance with Section 8.5, Article VIII of these Bylaws, shall be entitled to notice of and to vote at such meeting, notwithstanding any transfer of any shares on the books of the corporation after the record date (except as otherwise provided by agreement or the GCL).

2.8.2 Voting may be by voice or by ballot; provided, however, that all elections for directors must be by ballot if a shareholder so demands at the meeting and before the voting begins.

2.8.3 If a quorum is present, the affirmative vote of the majority of the shares represented and voting at the meeting (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the GCL or the Articles of Incorporation of this corporation and except as provided in Section 2.7.2 of these Bylaws. Whenever under the GCL shares are disqualified from voting on any matter, they shall not be considered outstanding for the determination of the required vote to approve action upon that matter.

2.8.4 Subject to satisfaction of the requirements set forth in the immediately following sentence, every shareholder entitled to vote at any election of directors may cumulate such shareholder’s votes, i.e., give any one or more candidates a total number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder’s shares are entitled, distributed as the shareholder thinks fit. No shareholder shall be entitled to cast for any candidate a

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number of votes exceeding the number of the shareholder’s shares unless such candidate’s name has been placed in nomination prior to the voting and any shareholder has given notice at the meeting prior to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If any shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

2.8.5 In any election of directors, the candidates receiving the highest number of votes of shares entitled to be voted for them, up to the number of directors to be elected by such shares, are elected.

2.8.6 Except as otherwise provided hereinabove in this Section 2.8 and except as may be otherwise provided in the Articles of Incorporation of this corporation, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote of shareholders.

Section 2.9 Proxies

2.9.1 Every person entitled to vote or to execute consents may do so either in person or by a written proxy authorizing another person or persons to vote with respect to such shares. The proxy shall not be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy.

2.9.2 Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto, except as otherwise provided in this Section 2.9. Such revocation may be effected by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting, or by attendance at the meeting and voting in person by, the person executing the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the post-marked dates on the envelopes in which they are mailed. A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of such death or incapacity is received by the corporation. A proxy may be made irrevocable for the period specified therein in accordance with and subject to the provisions of Section 705, subdivision (e) of the GCL.

2.9.3 A proxy may be revoked, notwithstanding a provision making it irrevocable, by a transferee of shares without knowledge of the existence of the provision unless the existence of the proxy and its irrevocability appear on the certificate (in accordance with GCL Section 174) representing such shares.

Section 2.10 Manner of Conducting Meetings

To the extent not in conflict with the provisions of the law relating thereto, the Articles of Incorporation, or express provisions of these Bylaws, meetings shall be conducted pursuant to such rules as may be adopted by the holders of a majority of the shares entitled to vote represented at the meeting.

ARTICLE III

DIRECTORS

Section 3.1 Powers

Subject to the provisions of the GCL and any limitations in the Articles of Incorporation relating to action required to be authorized or approved by the shareholders, the business

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and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

Section 3.2 Authorized Number

The number of directors of this corporation shall be three (3) until changed by amendment of this Section 3.2. The number of directors may be either increased or diminished from time to time by the board of directors, but shall never be less than one. No decrease shall have the effect of shortening the term of any incumbent director, unless the director is removed pursuant to these Bylaws.

Section 3.3 Election and Tenure of Office

The directors shall be elected at the annual meeting of the shareholders. Each director, including a director elected to fill a vacancy, shall hold office until the next annual meeting and until a successor has been elected and qualified.

Section 3.4 Vacancies

3.4.1 Vacancies in the Board of Directors, except vacancies created by removal of directors, may be filled by a majority of the remaining directors, although less than a quorum, or by a sole remaining director.

3.4.2 The shareholders may at any time elect a director or directors to fill any. Vacancy or vacancies not filled by the directors and shall have the right, to the exclusion of the directors, to fill any vacancy or vacancies created by the removal of one or more directors. Any such election by written consent other than to fill a vacancy created by removal shall require the consent of holders of a majority of the outstanding shares entitled to vote.

3.4.3 A vacancy shall be deemed to exist on the Board of Directors whenever any authorized position of director is not filled by a duly elected director, whether caused by death, resignation, removal, change in the authorized number of directors (by the Board or the shareholders) or otherwise.

3.4.4 Any director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the corporation, unless the notice specifies a later time for effectiveness of such resignation. If a resignation of a director is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

3.4.5 No reduction in the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

Section 3.5 Removal of Directors

The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony. Any or all of the directors may be removed from office without cause in the manner provided in Section 303(a) of the GCL.

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Section 3.6 Place of Meetings

Meetings of the Board of Directors may be held at any place within or without the State of California which has been stated in the notice of the meeting, or, if not stated in the notice or there is no notice, at the principal executive office of the corporation or at such other place as may be designated for directors’ meetings from time to time by resolution of the Board of Directors.

Section 3.7 Meetings After Annual Shareholders’ Meetings

Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting at the place where said annual meeting has been held or at such other place as shall be fixed by the Board of Directors, to elect officers and to transact other proper business. Call and notice of such regular meeting: are hereby dispensed with.

Section 3.8 Other Regular Meetings

Regular meetings of the Board of Directors shall be held at such time and place as may be determined from time to time by the Board. No notice need be given of such regular meetings, except that notice shall be given to each director (as for a special meeting) of the resolution establishing a regular meeting date, which notice shall contain the date of the month, the time and the place of the regular meetings.

Section 3.9 Special Meetings – Notices

3.9.1 Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board or the President or any Vice President or the Secretary or any two directors.

3.9.2 Special meetings of the Board of Directors shall be held upon at least 4 days’ notice by mail or 48 hours’ notice delivered personally or by telephone, telegraph, telex, facsimile or other similar means of communication. A notice need not specify the purpose of any meeting of the Board of Directors. Any such notice shall be addressed or delivered to each director at such director’s address as it is shown upon the records of the corporation or as may have been given to the corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the principal executive office of the corporation.

3.9.3 Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, first class, postage prepaid. Any other written notice shall be deemed to have been given at the time a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.

Section 3.10 Waiver of Notice

Notice of a meeting need not be given to any director who signs a written waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. No director who so protests shall be considered present at any such meeting.

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All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 3.11 Action at a Meeting

3.11.1 A majority of the authorized number of directors present in person constitutes a quorum of the Board of Directors for the transaction of business at a meeting. Members of the Board of Directors may participate in a meeting (and so participating shall be considered present in person) through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

3.11.2 Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless a greater number or the same number after disqualifying one or more directors from voting is required by law, by the Articles of Incorporation or by the Bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, so long as any action taken is approved by at least a majority of the required quorum for such meeting.

Section 3.12 Adjournment

A majority of the directors present at a meeting, whether or not a quorum is present, may adjourn the meeting to another time and place. If the meeting is adjourned for more than 24 hours, at least 2 days’ notice by mail or 24 hours’ notice delivered personally or by telephone, telegraph, telex, facsimile, or other similar means of communication stating the time and place at which the meeting will reconvene, shall be given to each director who was not present at the time of the adjournment. Notice shall be deemed given as provided in Section 3.9.3.

Section 3.13 Action Without Meeting

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all of the members of the Board of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

Section 3.14 Compensation

The directors may be paid their expenses of attending each meeting of the Board of Directors. In addition, the Board of Directors may from time to time, in its discretion, pay to directors a fixed sum for attendance at each meeting of the Board of Directors or may pay a stated fee for services as a director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

ARTICLE IV

OFFICERS

Section 4.1 Officers

The officers of the corporation shall be a Chairman of the Board or a President or both, one or more Vice Presidents, a Secretary, a Chief Financial officer and such other officers with such

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titles as shall be determined by the Board of Directors and with such duties as shall be delegated to them by the Board of Directors or any supervisory officer. Any number of offices may be held by the same person.

Section 4.2 Election, Removal and Resignation

Officers shall be chosen by the Board of Directors and shall serve and shall be subject to removal, with or without cause, at the pleasure of the Board of Directors, subject to the rights, if any, of officers under contracts of employment with the corporation. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 4.3 Chairman of the Board

The Chairman of the Board, if there be such officer, shall, if present, preside at all meetings of the Board of Directors and shall exercise and perform such other powers and duties as may be assigned from time to time to the Chairman of the Board by the Board of Directors. Whenever there is no President of the corporation, the Chairman of the Board shall have the powers and duties of the President.

Section 4.4 President

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the general manager and chief executive officer of the corporation and, subject to the control of the Board of Directors, shall supervise, direct and control the business and affairs of the corporation. He shall preside at all meetings of the shareholders and, provided the President is also a director, in the absence of the Chairman of the Board or if there be none, the President shall preside at all meetings of the Board of Directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation and such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

Section 4.5 Vice Presidents

The Vice Presidents shall have such powers and perform such duties as from time to time may be prescribed for them respectively by the Board of Directors, the Chairman of the Board, the President or any other officer supervising such Vice President. In the absence or disability of the President and Chairman of the Board, a Vice President designated by the Board of Directors shall substitute for and assume the duties, powers and authority of the President.

Section 4.6 Secretary and Assistant Secretary

4.6.1 The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders, shall record or cause to be recorded all votes and minutes thereof, shall give notice of each meeting of the shareholders and Board of Directors requiring notice and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, or the President. The Secretary shall keep in safe custody the seal of the corporation, and, when authorized by the Board of Directors, shall affix the same to any instrument.

4.6.2 The Assistant Secretary shall perform such corporate secretarial duties as may be prescribed by the Board of Directors, the Chairman of the Board, the President or the Secretary,

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and in the absence or disability of the Secretary shall substitute for and assume the duties, powers and authority of the Secretary.

Section 4.7 Chief and Subordinate Financial Officers

4.7.1 The Chief Financial Officer shall keep and maintain or cause to be kept and maintained adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings. The books of account shall be open to inspection by all directors at all reasonable times. The Chief Financial Officer shall deposit or cause to be deposited all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. The Chief Financial Officer shall disburse or cause to be disbursed the funds of the corporation as may be ordered by the Board of Directors. The Chief Financial Officer shall supervise the subordinate financial officers.

4.7.2 The subordinate financial officers, which may be a Treasurer, a Controller and one or more Assistant Treasurers and Assistant Controllers, shall perform such duties and exercise such powers as shall be delegated to them by the Board of Directors, the Chairman of the Board, the President, or the Chief Financial Officer.

Section 4.8 Additional Powers, Seniority and Substitution of Officers

In addition to the foregoing powers and duties specifically prescribed for the respective officers, the Board of Directors may from time to time by resolution impose or confer upon any of the officers such additional duties and powers as the Board of Directors may see fit, and/or determine the order of seniority among the officers. Any such resolution may be final, subject only to further action by the Board of Directors, or the resolution may grant such discretion, as the Board of Directors deems appropriate, to the Chairman of the Board or to the President (or in his absence the Vice President serving in his place) to impose or confer additional duties and powers and to determine the order of seniority among officers. The Board of Directors, the Chairman of the Board or the President may designate any officer or officers to substitute for and assume the duties, powers and authority of any absent officer or officers in any instances not provided for above.

Section 4.9 Compensation

The officers of this corporation shall receive such compensation as shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any officer or officers the power to fix the compensation of any other officer or officers. No officer shall be prevented from receiving compensation by reason of the fact that the officer is also a director of the corporation.

ARTICLE V

COMMITTEES

Section 5.1 Authorization

By resolution adopted by a majority of the authorized number of directors, the Board of Directors may designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board of Directors and may designate one or more directors as alternate members of a committee, who may replace any absent member at any meeting of the committee.

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Section 5.2 Powers

Subject to the provisions of the GCL and any limitations contained in the Articles of Incorporation or Bylaws, each such committee shall have such authority as shall be delegated to it by resolution of the Board of Directors. The foregoing notwithstanding, no committee or committees, singly or in the aggregate, shall have any authority with respect to:

(a) the approval of any action for which the GCL or the Articles of Incorporation also require shareholder approval;

(b) the filling of vacancies on the Board of Directors or on any committee;

(c) the fixing of compensation of the directors for serving on the Board of Directors or on any committee;

(d) the amendment or repeal of Bylaws or the adoption of new Bylaws;

(e) the amendment or repeal of any resolution of the Board of Directors;

(f) any distribution to the shareholders of the corporation; or

(g) the appointment of other committees of the Board of Directors or other members thereof.

Section 5.3 Procedures

The provisions. of Sections 3.8 through 3.13 of these Bylaws shall apply to meetings of each committee, substituting the word “committee” wherever the words “Board of Directors” appear, unless the context requires otherwise. Subject to the foregoing, the procedures for notice and conduct of meetings of each committee shall be as prescribed by the Board of Directors, or, in the absence of prescription by the Board of Directors, as prescribed by the committee.

ARTICLE VI

CORPORATE RECORDS AND REPORTS - INSPECTION

Section 6.1 Records

The corporation shall keep (1) adequate and correct books and records of account, (2) minutes of the proceedings of its shareholders, Board of Directors and committees of the Board, and (3) a record of its shareholders, at its principal executive office, or at the office of its transfer agent or registrar, giving the names and addresses of all shareholders and the number and class of shares held by each. Minutes shall be kept in written form. All other books shall be kept either in written form or in any other form capable of being converted into written form.

Section 6.2 Inspection of Books and Records

6.2.1 The record of shareholders, the accounting books and records, and the minutes of proceedings of the shareholders and the Board of Directors and committees of the Board of

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this corporation and of each subsidiary of this corporation shall be open to inspection upon the written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interest as a shareholder or as the holder of such voting trust certificate. The right of inspection includes the right to copy. Such inspection by a shareholder or holder of a voting trust certificate may be made in person or by agent or attorney.

6.2.2 A shareholder or shareholders holding at least 5% in the aggregate of the outstanding voting shares of the corporation or who hold at least 1% of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors of the corporation shall have an absolute right to do either or both of the following (either in person or by agent or attorney): (a) inspect and copy the record of shareholders’ names and addresses and shareholdings during the usual business hours upon 5 business days prior written demand upon the corporation, or (b) obtain from the transfer agent for the corporation, upon five (5) business days’ prior written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders’ names and addresses who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand.

6.2.3 Every director of the corporation shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and any of its subsidiary corporations. Such inspection’ by a director may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

Section 6.3 Inspection of Bylaws

The corporation shall keep at its principal executive office in California, or if its principal executive office is not in California at its principal business office in California, the original or a copy of these Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside California and the corporation has no principal business office in California, the corporation shall upon the written request of any shareholder furnish to such shareholder a copy of these Bylaws as amended to date.

Section 6.4 Checks, Drafts, etc.

All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of, or payable to, the corporation, shall be signed or endorsed by such person or persons, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 6.5 Annual and Other Reports

6.5.1 The requirement that the Board of Directors shall cause an annual report to be sent to the shareholders of this corporation not later than 120 days after the close of this corporation’s fiscal year, pursuant to Section 1501 or the GCL, is expressly waived.

6.5.2 A shareholder or shareholders holding at least 5% of the outstanding shares of any class of this corporation may make a written request to the corporation for an income

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statement of the corporation for the three-month, six-month or nine-month period of the current fiscal year ended more than 30 days prior to the date of the request and a balance sheet of the corporation as of the end of such period and, in addition, if no annual report for the last fiscal year has been sent to the shareholders, the statements required by Section 1501, subdivision (a) of the GCL for the last fiscal year. Such statement shall be delivered or mailed to the person making the request within 30 days thereafter. A copy of such statements shall be kept on file in the principal executive office of the corporation for 12 months, and they shall be exhibited at all reasonable times to any shareholder demanding an examination of them or a copy shall be mailed to such shareholder.

6.5.3 The corporation shall, upon the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual or quarterly income statement which it has prepared and a balance sheet as of the end of the period.

6.5.4 The quarterly income statements and balance sheets referred to in Sections 6.5.2 and 6.5.3 shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that such financial statements were prepared without audit from the books and records of the corporation.

ARTICLE VII

OTHER AUTHORIZATIONS

Section 7.1 Execution of Contracts

The Board of Directors, except as in these Bylaws provided, may authorize any officer or officers or agents to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general, or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent, or employee shall, or shall have any power or authority to, bind the corporation by any contract or engagement, or pledge its credit, or render it liable for any purpose or in any amount; provided, however, that nothing contained in this Section 7.1 shall be construed to prevent any officer of the corporation from performing said officer’s regular duties in the ordinary course of business pursuant to the authority granted to said officer by Article IV of these Bylaws.

Section 7.2 Representation of Shares of Other Corporations

All shares of any other corporation standing in the name of this corporation shall be voted, represented, and all rights incidental thereto exercised as directed by written consent or resolution of the Board of Directors expressly referring thereto. In general, such rights shall be delegated by the Board of Directors, under express instructions from time to time as to each exercise thereof, to the President, or any Vice President, and the Secretary or any Assistant Secretary of this corporation, or any other person expressly appointed by the Board of Directors. Such authority may be exercised by the designated officers in person, or by any other person authorized so to do by proxy, or power of attorney, duly executed by such officers.

Section 7.3 Dividends

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and on the terms and conditions provided by law and the Articles of Incorporation, subject to any contractual restrictions to which the corporation is then subject. If a dividend is declared, the stock transfer books shall not be closed but a record date shall be set by the Board of Directors on which date the transfer agent or, where no transfer agent is appointed, the

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Secretary will take a record of all shareholders entitled to the dividend without actually closing the books for transfers of stock.

ARTICLE VIII

STOCK CERTIFICATES AND TRANSFER OF SHARES

Section 8.1 Stock Certificates

8.1.1 Certificates representing shares of stock in the corporation shall be in such form as may be required by law and as may be designated by the Board of Directors, shall be numbered and registered as they are issued and shall set forth: The name of the record holder of the shares represented thereby; the certificate number and its date of issuance; the number of shares for which it is issued; and any statement, summary or legend authorized by the Board of Directors or required to or which, in the exercise of sound business judgment, should be stated thereon pursuant to (a) any agreement to which the corporation is a party or (b) any provision of law, including but not limited to the federal securities laws, the California Corporate Securities Law of 1968, as amended, and Section 417 or Section 418 or any other section of the GCL.

8.1.2 Every stock certificate must be signed in the name of the corporation by the Chairman of the Board or the President or a Vice President and by the Chief Financial Officer or the Secretary or any Assistant Secretary. Any or all of the signatures on the certificate may be by facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation or any transfer agent with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

Section 8.2 Transfer on the Books

Upon (a) the surrender to the Secretary or transfer agent of the corporation of a certificate representing shares of stock in the corporation, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and (b) delivery to the corporation of evidence sufficient to indicate that the transfer of such shares would not be in violation of the Articles of Incorporation or Bylaws of the corporation, or any legend appearing on said certificates, or any applicable law, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 8.3 Lost or Destroyed Certificates

The Board of Directors or any officer designated by the Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate for shares so lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors or such officer, as a condition precedent to the issuance thereof, may require the person claiming such lost or destroyed certificate or certificates to give the corporation a bond or other adequate security sufficient to indemnify it against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

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Section 8.4 Transfer Agents and Registrars

The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, who may be the same person, and may be the Secretary of the corporation, or an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

Section 8.5 Fixing Record Date for Actions with Respect to Shareholders

8.5.1 The Board of Directors may fix, in advance, a record date for the determination of shareholders entitled to notice of and to vote at any meeting of shareholders, or entitled to give written consent to corporate action without a meeting, or to receive payment of any dividend or other distribution, or to receive an allotment of any rights, or to receive any report or statements, or to exercise any rights in respect to any change, conversion or exchange of shares, or to exercise any rights in respect of any other lawful action. Said record date so fixed shall not be more than 60 nor less than 10 days prior to the date of such meeting or more than 60 days prior to any other action.

8.5.2 If no record date is fixed by the Board of Directors, then:

(a) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is given.

(c) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

Section 8.6 Record Ownership

The corporation shall be entitled to recognize the exclusive right of a person registered as such on the books of the corporation as the owner of shares of the corporation’s stock to receive notices and reports, to receive dividends and other distributions, to vote and give written consents as such owner, and to exercise any rights in respect of any other lawful action, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not the corporation shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE IX

INDEMNIFICATION OF DIRECTORS, OFFICERS,

EMPLOYEES AND OTHER AGENTS

Section 9.1 Indemnification of Directors and Officers

The corporation, to the maximum extent permitted by the GCL (notwithstanding that such indemnification is not specifically authorized by the GCL), shall indemnify each of its directors and

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officers against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was a director or officer of the corporation. The corporation shall advance to such director or officer expenses incurred in defending any such proceeding, to the maximum extent permitted by such law. The indemnification provided by this Section 9.1 shall not be exclusive of any other rights to which such director or officer may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in such director’s or officer’s official capacity and as to action in another capacity while holding such office. The indemnification provided under this Section 9.2 shall continue as to such director or officer for any action taken or not taken while serving in an indemnified capacity even though such director or officer may have ceased to serve in such capacity at the time of any covered proceeding. For purposes of this section, a “director” or “officer” of the corporation includes any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation or other enterprise or was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

Section 9.2 Other Agents

The Board of Directors in its discretion may provide for indemnification of or advance of expenses to other agents of the corporation and likewise may refuse to provide for such indemnification or advance of expenses except to the extent such indemnification is mandatory under the GCL.

ARTICLE X

INTERPRETATION

Reference in these Bylaws to any provision of the GCL shall be deemed to include all amendments thereof.

ARTICLE XI

AMENDMENTS TO BYLAWS

Section 11.1 By Shareholders

New Bylaws may be adopted, or these Bylaws may be repealed or amended, by the affirmative vote or written consent of the holders of a majority of the outstanding shares entitled to vote, except as otherwise provided by law or by the Articles of Incorporation.

Section 11.2 By Directors

Subject to the right of the shareholders adopt, amend or repeal Bylaws, as provided in Section 11.1, subject to the provisions of Section 3.2, the Board of Directors may amend or repeal these Bylaws or may adopt new Bylaws.

Section 11.3 Record of Amendments

Whenever an amendment or new Bylaw is adopted, it shall be copied in the book of minutes with the original Bylaws. If any Bylaw is repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted or written consent was filed, shall be stated in said book.

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EX-3.32

Exhibit 3.32

ARTICLES OF ORGANIZATION FOR

HUGHES PLUMBING HOLDINGS, LLC

(a Florida limited liability company)

The undersigned representative of a Member, desiring to form a limited liability company under and pursuant to the Florida Limited Liability Company Act, Chapter 608, Florida Statutes, does hereby adopt the following Articles of Organization:

ARTICLE I. NAME

The name of the limited liability company is: Hughes Plumbing Holdings, LLC.

ARTICLE II. ADDRESS

The mailing address and street address of the principal office of the Company is:

One Hughes Way

Orlando, FL 32805

ARTICLE III. DURATION

The period of duration for the Company shall be perpetual, unless terminated in accordance with the Company’s Operating Agreement or by the unanimous written agreement of all Members.

ARTICLE IV. INITIAL REGISTERED AGENT AND OFFICE

The name and street address of the initial registered agent of the Company are:

Corporation Service Company

1201 Hayes Street

Tallahassee, FL 32301

ARTICLE V. MANAGEMENT

The business of the Company shall be conducted, carried on, and managed by no fewer than one (1) Manager, who shall be elected by the Members of the Company in the manner prescribed by and provided in the Operating Agreement of the Company. Therefore, the Company is a manager-managed company. Such

Manager(s) shall also have the rights and responsibilities described in the Operating Agreement of the Company.

ARTICLE VI. OPERATING AGREEMENT

The power to adopt, alter, amend, or repeal the Operating Agreement of the Company shall be vested in the Members of the Company.

/s/ Glenn A. Adams

Glenn A. Adams

Authorized Representative of a Member

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CERTIFICATE OF DESIGNATION OF

REGISTERED AGENT AND REGISTERED OFFICE

OF HUGHES PLUMBING HOLDINGS, LLC

Pursuant to the provisions of Section 608.415 or 608.507, Florida Statutes, Hughes Plumbing Holdings, LLC, a Florida limited liability company (the “Company”), hereby submits the following statement designating the registered office and registered agent in the state of Florida.

1. The name of the Company is: Hughes Plumbing Holdings, LLC.

2. The name of the registered agent and the address of the registered office are:

NAME:	CORPORATION SERVICE COMPANY
ADDRESS:	1201 Hayes Street Tallahassee, FL 32301

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, we hereby accept the appointment as registered agent and agree to act in this capacity. We further agree to comply with the provisions of all statutes relating to the proper and complete performance of our duties, and we are familiar with and accept the obligations of our position as registered agent as provided for in Chapter 608., F.S..

CORPORATION SERVICE COMPANY
By:	Deborah D. Skipper	Date:	11/19, 2004
Name:	Deborah D. Skipper
Title:	Asst. V. Pres.

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EX-3.33

Exhibit 3.33

OPERATING AGREEMENT

OF

HUGHES PLUMBING HOLDINGS, LLC

This Operating Agreement (this “Agreement”) of Hughes Plumbing Holdings, LLC, is entered into effective as of the 22^nd day of November, 2004, by Hughes Plumbing Group, Inc. f/k/a Todd Pipe & Supply - Hawthorne, Inc., as the sole member of the limited liability company (the “Member”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Florida Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Name. The name of the limited liability company formed hereby is Hughes Plumbing Holdings, LLC (the “Company”).

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

3. Registered Office. The address of the registered office of the Company in the State of Florida is 1201 Hayes Street, Tallahassee, FL 32301.

4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Florida is Corporation Service Company, 1201 Hayes Street, Tallahassee, FL 32301.

5. Powers of the Company.

(i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power:

(a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any other foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(b) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an “Affiliate”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise;

(d) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

(e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested;

(f) to sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(g) to appoint employees and agents of the Company, and define their duties and fix their compensation;

(h) to indemnify any person or entity and to obtain any and all types of insurance;

(i) to cease its activities and cancel its insurance;

(j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company;

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(k) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(l) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and

(m) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

(ii) The Company may merge with, or consolidate into, another Florida limited liability company or other business entity (as defined in Section 608.438 of the Act) upon the approval of the Member, in its sole discretion.

6. Member. The name and the business, residence or mailing address of the Member of the Company are as follows:

Name:	Address:
Hughes Plumbing Group, Inc.	One Hughes Way Orlando, Florida 32805

7. Powers of Member. The Member shall have the power to exercise any and all rights and powers granted to the Member pursuant to the express terms of this Agreement. Except as otherwise specifically provided by this Agreement or required by the Act, the Manager (as hereinafter defined) shall have the power to act for and on behalf of, and to bind, the Company. Glenn A. Adams is hereby designated as an authorized person, with the meaning of the Act, to execute, deliver and file the articles of organization of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

8. Management.

8.1 Management of the Company.

(i) Hughes GP & Management, Inc. is hereby appointed as Manager of the Company (the “Manager”) and, in such capacity, shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company’s business, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company.

(ii) The Manager shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all

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decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. The Manager shall be the sole person or entity with the power to bind the Company, except and to the extent that such power is expressly delegated to any other person or entity by the Manager, and such delegation shall not cause the Manager to cease to be the Member or the Manager.

(iii) The Manager may appoint individuals with or without such titles as it may elect, including the titles of President, Vice President, Treasurer, Secretary, and Assistant Secretary, to act on behalf of the Company with such power and authority as the Manager may delegate in writing to any such persons.

8.2 Powers of the Manager. The Manager shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts deemed by the Manager to be necessary or appropriate to effectuate the business, purposes and objectives of the Company, at the expense of the Company. Without limiting the generality of the foregoing, the Manager shall have the power and authority to:

(i) establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to allocations and distributions;

(ii) bring and defend on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise; and

(iii) execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company, including, without limitation, all documents, agreements and instruments related to the making of investments of Company funds.

The expression of any power or authority of the Manager in this Agreement shall not in any way limit or exclude any other power or authority of the Manager which is not specifically or expressly set forth in this Agreement.

8.3 No Management by Other Persons or Entities. Except and only to the extent expressly delegated by the Manager, no person or entity other than the Manager and the Member shall be an agent of the Company or have any right, power or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

8.4 Reliance by Third Parties. Any person or entity dealing with the Company or the Manager may rely upon a certificate signed by the Member as to:

(i) the identity of the Manager;

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(ii) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Manager or are in any other manner germane to the affairs of the Company;

(iii) the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

(iv) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or the Member.

8.5 Removal. The Member shall have the authority to remove the Manager with or without cause at any time. In the event of such removal or in the event of any other vacancy in the Manager position, the Member shall appoint a successor Manager as soon as practicable.

9. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution under Section 608.449 of the Act.

10. Capital Contribution. The Member has contributed the cash and property reflected on Schedule A attached hereto.

11. Additional Contributions. The Member is not required to make any additional capital contribution to the Company.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Manager.

14. Assignments. The Member may assign in whole or in part its limited liability company interest.

15. Resignation. The Member may not resign from the Company.

16. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional member of the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have more than one member.

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17. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

18. Indemnification.

18.1 Exculpation.

(i) For purposes of this Agreement, the term “Covered Persons” means the Member, the Manager, any Affiliate of the Member and any officers, directors, shareholder, partners or employees of the Member and their respective Affiliates, and any officer, employee or expressly authorized agent of the Company or its Affiliates.

(ii) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(iii) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within the professional or expert competence of such person or entity and who or which has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

18.2 Duties and Liabilities of Covered Persons.

(i) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

(ii) Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Covered Persons, or (b) whenever this Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and

6

reasonable to the Company or the Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise.

(iii) Whenever in this Agreement a Covered Person is permitted or required to make a decision (a) in its “discretion” or under a grant of similar authority or latitude, the Covered Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in its “good faith” or under another express standard, the Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

18.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

18.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 18 hereof.

18.5 Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Manager shall, in its sole discretion, deem reasonable, on behalf of Covered Persons and such other persons or entities as the Manager shall determine, against any liability that may be asserted against or expenses that may be incurred by any such person or entity in connection with the

7

activities of the Company or such indemnities, regardless of whether the Company would have the power to indemnify such person or entity against such liability under the provisions of this Agreement. The Manager and the Company may enter into indemnity contracts with Covered Persons and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 18 hereof and containing such other procedures regarding indemnification as are appropriate.

19. Outside Business. The Member or Affiliate thereof may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and the Company and the Member shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper. The Member or Affiliate thereof shall not be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and the Member or Affiliate thereof shall have the right to take for its own account (individually or as a partner, shareholder, fiduciary or otherwise) or to recommend to others any such particular investment opportunity.

20. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Florida, without regard to the rules of conflict of laws thereof.

21. Fiscal Year. The fiscal year end and taxable year end of the Company shall be January 31.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day and year first aforesaid.

Hughes Plumbing Group, Inc.
By:	/s/ John Z. Paré
	John Z. Paré, Secretary

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SCHEDULE A

CASH AND PROPERTY CONTRIBUTED BY

HUGHES PLUMBING GROUP, INC.

$1,000 Cash

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EX-3.34

Exhibit 3.34

CERTIFICATE OF LIMITED PARTNERSHIP

OF

HUGHES PLUMBING SUPPLY, LTD.

(a Florida limited partnership)

The undersigned, desiring to form a limited partnership pursuant to the laws of the State of Florida, does hereby certify as follows:

1. Name. The name of the limited partnership is as follows:

Hughes Plumbing Supply, Ltd.

2. Address. The street address of the principal place of business and the mailing address for the limited partnership are as follows:

One Hughes Way

Orlando, FL 32805

3. Registered Agent. The address of the office and the name and address of the agent for service of process required to be maintained by Section 620.105, Florida Statutes, are as follows:

Corporation Service Company

1201 Hayes Street

Tallahassee, FL 32301

4. General Partner. The name and business address of the general partner of the limited partnership are as follows:

Hughes GP & Management, Inc.

One Hughes Way

Orlando, FL 32805

5. Termination. The latest date upon which the limited partnership is to dissolve is December 31, 2054.

Under penalties of perjury, the undersigned declares that it has read the foregoing and knows the contents thereof and that the facts stated therein are true and correct.

Signed this 19^th day of November, 2004.

GENERAL PARTNER:
HUGHES GP & MANAGEMENT, INC.
By:	/s/ John Z. Paré
Name:	John Z. Paré
Title:	Secretary

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ACCEPTANCE OF DESIGNATION AS REGISTERED AGENT

AND AGENT FOR SERVICE OF PROCESS

The undersigned, having been designated the Agent for Service of Process, pursuant to Section 620.105, Florida Statutes, and Registered Agent, pursuant to Section 620.192, Florida Statutes, of Hughes Plumbing Supply, Ltd., a limited partnership to be formed concurrently herewith under the Florida Revised Uniform Limited Partnership Act (1986), does hereby accept such designation and the obligations provided for in Sections 620.105 and 620.192, Florida Statutes.

	CORPORATION SERVICE COMPANY
Dated: 11/22, 2004	By:	/s/ Deborah D. Skipper
	Name:	Deborah D. Skipper
	Title:	Asst. V. Pres.

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AFFIDAVIT OF CAPITAL CONTRIBUTIONS

The undersigned, Hughes GP & Management, Inc., the sole general partner of Hughes Plumbing Supply, Ltd., a Florida limited partnership, certifies:

1. The amount of capital contributions to date of the limited partners is $0.

2. The total amount of capital anticipated to be contributed by the limited partners at this time totals $1,000.

Signed this 19^th day of November, 2004.

FURTHER AFFIANT SAYETH NOT.

Under the penalties of perjury, the undersigned declares that it has read the foregoing and knows the contents thereof and that the facts stated herein are true and correct.

GENERAL PARTNER:
HUGHES GP & MANAGEMENT, INC.
By:	/s/ John Z. Paré
Name:	John Z. Paré
Title:	Secretary

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PLAN OF MERGER

The following Plan of Merger was adopted and approved by each party to the merger in accordance with the laws of the jurisdiction of such party’s formation or incorporation, as the case may be:

FIRST: The exact name and jurisdiction of each merging party (referred to hereinafter individually as a “Merging Party” and collectively as the “Merging Parties”) are as follows:

Name	Jurisdiction	Type of Entity
HSI Acquisition Corporation	Ohio	Corporation
HSI Fusion Services, Inc.	Florida	Corporation
One Stop Supply, Inc.	Tennessee	Corporation
Paine Supply of Jackson, Inc.	Mississippi	Corporation
U.S. Fusion Services, Inc.	Louisiana	Corporation

SECOND: The exact name, address, jurisdiction and date of formation of the surviving party (referred to hereinafter as the “Surviving Party”) are as follows:

Name	Jurisdiction	Type of Entity	Date of Formation
Hughes Plumbing Supply, Ltd.	Florida	Limited	11/22/04
One Hughes Way		Partnership
Orlando, FL 32805

THIRD: The terms and conditions of the merger are as follows:

The Merging Parties shall be merged with and into the Surviving Party which shall be the surviving entity at the effective date of the merger and which shall continue to exist as a limited partnership under the laws of the State of Florida. The Surviving Party shall succeed to all rights, assets, liabilities and obligations of the Merging Parties, and the separate existence of each Merging Entity shall cease at the effective date of the merger. The Certificate of Limited Partnership of the Surviving Party at the effective date of the merger shall be the Certificate of Limited Partnership of the Surviving Party. The Agreement of Limited Partnership of the Surviving Party at the effective date of the merger shall continue to be the Agreement of Limited Partnership of the Surviving Party, as the surviving limited partnership, and will continue in full force and effect unless mutually amended by all of its partners.

FOURTH: The manner and basis of converting the financial or beneficial interests, shares, memberships, obligations or other securities of each Merging Party into the interests, shares, memberships, obligations or other securities of the Surviving Party are as follows:

The ultimate owner(s) of each Merging Party and the Surviving Party are identical. Accordingly, at the effective date of the merger, by virtue of the merger and without any action on the part of the holder(s) thereof, each share of capital stock of each Merging Party shall be cancelled automatically. Each general partnership interest and each limited partnership interest of the Surviving Party outstanding immediately prior to the effective date of the merger will continue to represent the outstanding partnership interests of the Surviving Party until such time as the Agreement of Limited Partnership of the Surviving Party is amended, as contemplated above, to reflect the addition of additional partners.

FIFTH: The name and address of the general partner (hereinafter referred to as the “General Partner”) of the Surviving Party is as follows:

Hughes GP & Management, Inc.

One Hughes Way

Orlando, FL 32805

The General Partner is a Delaware corporation and its Florida Document/Registration Number is F04000001125.

SIXTH: The Surviving Party hereby consents to be sued and served process in the state of Ohio and irrevocably appoints the Secretary of State of Ohio as its agent to accept service of process in any proceeding in Ohio to enforce against the Surviving Party any obligation of any domestic constituent corporation or to enforce the rights of a dissenting shareholder of any constituent corporation.

SEVENTH: The Surviving Party desires to transact business in Ohio as a foreign limited partnership. A list of the names and addresses of the Surviving Party’s limited partners, as well as each limited partner’s capital contribution to the Surviving Party, will be kept at One Hughes Way, Orlando, FL 32805.

EIGHTH: The effective date of this merger shall be on December 31, 2004.

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ARTICLES OF MERGER

The following Articles of Merger are being submitted in accordance with section(s) 607.1109, 608.4382, and/or 620.203, of the Florida Statutes.

FIRST: The exact name, street address of its principal office, jurisdiction, and entity type for each merging party are as follows:

Name and Street Address		Jurisdiction	Entity Type
1.	HSI Acquisition Corporation One Hughes Way Orlando, FL 32805	Ohio	Corporation
	Florida Document/Registration Number:	None	FEI Number: 58-2334286
2.	HSI Fusion Services, Inc. One Hughes Way Orlando, FL 32805	Florida	Corporation
	Florida Document/Registration Number:	P97000107315	FEI Number: 59-3501393
3.	One Stop Supply, Inc. One Hughes Way Orlando, FL 32805	Tennessee	Corporation
	Florida Document/Registration Number:	None	FEI Number: 62-1136698
4.	Paine Supply of Jackson, Inc. One Hughes Way Orlando, FL 32805	Mississippi	Corporation
	Florida Document/Registration Number:	None	FEI Number: 64-0371288
5.	U.S. Fusion Services, Inc. One Hughes Way Orlando, FL 32805	Louisiana	Corporation
	Florida Document/Registration Number:	None	FEI Number: 62-1753140

(Attach additional sheet(s) if necessary)

SECOND: The exact name, street address of its principal office, jurisdiction, and entity type of the surviving party is as follows:

Name and Street Address	Jurisdiction	Entity Type
Hughes Plumbing Supply, Ltd. One Hughes Way Orlando, FL 32805	Florida	Limited Partnership
Florida Document/Registration Number:	A04000001835	FEI Number: 26-0100650

THIRD: The attached Plan of Merger meets the requirements of section(s) 607.1108, 608.438, 617.1103, and/or 620.201, Florida Statutes, and was approved by each domestic corporation, limited liability company, partnership and/or limited partnership that is a party to the merger in accordance with Chapter(s) 607, 617, 608 and/or 620, Florida Statutes.

FOURTH: If applicable, the attached Plan of Merger was approved by the other business entity(ies) that is/are party(ies) to the merger in accordance with the respective laws of all applicable jurisdictions.

FIFTH: If not incorporated, organized or otherwise formed under the laws of the State of Florida, the surviving entity hereby appoints the Florida Secretary of State as its agent for substitute service of process pursuant to Chapter 48, Florida Statutes, in any proceeding to enforce any obligation or rights of any dissenting shareholders, partners, and/or members of each domestic corporation, partnership, limited partnership and/or limited liability company that is a party to the merger.

SIXTH: If not incorporated, organized, or otherwise formed under the laws of the State of Florida, the surviving entity agrees to pay the dissenting shareholders, partners, and/or members of each domestic corporation, partnership, limited partnership and/or limited liability company that is a party to the merger the amount, if any, to which they are entitled under sections(s) 607.1302, 620.205, and/or 608.4384, Florida Statutes.

SEVENTH: If applicable, the surviving entity has obtained the written consent of each shareholder, member or person that as result of the merger is now a general partner of the surviving entity pursuant to section(s) 607.1108(5), 608.4381(2), and/or 620.202(2), Florida Statutes.

EIGHTH: The merger is permitted under the respective laws of all applicable jurisdictions and is not prohibited by the agreement of any partnership or limited partnership or the regulations or articles of organization of any limited liability company that is a party to the merger.

NINTH: The merger shall become effective as of:

The date the Articles of Merger are filed with Florida Department of State

OR

December 31, 2004.

(Enter specific date. NOTE: Date cannot be prior to the date of filing.)

TENTH: The Articles of Merger comply and were executed in accordance with the laws of each party’s applicable jurisdiction.

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ELEVENTH: SIGNATURE(S) FOR EACH PARTY:

(Note: Please see instructions for required signatures.)

Name of Entity	Signature(s)	Typed or Printed Name of Individual
HSI Fusion Services, Inc.	/s/ John Z. Paré	John Z. Paré, Secretary
HSI Acquisition Corporation	/s/ John Z. Paré	John Z. Paré, Secretary
One Stop Supply, Inc.	/s/ John Z. Paré	John Z. Paré, Secretary
Paine Supply of Jackson, Inc.	/s/ John Z. Paré	John Z. Paré, Secretary
U.S. Fusion Services, Inc.	/s/ John Z. Paré	John Z. Paré, Secretary
Hughes Plumbing Supply, Ltd.	Hughes GP & Management, Inc., General Partner
	/s/ John Z. Paré	John Z. Paré, Secretary

(Attach additional sheet(s) if necessary)

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REQUIRED SIGNATURES FOR EACH ENTITY TYPE:

All Corporations:	Signature of Chairman, Vice Chairman, President or any officer.
All General Partnerships:	Signatures of two partners.
All Domestic Limited Partnerships:	Signatures of all general partners.
All Non-Florida Limited Partnerships:	Signature of one general partner.
All Limited Liability Companies:	Signature of a member or authorized representative of a member.
All Other Business Entities:	In accordance with the laws of their jurisdiction.

Make checks payable to Florida Department of State and mail to:

Mailing address:	Street Address:
Division of Corporations	Division of Corporations
P.O. Box 6327	409 E. Gaines St.
Tallahassee, FL 32314	Tallahassee, FL 32399

FILING FEES

For each Limited Partnership	$52.50 (if merger filed pursuant to             s. 608.4382, $25.00)
For each Limited Liability Company:	$25.00
For each Corporation:	$35.00
For each General Partnership	$25.00
All Others:	No Charge

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EX-3.35

Exhibit 3.35

AGREEMENT OF LIMITED PARTNERSHIP

OF

HUGHES PLUMBING SUPPLY, LTD.

This Agreement of Limited Partnership of Hughes Plumbing Supply, Ltd., a Florida limited partnership (this “Agreement”), is entered into by and among Hughes GP & Management, Inc., a Delaware corporation, as general partner (the “General Partner”), and Hughes Plumbing Holdings, LLC, a Florida limited liability company, as limited partner (the “Limited Partner”). The General Partner and the Limited Partner are referred to collectively as the “Partners”, and the terms “General Partner” and “Limited Partner” shall refer also to additional general partners and limited partners, respectively, as may become parties to this Agreement.

The General Partner and the Limited Partner hereby form a limited partnership pursuant to and in accordance with the Florida Revised Uniform Limited Partnership Act, as amended from time to time (the “Act”), and hereby agree as follows:

1. Name. The name of the limited partnership formed hereby is Hughes Plumbing Supply, Ltd. (the “Partnership”).

2. Purpose. The Partnership is formed for the object and purpose of engaging in any lawful act or activity for which limited partnerships may be formed under the laws of Florida.

3. Registered Office. The registered office of the Partnership in the State of Florida is 1201 Hayes Street, Tallahassee, Florida 32301.

4. Registered Agent. The registered agent of the Partnership at the address of the registered office is Corporation Service Company.

5. Partners. The names and mailing addresses of the General Partner and the Limited Partner are as follows:

General Partner:	Hughes GP & Management, Inc. One Hughes Way Orlando, Florida 32805
Limited Partner:	Hughes Plumbing Holdings, LLC One Hughes Way Orlando, Florida 32805

6. Powers. The powers of the General Partner include all powers, statutory and otherwise, possessed by general partners under the laws of the State of Florida.

7. Dissolution. The Partnership shall dissolve, and its affairs shall be wound up, on December 31, 2054 or at such earlier time as (a) all of the partners of the Partnership approve in writing, (b) an event of withdrawal of a general partner has occurred under the Act, or (c) an entry of a decree of judicial dissolution has occurred under Section 620.158 of the Act; provided, however, the Partnership shall not be dissolved or required to be wound up upon an event of withdrawal of a general partner described in Section 7(b) hereof if (i) at the time of such event of withdrawal, there is at least one (1) other general partner of the Partnership who carries on the business of the Partnership (any remaining general partner being hereby authorized to carry on the business of the Partnership), or (ii) within ninety (90) days after the occurrence of such event of withdrawal, all remaining partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the event of withdrawal, of one (1) or more additional general partners of the Partnership.

8. Capital Contributions. The Partners of the Partnership shall contribute cash and property to the Partnership in the amounts and of the type set forth across from each such partner’s name below:

	Cash/Property
General Partner:
Hughes GP & Management, Inc.	$	10
Limited Partner:
Hughes Plumbing Holdings, LLC	$	990

9. Additional Contributions. No partner of the Partnership is required to make any additional capital contribution to the Partnership.

10. Allocation of Profits and Losses and Distributions. The Partnership’s profits and losses shall be allocated and all distributions made to the Partners of the Partnership based upon the percentage set forth across from each partner’s name below:

General Partner:
Hughes GP & Management, Inc.	one percent (1%)
Limited Partner:
Hughes Plumbing Holdings, LLC	Ninety-nine percent (99%)

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The Limited Partnership may issue certificates evidencing each Partner’s ownership interest in the Limited Partnership. The total capital of the limited partnership shall be represented by 100 limited partnership units (“Units”). The Units represented on such certificates shall be proportionate to the relative percentages of profits and losses borne by the respective Partners.

11. Assignments.

(a) The Limited Partnership may assign all or any part of its interest in the Partnership and may withdraw from the Partnership only with the consent of the General Partner.

(b) The General Partner may assign all or part of its partnership interest in the Partnership and may withdraw from the Partnership without the consent of the Limited Partner.

12. Withdrawal. Except to the extent set forth in Section 11, no right is given to any partner of the Partnership to withdraw from the Partnership.

13. Admission of Additional or Substitute Members.

(a) One (1) or more additional or substitute limited partners of the Partnership may be admitted to the Partnership only with the consent of the General Partner.

(b) One (1) or more additional or substitute general partners of the Partnership may be admitted to the Partnership only with the consent of the General Partner or, in the event of more than one (1) general partner, only with the consent of a majority of the general partners.

14. Status of Limited Partner.

(a) The Limited Partner shall not participate in the management or control of the Partnership’s business, nor shall it transact any business for the Partnership, nor shall it have the power to act for of bind the Partnership, such powers being vested solely and exclusively in, the General Partner.

(b) No Limited Partner shall have any personal liability whatever, whether to the Partnership, to any of the Partners or to the creditors of the

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Partnership, for the debts of the Partnership or any of its losses except to the extent provided in the Act.

15. Authority of General Partner.

(a) The General Partner shall have exclusive authority to manage and control the business and affairs of the Partnership. Pursuant to the foregoing, the General Partner shall have all of the rights and powers of a general partner as provided in the Act and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. In dealing with the General Partner acting on behalf of the Partnership, no person shall be required to inquire into the authority of such Partner to bind the Partnership.

(b) The General Partner shall devote such time to the Partnership business as it, in its sole discretion, shall deem to be necessary to manage and supervise the Partnership business and affairs; but nothing in this Agreement shall preclude the employment, at the expense of the Partnership, of any agent or third party to manage or provide other services in respect of the Partnership property subject to the control of the General Partner.

(c) Neither the General Partner nor any officer, director or employee of the General Partner shall be liable, responsible, or accountable in damages or otherwise to the Partnership or any Partner for any act or failure to act on behalf of the Partnership within the scope of the authority conferred on the General Partner by this Agreement or by law unless such act or omission was performed or omitted fraudulently or in bad faith or constituted wanton and willful misconduct or gross negligence.

(d) The Partnership shall indemnify and hold harmless the General Partner, each officer, director and employee of the General Partner, and the agents of each of them (each an “Indemnified Party”), from and against any loss, expense, damage or injury suffered or sustained by such person by reason of any act or omission arising out of his activities on behalf of the Partnership or in furtherance of the interests of the Partnership, including, but not limited to, any judgment, award, settlement, reasonable attorney’s fees, and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or claim and including any payments made by the General Partner to any of its officers, directors or employees pursuant to an indemnification agreement no broader than this section; provided that the act, omission, or alleged act or omission upon which such actual or threatened action, proceeding or claim is based was not performed or omitted fraudulently or in bad faith or as a result of wanton and willful misconduct or gross negligence by such Indemnified Party.

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16. Power of Attorney.

(a) The Partners, jointly and severally, hereby irrevocably constitute and appoint the General Partner, with full power of substitution, their true and lawful attorney-in-fact in their name, place and stead to make, execute, sign and acknowledge, record and file, on behalf of them and on behalf of the Partnership, the following:

(i) a Certificate of Limited Partnership and any other certificates or instruments which may be required to be filed by the Partnership or the Partners under the laws of the State of Florida and any other jurisdiction whose laws may be applicable; and

(ii) any and all such other instruments as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement in accordance with its terms.

17. Books of Account, Records and Reports.

(a) Proper and complete records and books of account shall be kept by the General Partner in which shall be entered all matters relative to the Partnership’s business as are usually entered into records and books of account maintained by persons engaged in businesses of a like character. The Partnership books and records shall be kept on the accrual basis in accordance with generally accepted accounting principles, consistently applied. The books and records shall be open to the reasonable inspection and examination of the Partners or their duly authorized representatives during reasonable business hours.

(b) Each Limited Partner shall have the right to obtain from the General Partner, from time to time, upon reasonable demand, and subject to such reasonable standards as may be established by the General Partner and for any purpose reasonably related to the Limited Partner’s interest as a limited partner: (i) true and full information regarding the state of the business and the financial condition of the Partnership; (ii) promptly after becoming available, copies of the Partnership’s federal, state, and local income tax returns for each year; and (iii) such other information regarding the Partnership as is just and reasonable.

(c) The fiscal year end and taxable year end of the Partnership shall be January 31.

18. Waiver. A Partner may from time to time waive, directly or indirectly, any requirements placed upon another Partner under the terms of this Agreement. No consent or waiver, express or implied, by any Partner with respect to any breach, default or failure to act by another Partner hereunder shall be deemed or construed to be a consent or waiver with respect to any other breach, default or failure to act by such Member of the same provision or any other provision of this Agreement. Failure on the part of any Partner to complain of any act or failure to

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act of another Partner or to declare such other Partner in default shall not be deemed or constitute a waiver by such Partner of any rights hereunder.

19. Miscellaneous. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

20. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Florida, all rights and remedies being governed by said laws.

IN WITNESS WHEREOF, the undersigned intending to be legally bound hereby, have duly executed this Agreement of Limited Partnership effective as of the 22nd day of November, 2004.

GENERAL PARTNER:
Hughes GP & Management, Inc., a Delaware corporation
By:	/s/ John Z. Paré
	John Z. Paré, Secretary
LIMITED PARTNER:
Hughes Plumbing Holdings, LLC, a Florida limited liability company
	By:	Hughes GP & Management, Inc., a Delaware corporation, its Manager
		By:	/s/ John Z. Paré
			John Z. Paré, Secretary

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EX-3.36

Exhibit 3.36

ARTICLES OF INCORPORATION

OF

HUGHES EMPLOYEE MANAGEMENT, INC.

The undersigned incorporator delivers these Articles of Incorporation in order to form a corporation under the Florida Business Corporation Act.

ARTICLE I

Name

The name of the Corporation shall be HUGHES EMPLOYEE MANAGEMENT, INC.

ARTICLE II

Principal Office

The principal office of the Corporation is located at One Hughes Way, Orlando, Florida 32805-2232, and its mailing address is the same.

ARTICLE III

Corporate Purposes, Power and Rights

The purpose of the Corporation is to engage in any activity or business permitted under the laws of the United States and the State of Florida.

ARTICLE IV

Duration of the Corporation

Existence of the Corporation shall commence on the date all fees are paid and these Articles of Incorporation are filed by the Secretary of State and the Corporation shall exist perpetually unless dissolved according to law.

ARTICLE V

Authorized Stock

The total number of shares of capital stock which the Corporation has the authority to issue is 10,000 shares of Common Stock, with a $0.01 par value per share.

ARTICLE VI

Registered Office and Registered Agent

The street address of the initial registered office of the Corporation in the State of Florida shall be 1201 Hayes Street, Tallahassee, Florida 32301. The initial registered agent of the Corporation at the registered office shall be Corporation Service Company.

ARTICLE VII

Incorporator

The name and address of the incorporator of the Corporation is:

Name	Address
Glenn A. Adams	200 S. Orange Ave., Suite 2600
	Orlando, Florida 32801

Executed this 22^nd day of April, 2005.

Glenn A. Adams, Incorporator

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ACCEPTANCE OF REGISTERED AGENT

Having been named as Registered Agent and to accept service of process for the above stated corporation at the place designated in this Certificate, we hereby accept the appointment as Registered Agent and agree to act in this capacity. We further agree to comply with the provisions of all statutes relating to the proper and complete performance of our duties, and we are familiar with and accept the obligations of our position as Registered Agent.

CORPORATION SERVICE COMPANY

By:                                                                                                

Name:                                                                                           

Title:                                                                                             

Date:                                                                                   , 2005

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ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

HUGHES EMPLOYEE MANAGEMENT, INC.

Pursuant to Sections 607.1005 and 607.1006 of the Florida Business Corporation Act, the Articles of Incorporation of Hughes Employee Management, Inc., a Florida corporation (the “Corporation”), are hereby amended according to these Articles of Amendment:

FIRST:	The name of the Corporation is Hughes Employee Management, Inc.
SECOND:	Article I of the Articles of Incorporation is amended in its entirety to read as follows:

“ARTICLE I

Name

The name of the Corporation shall be HUGHES SUPPLY MANAGEMENT, INC.”

THIRD: The foregoing amendment was adopted by the incorporator of the Corporation on April 27, 2005 without shareholder action. Pursuant to Section 607.1005, shareholder action was not required.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this 27^th day of April, 2005.

/s/ Glenn A. Adams

Glenn A. Adams, Incorporator

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EX-3.37

Exhibit 3.37

BYLAWS

OF

HUGHES SUPPLY MANAGEMENT, INC.

f/k/a Hughes Employee Management, Inc.,

a Florida corporation

(the “Corporation”)

ARTICLE I. MEETINGS OF SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders of the Corporation for the election of directors and the transaction of other business shall be held each year on the date and at the time and place that the board of directors determines. If any annual meeting is not held, by oversight or otherwise, a special meeting shall be held as soon as practical, and any business transacted or election held at that meeting shall be as valid as if transacted or held at the annual meeting.

Section 2. Special Meetings. Special meetings of the shareholders for any purpose shall be held when called by the president or the board of directors, or when demanded in writing by the holders of not less than 10% (unless a greater percentage not to exceed 50% is required by the articles of incorporation) of all the shares entitled to vote at the meeting. Such demand must be delivered to the Corporation’s secretary. A meeting demanded by shareholders shall be called for a date not less than 10 nor more than 60 days after the demand is made, unless the shareholders demanding the meeting designate a later date. The secretary shall issue the call for the meeting, unless the president, the board of directors, or shareholders requesting the meeting designate another person to do so. The shareholders at a special meeting may transact only business that is related to the purposes stated in the notice of the special meeting.

Section 3. Place. Meetings of shareholders may be held either within or outside the state of incorporation of the Corporation.

Section 4. Notice. A written notice of each meeting of shareholders, stating the place, day, and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each shareholder of record entitled to vote at the meeting, not less than 10 nor more than 60 days before the date set for the meeting, either personally or by first class mail, by or at the direction of the president, the secretary, or the officer or other persons calling the meeting. If mailed, the notice shall be considered delivered when it is deposited in the United States mail, postage prepaid, addressed to the shareholder at his address as it appears on the records of the Corporation.

Section 5. Waivers of Notice. Whenever any notice is required to be given to any shareholder of the Corporation under these bylaws, the articles of incorporation or applicable law, a

written waiver of notice, signed at any time by the person entitled to notice, shall be equivalent to giving notice. Attendance by a shareholder entitled to vote at a meeting, in person or by proxy, shall constitute a waiver of (a) notice of the meeting, except when the shareholder attends a meeting solely for the purpose, expressed at the beginning of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called or convened, and (b) any objection to consideration of a particular matter at the meeting that is not within the purpose of the meeting unless the shareholders object to considering the matter when it is presented.

Section 6. Closing Transfer Books or Fixing Record Date. For the purpose of determining the shareholders for any purpose, the board of directors may either require the stock transfer books to be closed for up to 70 days or fix a record date, which shall be not more than 70 days before the date on which the action requiring the determination is to be taken. If the purpose is to determine shareholders entitled to vote at a meeting, the books shall be closed, or the record date shall be, at least 10 days before the date on which the action is to be taken. If the transfer books are not closed and no record date is fixed for the determination of shareholders, the date on which notice of the meeting is mailed or the date on which the board of directors adopts a resolution declaring the dividend or authorizing the action that would require a determination of shareholders shall be the record date. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, that determination shall apply to any adjournment of the meeting, unless the board of directors fixes a new record date. The board of directors shall fix a new record date if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

Section 7. Shareholders’ List for Meeting. At least 10 days before each meeting of shareholders, the officer or agent having charge of the stock transfer book for shares of the Corporation shall make a complete list of the shareholders entitled to vote at the meeting, listing each shareholder’s address and the number, class, and series of shares that he holds. For 10 days before the meeting, the list shall be kept on file at the Corporation’s principal office, registered agent’s office, transfer agent’s office or at a place identified in the meeting notice in the city where the meeting will be held, and any shareholder may inspect the list at any time during regular business hours. The list shall be available at the meeting and any shareholder, his agent or attorney is entitled to inspect the list at any time during the meeting or its adjournment.

If the requirements of this section have not been substantially complied with, the meeting, on the demand of any shareholder in person or by proxy, shall be adjourned until the requirements of this section are met. If no demand for adjournment is made, failure to comply with the requirements of this section does not affect the validity of any action taken at the meeting.

Section 8. Shareholder Quorum and Voting. A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of a majority of the shares entitled to vote on the matter is the act of the shareholders unless otherwise provided by law. A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact. After a quorum has been established at a shareholders’ meeting, a withdrawal of shareholders that reduces the number of shareholders entitled to vote at the meeting below the number required for a quorum

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does not affect the validity of an adjournment of the meeting or an action taken at the meeting prior to the shareholders’ withdrawal.

Authorized but unissued shares (including those redeemed or otherwise reacquired by the corporation), shares of stock of this Corporation owned by another corporation the majority of the voting stock of which is owned or controlled by this Corporation, and shares of stock of this Corporation that it holds in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any time. The president, any vice president, the secretary, and the treasurer of a corporate shareholder are presumed to possess, in that order, authority to vote shares standing in the name of a corporate shareholder, absent a bylaw or other instrument of the corporate shareholder designating some other officer, agent, or proxy to vote the shares. Shares held by an administrator, executor, guardian, or conservator may be voted by him without a transfer of the shares into his name. A trustee may vote shares standing in his name, but no trustee may vote shares that are not transferred into his name. If he is authorized to do so by an appropriate order of the court by which he was appointed, a receiver may vote shares standing in his name or held by or under his control, without transferring the shares into his name. A shareholder whose shares are pledged may vote the shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares unless the instrument creating the pledge provides otherwise.

Section 9. Action by Shareholders without a Meeting. Unless otherwise provided in the articles of incorporation, any action required or permitted to be taken at any annual or special meeting of shareholders of the Corporation may be taken without a meeting, without prior notice, and without a vote if one or more consents, in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and filed in the minutes of the proceedings of the shareholders. A written consent may be revoked prior to the date that the Corporation receives the required number of consents to authorize the proposed action by providing to the Secretary of the Corporation written notice of revocation.

ARTICLE II. DIRECTORS

Section 1. Function. Subject to any limitations imposed by law, if applicable, the business of this Corporation shall be managed and its corporate powers exercised by the board of directors.

Section 2. Number. The board of directors of the Corporation shall consist of not less than one (1) nor more than fifteen (15) members, the number thereof to be determined from time to time by the board of directors or the shareholders entitled to vote. The number of directors may be either increased or decreased from time to time, as determined by the shareholders or the board of directors. No decrease shall have the effect of shortening the term of any incumbent director, unless the director is removed pursuant to these bylaws.

Section 3. Qualification. Each member of the board of directors must be a natural person who is eighteen years of age or older. A director need not be a resident of the state of incorporation of the Corporation or a shareholder of the Corporation.

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Section 4. Election and Term. Each person named in the articles of incorporation as an initial director shall hold office until the first annual meeting of shareholders and until such person’s successor has been elected and qualified or until such person’s earlier resignation, removal from office, or death. At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term for which he is elected and until his successor is elected and qualifies or until his earlier resignation, removal from office, or death.

Section 5. Compensation. The board of directors has authority to fix the compensation of the directors, as directors and as officers.

Section 6. Duties of Directors. A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he serves, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation.

Section 7. Presumption of Assent. A director of the Corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is presumed to have assented to the action unless he votes against it or expressly abstains from voting on the action taken, or, he objects at the beginning of the meeting to the holding of the meeting or transacting specific business at the meeting.

Section 8. Vacancies. Unless filled by the shareholders, any vacancy occurring in the board of directors, including any vacancy created because of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even if the number of remaining directors does not constitute a quorum of the board of directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 9. Removal or Resignation of Directors. At a meeting of shareholders called for that purpose, the shareholders, by a vote of the holders of a majority of the shares entitled to vote at any election of directors may remove any director, or the entire board of directors, with or without cause, and fill any vacancy or vacancies created by the removal. A director may resign at any time by delivering written notice to the board of directors or its president of the corporation. A resignation is effective when the notice is delivered unless the notice specifies later effective date. If a resignation is made effective at a later date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

Section 10. Quorum and Voting. A majority of the board of directors constitutes a quorum for the transaction of business. The act of the majority of the directors at a meeting at which a quorum is present is the act of the board of directors.

Section 11. Place of Meetings. Regular and special meetings by the board of directors may be held within or outside the state of incorporation of the Corporation.

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Section 12. Regular Meetings. A regular meeting of the board of directors shall be held without notice, other than through this bylaw, immediately after and at the same place as the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than the resolution.

Section 13. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any directors.

Section 14. Notice of Meetings. Written notice of the time and place of special meetings of the board of directors shall be given to each director by either personal delivery or by first class United States mail, telegram, cablegram, facsimile or electronic mail at least two days before the meeting. Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of the meeting and all objections to the time and place of the meeting, or the manner in which it has been called or convened, except when the director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Notice of any adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Section 15. Method of Meeting. Members of the board of directors may participate in a meeting of the board by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means constitutes presence in person at a meeting.

Section 16. Action Without a Meeting. Any action required to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors or a committee of the directors, may be taken without a meeting if a written consent, setting forth the action to be taken and signed by all the directors or committee members, is filed in the minutes of the proceedings of the board or the committee before the action is taken. All directors need not sign the same document. A unanimous, written consent has the same effect as a unanimous vote.

Section 17. Facsimile Signatures. Any director may file with the secretary of the Corporation a written example of his signature. A facsimile of that signature on a document of the Corporation shall have the same legal effect as if the director had actually signed the original document.

Section 18. Executive and Other Committees. The board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in the

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resolution, has and may exercise all the authority of the board of directors, except as limited by the laws of the state of incorporation of the Corporation. All requirements applying to the board of directors regarding meetings, notice, waiver of notice, quorum and voting apply to committees and their members as well. Each committee will have two or more members who serve at the pleasure of the board of directors. The board of directors, by resolution adopted in accordance with this section, may designate one or more directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee. Neither the creation of any committee, the delegation of authority to any committee, nor action by any committee will alone constitute compliance by any director not a member of such committee with such director’s obligation to act in good faith, in a manner reasonably believed to be in the best interest of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

ARTICLE III. OFFICERS

Section 1. Officers. The officers of the Corporation shall consist of a president, a secretary, and a treasurer, and may include a chairman, a chief executive officer, a chief operating officer, a chief financial officer, one or more presidents of divisions, vice presidents, one or more assistant secretaries, one or more assistant treasurers and any additional officers or agents elected by the board of directors. The officers shall be elected initially by the board of directors and thereafter at the first meeting of the board following the annual meeting of the shareholders in each year. The board from time to time may elect or appoint other officers, assistant officers, and agents, who shall have the authority and perform the duties prescribed by the board. An elected or duly appointed officer may, in turn, appoint one or more officers or assistant officers, unless the board of directors disapproves or rejects the appointment. All officers shall hold office until their successors have been appointed and have qualified or until their earlier resignation, removal from office, or death. One person may simultaneously hold any two or more offices. The failure to elect a president, secretary, or treasurer shall not affect the existence of the Corporation.

Section 2. President. The president, subject to the directions of the board of directors, shall supervise the administration of the general and active management of the business and affairs of the Corporation. The president has the power to sign certificates of stock, bonds, deeds, contracts and any other corporate obligation or other instrument for the Corporation, and in the absence of an elected chairman the president shall preside as chairman at all meetings of the board of directors or shareholders.

Section 3. Vice Presidents. Each vice president has the power to sign bonds, deeds, and contracts for the Corporation and shall have the other powers and perform the other duties prescribed by the board of directors or the president. Unless the board otherwise provides, if the president is absent or unable to act, the vice president who has served in that capacity for the longest time and who is present and able to act shall perform all the duties and may exercise any of the powers of the president. Any vice president may sign, with the secretary or assistant secretary, certificates for stock of the Corporation.

Section 4. Secretary. The secretary shall have the power to sign contracts and other instruments for the Corporation and shall (a) keep the minutes of the proceedings of the

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shareholders and the board of directors in one or more books provided for that purpose, (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, (c) maintain custody of the corporate records and the corporate seal, attest the signatures of officers who execute documents on behalf of the Corporation, authenticate records of the Corporation, and assure that the seal is affixed to all documents of which execution on behalf of the Corporation under its seal is duly authorized, (d) keep a register of the post office address of each shareholder that shall be furnished to the secretary by the shareholder, (e) sign with the president, or a vice president, certificates for shares of stock of the Corporation, the issuance of which have been authorized by resolution of the board of directors, (f) have general charge of the stock transfer books of the Corporation, and (g) in general perform all duties incident to the office of secretary and other duties as from time to time may be prescribed by the president or the board of directors.

Section 5. Treasurer. The treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation, (b) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit monies in the name of the Corporation in the banks, trust companies, or other depositaries as shall be selected by the board of directors, and (c) in general perform all the duties incident to the office of treasurer and other duties as from time to time may be assigned to him by the president or the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in the sum and with the surety or sureties that the board of directors determines.

Section 6. Removal of Officers. An officer or agent elected or appointed by the board of directors or appointed by another officer may be removed by the board whenever in its judgment the removal of the officer or agent will serve the best interests of the Corporation. Any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer. Removal shall be without prejudice to any contract rights of the person removed. The appointment of any person as an officer, agent, or employee of the Corporation does not create any contract rights. The board of directors may fill a vacancy, however occurring, in any office. An officer may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date. An officer’s resignation does not affect the officer’s contract rights, if any, with the Corporation.

Section 7. Salaries. The board of directors from time to time shall fix the salaries of the officers, and no officer shall be prevented from receiving his salary merely because he is also a director of the Corporation.

ARTICLE IV. INDEMNIFICATION

Any person, his heirs, or personal representative, made, or threatened to be made, a party to any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative, because he, his testator, or intestate is or was a director, officer, employee, or agent of this Corporation or serves or served any other corporation or other enterprise in any capacity at the request of this Corporation, shall be indemnified by this Corporation, and this Corporation will advance his related expenses to the full extent permitted by applicable law. In discharging his duty,

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any director, officer, employee, or agent, when acting in good faith, may rely upon information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by (1) one or more officers or employees of the Corporation whom the director, officer, employee, or agent reasonably believes to be reliable and competent in the matters presented, (2) counsel, public accountants, or other persons as to matters that the director, officer, employee, or agent believes to be within that person’s professional or expert competence, or (3) in the case of a director, a committee of the board of directors upon which he does not serve, duly designated according to law, as to matters within its designated authority, if the director reasonably believes that the committee is competent. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which the person, his heirs, or personal representatives may be entitled. The Corporation may, upon the affirmative vote of a majority of its board of directors, purchase insurance for the purpose of indemnifying these persons. The insurance may be for the benefit of all directors, officers, or employees.

ARTICLE V. STOCK CERTIFICATES

Section 1. Issuance. Shares may but need not be represented by certificates. The board of directors may authorize the issuance of some or all of the shares of the Corporation of any or all of its classes or series without certificates. If certificates are to be issued, the share must first be fully paid.

Section 2. Form. Certificates evidencing shares in this Corporation shall be signed by the president or a vice president and the secretary, assistant secretary or any other officer authorized by the board of directors, and may be sealed with the seal of this Corporation or a facsimile of the seal. Unless the Corporation’s stock is registered pursuant to every applicable securities law, each certificate shall bear an appropriate legend restricting the transfer of the shares evidenced by that certificate.

Section 3. Lost, Stolen, or Destroyed Certificates. The Corporation may issue a new certificate in the place of any certificate previously issued if the shareholder of record (a) makes proof in affidavit form that the certificate has been lost, destroyed, or wrongfully taken, (b) requests the issue of a new certificate before the Corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim, (c) if requested by the Corporation, gives bond in the form that the Corporation directs, to indemnify the Corporation, the transfer agent, and the registrar against any claim that may be made concerning the alleged loss, destruction or theft of a certificate, and (d) satisfies any other reasonable requirements imposed by the Corporation.

Section 4. Restrictive Legend. Every certificate evidencing shares that are restricted as to sale, disposition, or other transfer shall bear a legend summarizing the restriction or stating that the Corporation will furnish to any shareholder, upon request and without charge, a full statement of the restriction.

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ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and the word “seal” inscribed on it, and may be a facsimile, engraved, printed, or an impression seal.

ARTICLE VIII. FISCAL YEAR

The fiscal year of the Corporation shall be determined by resolution of the board of directors.

ARTICLE IX. AMENDMENT

These bylaws may be repealed or amended, and additional bylaws may be adopted, by either a vote of a majority of the full board of directors or a vote of the holders of a majority of the issued and outstanding shares entitled to vote, but the board of directors may not amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that the bylaw is not subject to amendment or repeal by the directors.

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EX-3.38

Exhibit 3.38

CERTIFICATE OF INCORPORATION

OF

HUGHES SUPPLY MANAGEMENT SERVICES, INC.

FIRST: The name of the corporation is Hughes Supply Management Services, Inc. (the “Corporation”).

SECOND: The registered office of the Corporation in the State of Delaware is located at 1201 Market Street, Suite 1700 Wilmington, County of New Castle, Delaware 19801. The registered agent of the Corporation at that address is Delaware Incorporators & Registration Services, Inc.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The Corporation shall have authority to issue Three Thousand (3,000) shares of common stock with a par value of $1.00 per share.

FIFTH: The Corporation shall indemnify directors and officers of the Corporation to the fullest extent permitted by^. law.

SIXTH: The directors of the Corporation shall incur no personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director; provided however, that the directors of the Corporation shall continue to be subject to liability (i) for any breach of their duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law. (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the directors derived an improper personal Delaware, or (iv) for any transaction from which the directors derived an improper personal

benefit. In addition, the personal liability of directors shall further be limited or eliminated to the fullest extent permitted by any future amendments to Delaware law.

SEVENTH: The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, the number of members of which shall be set forth in, or determined in accordance with, the bylaws of the Corporation. The directors need not be elected by ballot unless required by the bylaws of the Corporation.

EIGHTH: The directors of the Corporation shall have the power to make, alter or amend the bylaws.

NINTH: The Corporation reserves the right to amend or repeal any provision contained in this Certificate of incorporation in the manner now or hereinafter prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

TENTH: The name and mailing address of the incorporator is Delaware Incorporators & Registration Service, Inc., 1201 Market Street, Suite 1700, Wilmington, Delaware 19801.

ELEVENTH: The powers of the Incorporator shall terminate upon the election of director’s.

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THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware does make, file and record this Certificate of Incorporation, and accordingly, has hereunto executed this Certificate of Incorporation this 9^th day of June, 1998.

DELAWARE INCORPORATORS & REGISTRATION SERVICE. INC.
By:	/s/ Gordon W. Stewart
	Gordon W. Stewart
	President

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EX-3.39

Exhibit 3.39

BYLAWS

OF

HUGHES SUPPLY MANAGEMENT SERVICES INC.

Adopted as of June 30, 1998

ARTICLE I - STOCKHOLDERS

Section 1. Annual Meeting.

An annual meeting_. of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction, of such other business as may properly come before the meeting, shall be held on any weekday which is not a holiday as shall be designated by the^. Board and stated in the notice of the meeting.

Section 2. Special meetings.

Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors, the Chairperson or the President or as otherwise provided by law or the Certificate of Incorporation, on such date, and at such time as they or he or she shall fix, and a majority of the stockholders may call a special meeting of directors in accordance with Section 4 of Article II of these Bylaws.

Section 3. Notice of Meetings.

Written notice of the place, date and time of all meetings of the stockholders shall be given, not less than ten nor more than sixty days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, has required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the corporation).

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4. Quorum.

At any meeting of the stockholders, the holders of a majority of all of the shares of the stock is entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required herein or by law.

If a quorum shall fail to attend my meeting, the Chairperson of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another date, time or place.

If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

Section 5. Organization.

The Chairperson of the Board. or, in the absence of such Chairperson, the President of the corporation or, in the President’s absence, such person as may be chosen by the Board, or if not

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so chosen, as selected by holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as Chairperson of the meeting. In the absence of the Secretary of the corporation, the Secretary of the meeting shall be such person as the Chairperson of the meeting appoints.

Section 6. Conduct of Business.

The Chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order.

Section 7: Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

Each stockholder shall have one vote for every share of stock entitled to vote which is registered in such stockholder’s name on the record date for the meeting, except as otherwise provided herein or required by law.

All voting, including on the election of directors, but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or such stockholder’s proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the Chairperson of the meeting.

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No proxy shall be voted on or after three (3) years from its date, unless the proxy provides for a longer period.

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast.

Section 8. Stock List.

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of such stockholder and the number of shares registered in such stockholder’s name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if no so specified, at a place where the meeting is to be held.

The stock list shall also be kept at the place of the meeting dining the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and number of shares held by each of them.

Section 9. Consent of Stockholders in Lieu of Meeting.

Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding

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stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II - BOARD OF DIRECTORS.

Section 1. Number and Term of Office.

The number of directors who shall constitute the whole board shall be such number as the Board of Directors shall at the time have designated, except that in the. absence of any such designation, such number shall be selected for a term of one year and until such director’s successor is elected and qualified, except as otherwise provided herein or required by law.

Whenever the authorized number of directors is increased between annual meetings of the stockholders a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not .become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.

Section 2. Vacancies.

If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until such director’s successor is elected and qualified.

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Section 3. Regular Meetings

Regular meetings of the Board of Directors shall be held at such place or places, on such. date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 4. Special Meetings.

Special meetings of the Board of Directors may be called only by the Chairperson, the President, or their respective delegates, a majority of the directors or a majority of the stockholders shall be held at such place, on such date and at such time as the authorized person(s) calling such special meeting shall be given. Notice of the place, date, and time of each such special meeting shall be given in accordance with Article 8, Section 1 to each director, by whom it is not waived, by mailing or hand delivering written notice not less than five days before the meeting or by other means described in Article 8, Section 1 not less than twenty-four hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 5. Quorum

At any meeting of the Board of Directors, fifty percent (50%) of the total number of the whole board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to any place, date, or time, without further notice or waiver thereof.

Section 6. Participation in Meetings Conference Telephone.

Notwithstanding any provision of these bylaws to the contrary, members of the Board of Directors, or of any committee thereon, may participate in a meeting of such board or committee

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by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 7. Chairperson of the Board

The Board of Directors shall elect, at its organizational meeting and each annual meeting, a Chairperson of the Board (the “Chairperson”), who shall be a director and who shall hold office until the next annual meeting of the Board and until such Chairperson’s successor is elected and qualified or until such time Chairperson’s earlier resignation or removal by act of the Board. The Chairperson shall preside at meetings of the stockholders and the Board. In the absence of the Chairperson, the President shall preside at meetings of the stockholders and the Board, or in the President’s absence, such person as designated by the Board of Directors in accordance with these Bylaws.

Section 8. Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

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Section 9. Compensation of Directors.

At the option of the Board of Directors, directors may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

Section 10. Removal of Directors.

Any director of the corporation may be removed at any time with or without cause by a majority vote of the stockholders.

ARTICLE III – COMMITTEES

Section 1. Committees of the Board of Directors.

The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate, committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend or to authorize the issuance of stock if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in such member’s place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified

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member. The Board of Directors may, from time to time, suspend, alter, continue or terminate any committee or the powers and functions thereof.

Section 2. Officers’ Committee.

Subject to the approval of the Board, the Chairperson may appoint, or may provide for the appointment of, committees consisting of officers or other persons, with chairpersonships, vice chairpersonships and secretaryships and such duties and powers as the Chairperson may, from time to time, describe and prescribe. The Board or the Chairperson may, from time to time, suspend, alter, continue or terminate any of such committees or the powers and functions thereof.

Section 3. Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein of required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

ARTICLE IV - OFFICERS

Section 1. Generally.

The officers of the corporation shall consist of a President, a Treasurer, a Secretary and such other officers, including, for example, Vice Presidents, Assistant Treasurers and Assistant Secretaries, as may from time to time be appointed by the Board of Directors. Officers shall be

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elected by the Board of Directors which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal.

One person may hold more than one of the offices specified in this section and may have such other titles as the Board of Directors may determine.

Section 2. The President.

The President shall be the chief executive officer of the corporation. Subject to the provisions of these bylaws and to the direction of the Board of Directors, the President shall have the responsibility for the general management and control of the business and affairs of the corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to the President by the Board of Directors. The President shall have power to sign all stock certificates, contracts and other instruments of the corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the Corporation.

Section 3. Vice President.

There may be such number of Vice Presidents as the Board of Directors shall appoint. Any such Vice President shall have such powers and duties as may be delegated to the Vice President by the Board of Directors. A Vice President may be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability. In the absence of the Chairperson, the President, and the Executive Vice Presidents, one Vice President so designated by the Board of Directors shall preside at meetings of the stockholders and the Board of Directors.

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Section 4. Treasurer/Assistant Treasurer.

The Treasurer shall have the responsibility for maintaining the financial records of the corporation and shall have custody of all monies and securities of the corporation. The Treasurer shall make such disbursements of the funds of the corporation as are authorized and shall render from time to an account of all such transactions and of the financial condition of the corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe. The Board of Directors may also elect an Assistant Treasurer, if deemed necessary or appropriate, who shall have such powers and duties of the Treasurer, as determined by the Board of Directors.

Section 5. Secretary/Assistant Secretary.

The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. The Secretary shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe. The Board of Directors may also elect an Assistant Secretary, if deemed necessary or appropriate, who shall have such powers and duties of the Secretary, as determined by the Board of Directors.

Section 6. Delegation.

The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agent, notwithstanding any provision hereof.

Section 7. Removal.

Any officer of the corporation may be removed at any time, with or without cause, by the Board of Directors.

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Section 8. Action with Respect to Securities of Other Corporations.

Unless otherwise directed by the Board of Directors, the President or any Executive Vice President, or their respective delegates, shall have power to vote and otherwise act on behalf of the corporation, in person or by proxy; at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V - STOCK

Section 1. Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by, or in the name of the corporation by, the President and the Secretary, or such other officers as authorized by the Board, certifying the number of shares owned by such stockholder.

Section 2. Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by transfer agents designated to transfer shares of the stock of the corporation. Except where a certificate is issued in accordance with Section 4 of this Article V, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3. Record Date.

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than

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sixty nor less than ten days before the date of such meeting. A determination of stockholders of record entitled to or to vote at a meeting of stockholders shall apply to any adjournment of the meeting provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record data shall not precede the date upon which the resolution fixing the record date is adopted, and which, record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 4. Lost, Stolen or Destroyed Certificates.

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning. the giving of a satisfactory bond or bonds of indemnity.

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Section 5. Regulations.

The issue, transfer, conversion and regulation of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI - PURPOSES AND POWERS

Section 1. Purposes and Powers.

The purpose of the corporation is to, and the corporation shall have the power to, engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE VII - INDEMNIFICATION AND INSURANCE

Section 1. Scope.

Except as prohibited by law, every person shall be entitled as of right to be indemnified by the corporation against reasonable expense and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the corporation or otherwise, by reason of such person being or having been a director or officer of the corporation or by reason of the fact that such officer or director of the corporation is or was serving at the request of the corporation as a director, officer, employee, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as “action”). Such indemnification shall include the right to have expenses incurred by such person in connection with an action paid in advance by the corporation prior to final disposition of such action, subject to subsequent determination of the right to be so indemnified. Persons who are not directors or

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officers of the corporation may be similarly indemnified in respect of service to the corporation or to another such entity at the request of the corporation to the extent the Board of Directors at any time determines that such person is entitled to the benefits of this Article. As used herein, “expense” shall include fees and expenses of counsel selected by such person; and “liability” shall include amounts of judgments, excise taxes, fines and penalties, and amounts paid in settlement of an action.

Section 2. Means of Indemnification.

The corporation may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person against such liability or expense asserted or incurred by such person in connection with any action, whether or not the corporation would have the power to indemnify such person against such liability or expense by law or under this Article. The corporation may create a trust fund, grant a security interest, cause a letter of credit to be issued or use other means (whether or not similar to the foregoing) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

Section 3. Agreement for Indemnification.

The corporation shall have the express authority to enter into such agreements as the Board of Directors deems appropriate for the indemnification, including advancement of expenses, of present or future directors and officers of the corporation and other persons in connection with their service to, or status with, the corporation or any other corporation, partnership, joint venture, trust, employee benefit plan or other entity with whom such director, officer or other person is serving at the request of the corporation.

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Section 4. Nature of Right of Indemnification.

The right of _.indemnification provided for herein (i) shall not be deemed exclusive of any other, rights to which those seeking indemnification hereunder may be entitled, (ii) shall be deemed to create contractual rights in favor of persons entitled to indemnification hereunder, (iii) shall continue as to persons who have ceased to have the status pursuant to which they were entitled or were determined be entitled to indemnification hereunder and (iv) shall be applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof. The rights of indemnification provided for herein may not be amended, modified or repealed so as to limit in any way the indemnification provided for herein with respect to any acts or omissions occurring prior to the effective date of any such amendment, modification or repeal.

Section 5. Non-Payment by Corporation.

In the event any indemnification or advance of expenses to which a person is entitled under this Article is not paid in full by the corporation within 30 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. The corporation shall promptly reimburse the claimant for all costs and expenses, including attorneys’ fees, incurred in bringing and pursuing such action, subject to the corporation’s right to recover the amount of such reimbursement in the event and to the extent that it is ultimately determined by the final judgment of a court of competent jurisdiction that the claimant is not entitled to indemnification under this Article.

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ARTICLE VIII - NOTICES

Section 1. Notices.

Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer or agent, shall be in writing and may in every instance be effectively given by hand delivery to the receipt thereof, by depositing such notice in the mails, postage prepaid, by sending such notice by Federal Express or similar overnight courier, by sending such notice by prepaid telegram or mailgram or by sending such notice by telecopy or similar facsimile transmission. Any such notice shall be addressed to such stockholder, director, officer, employee, or agent at his or her last known address as the same appears on the books of the corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails, by overnight courier, by telegram or mailgram or by telecopy or similar facsimile shall be at the time of the giving of the notice.

Section 2. Waivers.

A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

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ARTICLE IX - MISCELLANEOUS

Section 1. Corporate Seal.

The Board of Directors may provide a suitable seal, containing the name of the corporation, which seal shall be in the charge of the Secretary. Duplicates of the seal may be kept and used by the Treasurer or Secretary or by an Assistant Secretary or Assistant Treasurer.

Section 2. Reliance upon Books, Reports and Records.

Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his or her duties be fully protected by relying in good faith upon the books of account or other records of the corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

Section 3. Fiscal Year.

The fiscal year of the corporation shall be fixed by the Board of Directors.

Section 4. Time Periods.

In applying any provision of these bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE X - AMENDMENTS

Section 1. Amendments.

These bylaws may be amended, suspended or repealed in a manner consistent with law at any regular or special meeting of the Board of Directors by vote of a majority of the entire board

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or at any stockholders meeting called and maintained in accordance with Article I of these bylaws. Such amendment, suspension or repeal may be evidenced by resolution or as the Board may otherwise deem appropriate.

The undersigned, Secretary of Hughes Supply Management Services, Inc., does hereby certify that the foregoing is a true copy of the bylaws of Hughes Supply Management Services Inc., and that the same are in full force and effect as of the date indicated below.

Dated: As of June 30, 1998

/s/ Benjamin P. Butterfield

Benjamin P. Butterfield

Secretary

[SEAL]

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EX-3.40

Exhibit 3.40

CERTIFICATE OF INCORPORATION

OF

HUGHES SUPPLY SHARED SERVICES, INC.

The undersigned, for the purpose of organizing a corporation under the provisions and subject to the requirements of Delaware General Corporation Law, hereby certifies that:

FIRST: The name of the corporation (hereafter called the “Corporation”) is Hughes Supply Shared Services, Inc.

SECOND: The address, including street, number, city, and county of the registered offices of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle; and the name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Service Company.

THIRD: The Corporation is formed for the purpose of engaging in any lawful business or activity on a cooperative basis and to exercise all such powers in any capacity and on any cooperative basis that may be agreed upon.

FOURTH:

Section 1. Classes and Authorized Amounts. The aggregate number of shares which the Corporation has the authority to issue is one hundred one thousand (101,000) shares with a par value of $1.00 each. One thousand (1,000) shares are designated as Class A Common Stock (“Class A Common”), and one hundred thousand (100,000) shares are designated as Class B Non-Voting Common Stock (“Class B Common”) (the Class A Common and the Class B Common may be referred to hereinafter collectively as the “Common Stock”).

Section 2. Common Stock. The Common Stock of the Corporation may be purchased, owned, or held only by shareholders who (1) patronize the Corporation in accordance with uniform terms and conditions prescribed by the Corporation, and (2) have been approved by the board of directors.

Except as otherwise provided below in this Article VII or as otherwise required by applicable law, all shares of Class A Common and Class B Common shall be identical in all respects except that holders of Class A Common shall be entitled to one vote per share on all matters to be voted on by the shareholders of the Corporation, and holders of Class B Common shall have no right to vote on any matter to be voted on by the shareholders of the Corporation.

Each shareholder shall hold only one share of Class A Common and each eligible holder of Class A Common shall be entitled to only one vote in any meeting

of the shareholders upon each matter submitted to vote at a meeting of the shareholders. In the event the board of directors of the Corporation shall find, following a hearing, that any of the Common Stock of the Corporation has come into the hands of any person who is not eligible for equity ownership, or that the holder thereof has ceased to be an eligible shareholder, such holder shall have no rights or privileges on account of such stock, or vote or voice in the management or affairs of the Corporation other than the right to participate in accordance with law in case of dissolution. The Corporation shall repurchase such stock for par value. If such holder fails to deliver any certificate evidencing the stock, the Corporation may cancel such certificate on its books and records, and the certificate is thereby null and void.

The Common Stock of the Corporation may be transferred only with the consent of the board of directors of the Corporation and on the books of the Corporation, and then only to persons eligible to hold it. No purported assignment or transfer of Common Stock, nor the rights or privileges on account of such stock, nor a vote or voice in the management of the affairs of the Corporation, shall pass to any person not eligible to hold it.

The Corporation shall have a lien on all of its issued Common Stock for all indebtedness of the holders thereof to the Corporation. No dividends shall be paid on the Common Stock other than as described in the bylaws of the Corporation.

The holders of Class A Common and Class B Common shall be entitled to participate in distributions to the holders of Common Stock in any dissolution of the Corporation as further described in the bylaws of the Corporation.

FIFTH: The name and mailing address of the incorporator are: Benjamin P. Butterfield, 20 North Orange Avenue, Suite 200, Orlando, Florida 32801.

SIXTH: The power of the incorporator shall terminate upon the filing of this certificate of incorporation. The names and addresses of those who are to serve as the initial directors are:

NAME	ADDRESS
Benjamin P. Butterfield	20 North Orange Avenue, Suite 200 Orlando, FL 32801

SEVENTH: The Corporation shall have the following powers:

(a) To borrow money without limitation as to amount of corporate indebtedness or liability; to give a lien on any of its property as security therefore in any manner permitted by law; and to make advance payments and advances to shareholders.

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(b) To act as the agent or representative of any shareholder or shareholders in any of the activities authorized in the Third provision hereof.

(c) To buy, lease, hold, and exercise all privileges of ownership over such real or personal property as may be necessary or convenient for the conduct and operation of the business of the Corporation, or incidental thereto.

(d) To draw, make, accept, endorse, guarantee, execute, and issue promissory notes, bills of exchange, drafts, warrants, certificates, and all kinds of obligations and negotiable or transferable instruments for any purpose that is deemed to further the objects for which the Corporation is formed, and to give a lien on any of its property as security therefor.

(e) To acquire, own, and develop any interest in patents, trademarks, and copyrights connected with, or incidental to, the business of the Corporation.

(f) To cooperate with other similar corporations or associations in creating central, regional, or national cooperative agencies, for any of the purposes for which the Corporation is formed, and to become a member or stockholder of such agencies as now are or hereinafter may be in existence.

(g) To have and exercise, in addition to the foregoing, all powers, privileges, and rights conferred on ordinary corporations by the laws of this State and all powers and rights incidental or conducive to carrying out the purpose for which the Corporation is formed, except such as are inconsistent with the express provisions of the act under which the Corporation is incorporated, and to do any such thing anywhere; and the enumeration of the foregoing powers shall not be held to limit or restrict in any manner the general powers which may by law be possessed by the Corporation, all of which are hereby expressly claimed.

EIGHTH: This certificate may be amended upon the affirmative vote of two-thirds of the shareholders actually voting on the proposed amendment.

NINTH: The existence of the Corporation shall not become effective until January 1, 2002.

Signed this 6^th day of December, 2001, by the undersigned incorporator.

/s/ Benjamin P. Butterfield

Benjamin P. Butterfield, Incorporator

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EX-3.41

Exhibit 3.41

AMENDED AND RESTATED BYLAWS

OF

HUGHES SUPPLY SHARED SERVICES, INC.

PREAMBLE

This corporation shall operate on a cooperative basis for the mutual benefit of the corporation’s shareholders under general cooperative principles and in accordance with the provisions of Subchapter T of the Internal Revenue Code.

The purpose of the corporation is to provide its shareholders with efficient, reliable, and economical services on a cooperative basis to promote and increase the efficiency and economy of the operation of its shareholders’ businesses.

ARTICLE I. SHAREHOLDER QUALIFICATION

Section 1. Qualifications. Any person, firm, partnership, limited liability company, corporation or association, who agrees to be a patron of the corporation, and meets such other conditions as may be prescribed by the board of directors, may become a shareholder of the corporation.

All applications for admittance as a shareholder must be approved by the board of directors. Shareholder status is effective as of the time the board approves the application for admittance as a shareholder.

Section 2. Suspension or Termination. In the event the board of directors of the corporation shall find, following a hearing, that any of the common stock of this

corporation has come into the hands of any person who is not eligible for admittance as a shareholder, or that the holder thereof has ceased to be an eligible shareholder, or that such holder has not patronized the corporation for a period of (2) years, or otherwise violated the articles of incorporation, bylaws, or other agreements made with the corporation, the corporation may suspend such holder’s rights as a shareholder and terminate the shareholder’s status as a shareholder as further described herein.

When a shareholder’s status as a shareholder is terminated, the corporation shall repurchase the shareholder’s share of common stock for par value. The shareholder shall return to the corporation the certificate evidencing the shareholder’s share of stock. If such shareholder fails to deliver the certificate, the corporation may cancel such certificate on its books and records, and the certificate is then null and void.

A suspended shareholder shall have no rights or privileges on account of any stock held, nor vote or voice in the management or affairs of the corporation other than the right to participate in the dissolution of the corporation in accordance with Article XIII hereof. A terminated shareholder shall have no further rights in the corporation other than the right to participate in the dissolution of the corporation in accordance with Article XIII hereof.

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ARTICLE II. MEETINGS OF SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders of the corporation for the election of directors and the transaction of other business shall be held on the date and at the time and place that the board of directors determines. If any annual meeting is not held, by oversight or otherwise, a special meeting shall be held as soon as practical, and any business transacted or election held at that meeting shall be as valid as if transacted or held at the annual meeting.

Section 2. Special Meetings. Special meetings of the shareholders for any purpose shall be held when called by the chairman, the chief executive officer, the president or the board of directors, or when requested in writing by the holders of not less than fifty percent of all the shares entitled to vote at the meeting. A meeting requested by shareholders shall be called for a date not less than ten nor more than sixty days after the request is made, unless the shareholders requesting the meeting designate a later date. The secretary shall issue the call for the meeting, unless the chairman, the chief executive officer, the president, the board of directors, or shareholders requesting the meeting designate another person to do so. The shareholders at a special meeting may transact only business that is related to the purposes stated in the notice of the special meeting.

Section 3. Place. Meetings of shareholders may be held either within or outside the State of Delaware.

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Section 4. Notice. A written notice of each meeting of shareholders, stating the place, day, and time of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each shareholder of record entitled to vote at the meeting, not less than ten nor more than sixty days before the date set for the meeting, either personally or by first class mail, by or at the direction of the chairman of the board, the chief executive officer, the president, the secretary, or the officer or other persons calling the meeting. If mailed, the notice shall be considered delivered when it is deposited in the United States mail, postage prepaid, addressed to the shareholder at his address as it appears on the records of the corporation.

Section 5. Waivers of Notice. Whenever any notice is required to be given to any shareholder of the corporation under these bylaws, the articles of incorporation, or the Delaware General Corporation Law, a written waiver of notice, signed any time by the person entitled to notice shall be equivalent to giving notice. Attendance by a shareholder entitled to vote at a meeting, in person or by proxy, shall constitute a waiver of notice of the meeting, except when the shareholder attends a meeting solely for the purpose, expressed at the beginning of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6. Closing Transfer Books or Fixing Record Date. For the purpose of determining the shareholders for any purpose, the board of directors may either require the stock transfer books to be closed for up to sixty days or fix a record date,

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which shall be not more than sixty days before the date on which the action requiring the determination is to be taken. If the purpose is to determine shareholders entitled to vote at a meeting, the books shall be closed, or the record date shall be, at least ten days before the date on which the action is to be taken. If the transfer books are not closed and no record date is fixed for the determination of shareholders, the date on which notice of the meeting is mailed or the date on which the board of directors adopts a resolution declaring the dividend or authorizing the action that would require a determination of shareholders shall be the record date. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, that determination shall apply to any adjournment of the meeting, unless the board of directors fixes a new record date.

Section 7. Voting Record. At least ten days before each meeting of shareholders, the officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at the meeting, listing each shareholder’s address and the number, class, and series of shares that he holds. For ten days before the meeting, the list shall be kept on file at the corporation’s registered office or the principal place of business, and any shareholder may inspect the list anytime during usual business hours. This list shall also be produced and kept open at the time and place of the meeting, at which time any shareholder may inspect the list.

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If the requirements of this section have not been substantially complied with, the meeting, on the demand of any shareholder in person or by proxy, shall be adjourned until the requirements are complied with. If no demand for adjournment is made, failure to comply with the requirements of this section does not affect the validity of any action taken at the meeting.

Section 8. Shareholder Quorum and Voting. A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of a majority of the shares entitled to vote on the matter is the act of the shareholders unless otherwise provided by law. A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact. After a quorum has been established at a shareholders’ meeting, a withdrawal of shareholders that reduces the number of shareholders entitled to vote at the meeting below the number required for a quorum does not affect the validity of an adjournment of the meeting or an action taken at the meeting prior to the shareholders’ withdrawal.

Treasury shares, shares of stock of this corporation owned by another corporation the majority of the voting stock of which is owned or controlled by this corporation, and shares of stock of this corporation that it holds in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any time. The chairman of the board, the chief executive officer, the president, any vice president, the secretary, and the treasurer of a corporate shareholder are presumed to possess,

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in that order, authority to vote shares standing in the name of a corporate shareholder, absent a bylaw or other instrument of the corporate shareholder designating some other officer, agent, or proxy to vote the shares. Shares held by an administrator, executor, guardian, or conservator may be voted by him without a transfer of the shares into his name. A trustee may vote shares standing in his name, but no trustee may vote shares that are not transferred into his name. If he is authorized to do so by an appropriate order of the court by which he was appointed, a receiver may vote shares standing in his name or held by or under his control, without transferring the shares into his name. A shareholder whose shares are pledged may vote the shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares unless the instrument creating the pledge provides otherwise.

Section 9. Method of Meeting. Shareholders may participate in a meeting of the shareholders by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means constitutes presence in person at a meeting.

Section 10. Action Without a Meeting. Any action required to be taken at a meeting of the shareholders, or any action that may be taken at a meeting of the shareholders, may be taken without a meeting if a written consent, setting forth the action to be taken and signed by holders of outstanding stock of each voting group entitled to vote thereon having not less than the minimum number of votes with

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respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. All shareholders need not sign the same document.

Section 11. Facsimile Signatures. Any shareholder may file with the secretary of the corporation a written example of his signature. A facsimile of that signature on a document of the corporation shall have the same legal effect as if the shareholder had actually signed the original document.

ARTICLE III. DIRECTORS

Section 1. Function. The business of this corporation shall be managed and its corporate powers exercised by the board of directors.

Section 2. Number. The corporation shall have one (1) director initially. The number of directors may be either increased or diminished from time to time by the shareholders, but shall never be less than one. No decrease shall have the effect of shortening the term of any incumbent director, unless the director is removed pursuant to these bylaws.

Section 3. Qualification. Each member of the board of directors must be an adult. Each director elected shall be a shareholder of this corporation in good standing or a designee of a shareholder if the shareholder is not an individual. No person shall be eligible to be a director if that person is in competition with, or is affiliated with any enterprise that is in competition with, the corporation. If a majority of the board of directors of the corporation finds at any time following a

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hearing that any director is so engaged or affiliated that person shall thereupon cease to be a director.

Section 4. Election and Term. The persons named in the articles of incorporation as members of the initial board of directors shall hold office until the first meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office, or death. At each annual meeting thereafter, new directors shall be elected, each of whom shall hold office for a term of one (1) year. The notice provided to shareholders under Article II, Section 4, of any meeting called for the purpose of electing directors (including notices of annual meetings) shall advise the shareholders that nominations for members of the board of directors whose terms will expire at such meeting must be submitted to the secretary of the corporation in writing not later than forty-eight (48) hours prior to the time of the meeting. Such notice shall also specify the names of directors whose terms are expiring and the names of directors who have resigned, died or otherwise been removed from office since the last annual meeting of shareholders. Each nomination submitted to the secretary shall be accompanied by a written statement signed by the nominee indicating that he or she will serve and is eligible to serve in such capacity if elected. All directors shall be elected by secret ballot, and the nominee(s) receiving the greatest number of votes shall be elected. Each director shall hold office for the term for which he is elected and until his successor is elected and qualifies or until his earlier resignation, removal from office, or death.

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Section 5. Compensation. The board of directors has authority to fix the compensation of the directors and officers.

Section 6. Duties of Directors. A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he serves, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with the care that an ordinarily prudent person in a similar position would use under similar circumstances.

Section 7. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken is presumed to have assented to the action unless he votes against it or expressly abstains from voting on it.

Section 8. Vacancies. Unless filled by the shareholders, any vacancy occurring in the board of directors, including any vacancy created because of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even if the number of remaining directors does not constitute a quorum of the board of directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If the term of the vacating director does not expire at that regular shareholder meeting, a special election shall be held to select a director to fill the year or years remaining in that term.

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Section 9. Removal of Directors. At a meeting of shareholders called for that purpose, the shareholders, by a vote of the holders of a majority of the shares entitled to vote at any election of directors may remove any director, or the entire board of directors, with or without cause, and fill any vacancy or vacancies created by the removal.

Section 10. Quorum and Voting. A majority of the board of directors constitutes a quorum for the transaction of business. The act of the majority of the directors at a meeting at which a quorum is present is the act of the board of directors.

Section 11. Place of Meetings. Regular and special meetings by the board of directors may be held within or outside the State of Delaware.

Section 12. Regular Meetings. A regular meeting of the board of directors shall be held without notice, other than this bylaw, immediately after and at the same place as the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than the resolution.

Section 13. Special Meetings. Special meetings of the board of directors may be called by or at the request of the chairman, the chief executive officer, the president or any directors.

Section 14. Notice of Meetings. Written notice of the time and place of special meetings of the board of directors shall be given to each director by either

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personal delivery or by first class United States mail, telegram, or cablegram at least two days before the meeting. Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of the meeting and all objections to the time and place of the meeting, or the manner in which it has been called or convened, except when the director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Notice of any adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Section 15. Method of Meeting. Members of the board of directors may participate in a meeting of the board by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means constitutes presence in person at a meeting.

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Section 16. Action Without a Meeting. Any action required to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors or a committee of the directors, may be taken without a meeting if a written consent, setting forth the action to be taken and signed by all the directors or committee members, is filed in the minutes of the proceedings of the board or the committee. All directors need not sign the same document. A unanimous, written consent has the same effect as a unanimous vote.

Section 17. Facsimile Signatures. Any director may file with the secretary of the corporation a written example of his signature. A facsimile of that signature on a document of the corporation shall have the same legal effect as if the director had actually signed the original document.

ARTICLE IV. DUTIES OF DIRECTORS

Section 1. Management of Business. The board of directors shall have general supervision and control of the business and the affairs of the corporation and shall make all rules and regulations not inconsistent with law, the articles of incorporation, or bylaws for the management of the business and the guidance of the shareholders, officers, employees, and agents of the corporation.

Section 2. Bonds and Insurance. The board of directors shall require the officers, agents, and employees charged by the corporation with responsibility for the custody of any of its funds or negotiable instruments to give adequate bonds. Such bonds, unless cash security is given, shall be furnished by a responsible

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bonding company and approved by the board of directors, and the cost thereof shall be paid by the corporation.

The board of directors shall provide for the adequate insurance of the property of the corporation, or property which may be in the possession of the corporation, or stored by it, and not otherwise adequately insured, and, in addition, adequate insurance covering liability for accidents to all employees and the public.

Section 3. Accounting System and Audits. The board of directors shall have installed an accounting system which shall be adequate to meet the requirements of the business and shall require proper records to be kept of all business transactions.

Each year the board of directors may secure the services of a competent and disinterested public auditor or accountant to make a careful audit of the books and accounts of the corporation and render a report in writing thereon, which report shall be submitted to the directors and the chairman, the chief executive officer and the president of the corporation and made available to the shareholders of the corporation.

This report shall include at least a balance sheet showing the true assets and liabilities of the corporation, and an operating statement for the fiscal period under review.

Section 4. Depository. The board of directors shall select one or more banks to act as depositories of the funds of the corporation and determine the manner of receiving, depositing, and disbursing the funds of the corporation and the form of

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checks and the person or persons by whom they shall be signed, with the power to change such banks and the person or persons signing such checks and the form thereof at will.

Section 5. Executive and Other Committees. The board of directors, by resolution adopted by a majority of the full board of directors, may designate two (2) or more of its members to constitute an executive committee and one (1) or more other committees each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the board of directors, except that no committee shall have authority to:

(1) Approve, adopt or recommend to shareholders actions or proposals required by law to be approved by shareholders.

(2) Adopt, amend or repeal these bylaws.

The board, by resolution adopted in accordance with this section, may designate one (1) or more directors as alternate members of any such committee who may act in the place and stead of any absent member or members at any meeting of such committee. In the absence or disqualification from voting of a member of any such committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of such absent or disqualified member.

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ARTICLE V. OFFICERS

Section 1. Officers. The officers of the corporation shall consist of a chairman of the board, president, a secretary, and a treasurer, and may include a chief executive officer, one or more vice presidents, one or more assistant secretaries, and one or more assistant treasurers. The officers shall be appointed initially by the board of directors at the organizational meeting of board of directors and thereafter at the first meeting of the board following the annual meeting of the shareholders in each year. The board from time to time may appoint other officers, assistant officers, and agents, who shall have the authority and perform the duties prescribed by the board. All officers shall hold office until their successors have been appointed and have qualified or until their earlier resignation, removal from office, or death. One person may hold any two or more offices. The failure to appoint a chairman of the board, president, secretary, or treasurer shall not affect the existence of the corporation.

Section 2. Chairman of the Board. From time to time, the chairman may call special meetings of the board of directors whenever he deems it necessary to do so, or whenever the requisite number of directors request him in writing to do so. The chairman shall preside at all meetings of the shareholders of the corporation and all meetings of the board of directors. From time to time, whenever requested, the chairman shall report to the board all matters within his knowledge, which the interest of the corporation may require to be brought to the attention of the

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directors. The chairman of the board may also be referred to as the chief executive officer.

Section 3. Chief Executive Officer. If elected, the chief executive officer shall have general charge of the business and affairs of the corporation, subject to the board of directors; may create and execute in the name of the corporation any corporate obligation or other instrument; and shall perform such other functions as may be prescribed by the board from time to time.

Section 4. President. The president, subject to the directions of the board of directors, is responsible for the direct supervision over and active management of the business and affairs of the corporation, has the power to sign certificates of stock, bonds, deed, and contracts for the corporation. The president may also be referred to as the chief operating officer. In the event the board of directors does not elect a chief executive officer, the president shall have general executive powers in the management and direction of the business and affairs of the corporation.

Section 5. Vice Presidents. Each vice president has the power to sign bonds, deeds, and contracts for the corporation and shall have the other powers and perform the other duties prescribed by the board of directors, the chief executive officer or the president. Unless the board otherwise provides, if the chief executive officer and the president are absent or unable to act, the vice president who has served in that capacity for the longest time and who is present and able to act shall perform all the duties and may exercise any of the powers of the chief executive

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officer or the president. Any vice president may sign, with the secretary or assistant secretary, certificates for stock of the corporation.

Section 6. Secretary. The secretary, and, in his absence, an assistant secretary, shall have the power to sign contracts and other instruments for the corporation and shall (a) keep the minutes of the proceedings of the shareholders and the board of directors in one or more books provided for that purpose, (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, (c) maintain custody of the corporate records and the corporate seal, attest the signature of officers who execute documents on behalf of the corporation, and assure that the seal is affixed to all documents of which execution on behalf of the corporation under its seal is duly authorized, (d) keep a register of the post office address of each shareholder that shall be furnished to the secretary by the shareholder, (e) sign with the chief executive officer, the president, or a vice president, certificates for shares of the corporation, the issuance of which have been authorized by resolution of the board of directors, (f) have general charge of the stock transfer books of the corporation, and (g) in general perform all duties incident to the office of secretary and other duties as from time to time may be prescribed by the chief executive officer, the president or the board of directors.

Section 7. Treasurer. The treasurer, and, in his absence, an assistant treasurer, shall (a) have charge and custody of and be responsible for all funds and securities of the corporation, (b) receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit monies in the

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name of the corporation in the banks, trust companies, or other depositaries as shall be selected by the board of directors, and (c) in general perform all the duties incident to the office of treasurer and other duties as from time to time may be assigned to him by the chief executive officer, the president or the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in the sum and with the surety or sureties that the board of directors determines. The treasurer may also be referred to as the chief financial officer.

Section 8. Removal of Officers. An officer or agent appointed by the board of directors may be removed by the board whenever in its judgment the removal of the officer or agent will serve the best interests of the corporation. Removal shall be without prejudice to any contract rights of the person removed. The appointment of any person as an officer, agent, or employee of the corporation does not create any contract rights. The board of directors may fill a vacancy, however occurring, in any office.

Section 9. Salaries. The board of directors from time to time shall fix the salaries of the officers, and no officer shall be prevented from receiving his salary merely because he is also a director of the corporation.

ARTICLE VI. INDEMNIFICATION

Section 1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently

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exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative, investigative or arbitral (a “Proceeding”) by reason of the fact that he, or another person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to an employee benefit plan, (an “Entity”) against all liability and loss suffered and reasonable expenses (including attorney’s fees and costs) reasonably incurred by such person. The corporation shall be required to indemnify a person in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the board of directors.

Section 2. Prepayment of Expenses. The corporation may, in its discretion, pay the reasonable expenses (including attorney’s fees and costs) reasonably incurred by a director or officer in defending a Proceeding in advance of its final disposition; provided, however, that the payment of such expenses shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise.

Section 3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within 60 days after a written claim therefor

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has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim.

Section 4. Non-Exclusivity of Rights. The rights conferred on any person by this Article shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5. Insurance. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership trust or other enterprise against such losses, whether or not the corporation would have the power to indemnify such person against such losses under the Delaware General Corporation Law.

Section 6. Other Indemnification. The corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another Entity shall be reduced by any amount such person may collect from such other Entity by way of indemnification, or from such other Entity’s insurance company.

Section 7. Amendment or Repeal. Any repeal or modification of any provision of this Article shall not adversely affect any right or protection hereunder

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of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VII. STOCK CERTIFICATES

Section 1. Issuance. Every shareholder in this corporation is entitled to have a certificate, evidencing all shares to which he is entitled. No certificate shall be issued for any share until the share is fully paid.

Section 2. Form. Certificates evidencing shares in this corporation shall be signed by the chief executive officer, the president or a vice president and the secretary or an assistant secretary and may be sealed with the seal of this corporation or a facsimile of the seal.

Section 3. Lost, Stolen, or Destroyed Certificates. The corporation may issue a new certificate in the place of any certificate previously issued if the shareholder of record (a) makes proof in affidavit form that the certificate has been lost, destroyed, or wrongfully taken, (b) requests the issue of a new certificate before the corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim, (c) if requested by the corporation, gives bond in the form that the corporation directs, to indemnify the corporation, the transfer agent, and the registrar against any claim that may be made concerning the alleged loss, destruction, theft of a certificate, and (d) satisfies any other reasonable requirements imposed by the corporation.

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Section 4. Restrictive Legend. Every certificate evidencing shares that are restricted as to sale, disposition, or other transfer shall bear a legend summarizing the restriction or stating that the corporation will furnish to any shareholder, upon request and without charge, a full statement of the restriction. Unless the corporation stock is registered pursuant to every applicable securities law, each certificate shall bear an appropriate legend restricting the transfer of the shares evidenced by that certificate.

ARTICLE VIII. PATRONAGE DIVIDENDS

Section 1. Patronage. The term “patronage” shall refer to the value of the corporation’s business with its patrons. Business with the corporation’s patrons shall include the following: (1) the corporation’s direct business with its patrons; (2) the corporation’s business with its patrons through distributors; and (3) the corporation’s business with its patrons through suppliers.

Section 2. Patronage Dividend Distributions. The corporation shall distribute patronage dividends as provided in section 1388(a)(2) of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the “IRC”). The corporation shall distribute as patronage dividends, directly to the patrons of the corporation, the net income of the corporation from patronage business done with or for patrons computed in accordance with sections 1381-1388 of the IRC and in accordance with generally accepted accounting principles. Specifically, the corporation shall distribute patronage dividends annually in proportion to patronage. In determining the portion of the corporation’s patronage dividend

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obligations to be paid in cash, the board of directors shall consider: (1) expenses directly or indirectly related to the corporation’s business; (2) such reasonable reserves for necessary corporate purposes as may from time to time be provided by the board of directors for depreciation and obsolescence, state and federal taxes, bad debts, casualty losses, insurance and other corporate and operating charges and expenses, all established and computed in accordance with generally accepted accounting principles; and (3) such reasonable reserves for working capital necessary for the operation of the corporation and for deficits arising from such operation, (including deficits from business other than business done with or for patrons).

Section 3. Allocation Units. Solely for the purpose of determining the amount of patronage dividends distributable to a particular patron of the corporation, the board of directors may from time to time, when appropriate, segregate the corporation’s business with its patrons into distinct patronage allocation units. The net earnings of the corporation from business with the corporation’s patrons related to any such allocation unit shall be attributable to a patron of the allocation unit in proportion to the quantity or value of business done by the patron with the allocation unit.

Section 4. Allocations Based on Patronage. The patronage dividend distributions shall be paid to each patron on the basis of the quantity or value of business done with or for each patron, and the patronage dividend distributions

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shall be determined by reference to the net earnings of the corporation from business done with or for its patrons.

Section 5. Timing of Payment of Patronage Dividends. Each distribution of patronage dividends shall be made within the payment period beginning with the first day of a taxable year for which the corporation claims a deduction for patronage dividends paid and ending with the 15th day of the 9th month following the close of such taxable year.

Section 6. Method and Character of Payment. The board of directors may, in its discretion, determine to pay patronage dividends either in a form that will be treated as a deductible qualified written notice of allocation within the meaning of section 1388(c) of the IRC, in a form that will be treated as a nonqualified written notice of allocation within the meaning of section 1388(d) of the IRC, or part in qualified form and part in nonqualified form. At least twenty percent (20%) of any qualified payment of patronage dividends shall be paid in cash or by a “qualified check” as defined in Section 1388(c)(4) of the IRC. Subject to this limitation with respect to qualified distributions, the board of directors may decide that the balance of any patronage dividend be paid, in whole or in part, in cash, property, promissory notes or other evidence of indebtedness, or in any other form of written notice of allocation (within the meaning of section 1388(b) of the IRC).

Section 7. Consent of Patrons. Each person who hereafter applies for and is accepted as a shareholder of this corporation, and each shareholder of this

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corporation on the effective date of this bylaw who continues as a shareholder after such date, shall, by such act alone, consent that the amount of any distributions with respect to his or its patronage occurring after the effective date of this bylaw, which are made in qualified written notices of allocation, and which are received by him or it from the corporation, will be taken into account by him or it at their stated dollar amounts in the manner provided in section 1385(a) of the IRC in the taxable year in which such written notices of allocation are received by him or it.

Written notification of the adoption of this Article, a statement of its significance, and a copy of the provision shall be given separately to each prospective shareholder before admittance as a shareholder of the corporation.

ARTICLE IX. EQUITY REDEMPTION

Section 1. Regular Redemption, Revolving Fund. If at any time the board of directors determines that the financial condition of the corporation will not be impaired thereby, capital credited to shareholders’ accounts may be redeemed in full or in part. Any such redemption of capital shall be made in order of priority according to the year in which the capital was furnished and credited, the capital first received by the corporation being the first redeemed.

Section 2. Discretionary Special Redemptions. Notwithstanding any other provision of these bylaws, the board, at its absolute discretion, shall have the power to retire any capital credited to shareholders’ accounts on such terms and conditions as may be agreed upon by the parties in any instance in which the interests of the

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corporation and its shareholders are deemed to be furthered thereby and funds are determined by the board to be available for such purposes.

ARTICLE X. NONSHAREHOLDER BUSINESS

This corporation may conduct business with nonshareholders on either a patronage or nonpatronage basis. However, this corporation shall not provide materials, supplies, services and equipment for nonshareholders in an amount exceeding the value of materials, supplies, services and equipment purchased for shareholders.

ARTICLE XI. NONPATRONAGE INCOME

The nonpatronage income of the corporation shall be its gross receipts derived from all sources which do not qualify as patronage income, less all expenses properly attributable to the production of such nonpatronage sourced income and all income taxes payable on such receipts by the corporation. Nonpatronage income shall be used in behalf of the corporation and its patrons in accordance with such lawful purposes, including assignment to an unallocated reserve account and allocation in whole or in part to shareholders, as may be determined by the board of directors.

ARTICLE XII. LOSSES

Section 1. Patronage Losses. In the event the corporation suffers a loss during any year on patronage business, such loss may be apportioned among the

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patrons so that such loss will, to the extent practicable, be borne by the patrons on an equitable basis. The board shall have full authority to prescribe the basis on which capital furnished by patrons may be reduced or such loss otherwise equitably apportioned among the patrons. In the event of a patronage loss in one or more allocation units of this corporation, but not so much as to cause an overall loss for the fiscal year, such loss or losses may be prorated against each of the remaining profitable allocation units on the basis of their respective percentage of the net margins during such fiscal year.

Section 2. Nonpatronage Losses. If in any fiscal year the corporation shall incur a loss other than on patronage operations, such loss may be charged against any reserve accumulated from earnings in prior years.

Section 3. General Provisions. The board shall have no authority to make assessments against shareholders.

This section shall not be construed to deprive the corporation of the right to carry backward or forward losses from any source whatsoever in accordance with the Internal Revenue Code or state taxing statutes.

ARTICLE XIII. DISSOLUTION AND

PROPERTY INTEREST OF SHAREHOLDERS

Upon dissolution, after all debts and liabilities of the corporation shall have been paid, all shares of common stock redeemed at par value, and all capital furnished through patronage shall have been retired without priority on a pro rata basis, the remaining property and assets of the corporation shall be distributed

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among the patrons on the basis of their past patronage over such period as may be determined to be equitable and practicable by the board of directors. Such obligation to distribute shall be construed as a preexisting duty to distribute any patronage-source net gain realized in the winding up process to the maximum extent allowable by law.

ARTICLE XIV. SEAL

The corporate seal shall have the name of the corporation and the word “seal” inscribed on it, and may be a facsimile, engraved, printed, or an impression seal.

ARTICLE XV. FISCAL YEAR

The fiscal year of the corporation shall be determined by resolution of the board of directors.

ARTICLE XVI. AMENDMENT

These bylaws may be repealed or amended, and additional bylaws may be adopted, by a vote of the holders of a majority of the issued and outstanding shares entitled to vote.

ADOPTED by consent in lieu of meeting of shareholders to be effective as of the 1^st day of January, 2003.

/s/ Benjamin P. Butterfield

Benjamin P. Butterfield, Secretary

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EX-3.42

Exhibit 3.42

CERTIFICATE OF INCORPORATION

OF

TEMPLE HOLDING COMPANY

ARTICLE ONE

The name of the corporation is Temple Holding Company,

ARTICLE TWO

The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organize under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

The total number of shares of stock which the corporation has authority to issue is 1,000 shares of Common Stock, with a par value of $.01 per share.

ARTICLE FIVE

The name and mailing address of the sole incorporator is as follows:

NAME	MAILING ADDRESS
Barbara Beach	200 East Randolph Drive
	Suite 5700
	Chicago, Illinois 60601

ARTICLE SIX

The corporation is to have perpetual existence.

ARTICLE SEVEN

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the by-laws of the corporation.

ARTICLE EIGHT

Meetings of stockholders may be held within or without other State of Delaware, as the by-laws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Election of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

ARTICLE NINE

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE TEN

A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Suction 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this day of July 23, 1997.

/s/ Barbara A. Beach

Barbara A. Beach

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Temple Holding Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of all of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Temple Holding Company be amended by changing the Article One, thereof, so that, as amended, said Article shall be and read as follows:

The name of the corporation is Utiliserve, Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware and written notice of the adoption of the amendment has been given as provided in Section 228 of the General Corporation Law of the State of Delaware to every stockholder entitled to such notice.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Temple Holding Company has caused this certificate to be signed by, its President, this 11 day of June, 1999.

TEMPLE HOLDING COMPANY
By:	/s/ Ricky J. McClure
	Ricky J. McClure, President

CERTIFICATE OF CORRECTION

FILED TO CORRECT A CERTAIN ERROR

IN THE CERTIFICATE OF INCORPORATION

OF TEMPLE HOLDING COMPANY

FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE

ON JULY 24TH 1997.

Temple Holding Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

1. The name of the corporation is Temple Holding Company.

2. That a Certificate of Incorporation was filed by the Secretary of State of Delaware on July 24^th, 1997 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said Certificate to be corrected is as follows: The total number of shares of stock which the corporation has authority to issue is 1,000 shares of Common Stock with a par value of $.01 per share.

4. Article Four of the Certificate of Incorporation is corrected to read as follows: The total number of shares of stock which the corporation has authority to issue is 2,500 shares of Common Stock, with a par value of $.01 per share.

IN WITNESS WHEREOF, said Temple Holding Company has caused this Certificate to be signed by Barbara Beach, its Sole Incorporator, this 29^th day of July, 1997.

Barbara Beach

Sole Incorporator

EX-3.43

Exhibit 3.43

BY-LAWS

OF

TEMPLE HOLDING COMPANY

A Delaware Corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located 1209 Orange Street, City of Wilmington, County of New Castle, Delaware. The name of the corporation’s registered agent at such address shall be The Corporation Trust Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2. Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place and Time of Meetings. An annual meeting of the stockholders shall be held each year within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting shall be determined by the president of the corporation; provided, that if the president does not act, the board of directors shall determine the date, time and place of such meeting.

Section 2. Special Meetings. Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the

board of directors, the president or the holders of shares entitled to cast not less than a majority of the votes at the meeting.

Section 3. Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation.

Section 5. Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. The holders of a majority of the outstanding shares of capital stock, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place.

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Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 11. Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody

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of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2. Number, Election and Term of Office. The number of directors which shall constitute the first board shall be one (1). Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that

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class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

Section 4. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5. Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the president or any director on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telegraph.

Section 7. Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

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Section 9. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10. Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11. Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12. Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation shall be elected by the board of directors and shall consist of a president, one or more vice presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person except that neither the chairman of the board nor the president shall also hold the office of secretary. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5. Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6. Chairman of the Board. The Chairman of the Board shall be the chief executive officer of the corporation, and shall have the powers and perform the duties incident to that position. Subject to the powers of the board of directors, he or she shall be in the general and active charge of the entire business and affairs of the corporation, and shall be its chief policy making officer. He or she shall preside at all meetings of the board of directors and stockholders and shall have such other powers and perform such other duties as may be prescribed by the board of directors or provided in these bylaws. Whenever the president is unable to serve,

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by reason of sickness, absence or otherwise, the chairman of the board shall perform all the duties and responsibilities and exercise all the powers of the president.

Section 7. The President. The president shall, subject to the powers of the board of directors and the chairman of the board, have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the chairman of the board or the board of directors or as may be provided in these by-laws.

Section 8. Chief Operating Officer. The chief operating officer of the corporation, subject to the powers of the board of directors, shall have general and active management of the business of the corporation; and shall see that all orders and resolutions of the board of directors are carried into effect. The chief operating officer shall have such other powers and perform such other duties as may be prescribed by the chairman of the board, the chief executive officer or the board of directors or as may be provided in these by-laws.

Section 9. Chief Financial Officer. The chief financial officer of the corporation shall, under the direction of the chief executive officer, be responsible for all financial and accounting matters and for the direction of the offices of treasurer and controller. The chief financial officer shall have such other powers and perform such other duties as may be prescribed by the chairman of the board, chief executive officer or the board of directors or as may be provided in these by-laws.

Section 10. Vice-Presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice presidents shall also perform such other duties and have such other powers as the board of directors, the chairman of the board, the president or these bylaws may, from time to time, prescribe.

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Section 11. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the chairman of the board, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the chairman of the board, the president, or secretary may, from time to time, prescribe.

Section 12. The Treasurer and Assistant Treasurer. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the chairman of the board, the president or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties

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and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the chairman of the board, the president or treasurer may, from time to time, prescribe.

Section 13. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 14. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1. Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and

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agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2. Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3. Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

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Section 4. Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5. Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6. Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 7. Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 8. Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at

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the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

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Section 2. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4. Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date. upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days, after the date upon which’ the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the

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corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5. Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6. Registered Stockholders. Prior to the surrender to the corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.

Section 7. Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared

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by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks. Drafts or orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3. Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4. Loans. No loans shall be made by the corporation to its officers or directors, and no loans shall be made by the corporation secured by its shares. No loans shall be made or contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by resolution of the board of directors. Such authority may be general or confined to specific instances.

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6. Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7. Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon

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some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9. Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10. Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.44

Exhibit 3.44

ARTICLES OF ORGANIZATION FOR

HUGHES UTILITIES HOLDINGS, LLC

(a Florida limited liability company)

The undersigned representative of a Member, desiring to form a limited liability company under and pursuant to the Florida Limited Liability Company Act, Chapter 608, Florida Statutes, does hereby adopt the following Articles of Organization:

ARTICLE I. NAME

The name of the limited liability company is: Hughes Utilities Holdings, LLC.

ARTICLE II. ADDRESS

The mailing address and street address of the principal office of the Company is:

One Hughes Way

Orlando, FL 32805

ARTICLE III. DURATION

The period of duration for the Company shall be perpetual, unless terminated in accordance with the Company’s Operating Agreement or by the unanimous written agreement of all Members.

ARTICLE IV. INITIAL REGISTERED AGENT AND OFFICE

The name and street address of the initial registered agent of the Company are:

Corporation Service Company

1201 Hayes Street

Tallahassee, FL 32301

ARTICLE V. MANAGEMENT

The business of the Company shall be conducted, carried on, and managed by no fewer than one (1) Manager, who shall be elected by the Members of the Company in the manner prescribed by and provided in the Operating Agreement of the Company. Therefore, the Company is a manager-managed company. Such

Manager(s) shall also have the rights and responsibilities described in the Operating Agreement of the Company.

ARTICLE VI. OPERATING AGREEMENT

The power to adopt, alter, amend, or repeal the Operating Agreement of the Company shall be vested in the Members of the Company.

/s/ Glenn A. Adams

Glenn A. Adams

Authorized Representative of a Member

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CERTIFICATE OF DESIGNATION OF

REGISTERED AGENT AND REGISTERED OFFICE

OF HUGHES UTILITIES HOLDINGS, LLC

Pursuant to the provisions of Section 608.415 or 608.507, Florida Statutes, Hughes Utilities Holdings, LLC, a Florida limited liability company (the “Company”), hereby submits the following statement designating the registered office and registered agent in the state of Florida.

1. The name of the Company is: Hughes Utilities Holdings, LLC.

2. The name of the registered agent and the address of the registered office are:

NAME:	CORPORATION SERVICE COMPANY
ADDRESS:	1201 Hayes Street
	Tallahassee, FL 32301

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, we hereby accept the appointment as registered agent and agree to act in this capacity. We further agree to comply with the provisions of all statutes relating to the proper and complete performance of our duties, and we are familiar with and accept the obligations of our position as registered agent as provided for in Chapter 608., F.S..

CORPORATION SERVICE COMPANY
By:	/s/ Deborah D. Skipper	Date:	11/19, 2004
Name:	Deborah D. Skipper
Title:	Asst. V. Pres.

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EX-3.45

Exhibit 3.45

OPERATING AGREEMENT

OF

HUGHES UTILITIES HOLDINGS, LLC

This Operating Agreement (this “Agreement”) of Hughes Utilities Holdings, LLC, is entered into effective as of the 22^nd day of November, 2004, by Hughes Utilities Group, Inc. f/k/a Utiliserve Holdings, Inc., as the sole member of the limited liability company (the “Member”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Florida Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Name. The name of the limited liability company formed hereby is Hughes Utilities Holdings, LLC (the “Company”).

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

3. Registered Office. The address of the registered office of the Company in the State of Florida is 1201 Hayes Street, Tallahassee, FL 32301.

4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Florida is Corporation Service Company, 1201 Hayes Street, Tallahassee, FL 32301.

5. Powers of the Company.

(i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power:

(a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any other foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(b) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be

necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an “Affiliate”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise;

(d) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

(e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested;

(f) to sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(g) to appoint employees and agents of the Company, and define their duties and fix their compensation;

(h) to indemnify any person or entity and to obtain any and all types of insurance;

(i) to cease its activities and cancel its insurance;

(j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company;

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(k) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(l) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and

(m) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

(ii) The Company may merge with, or consolidate into, another Florida limited liability company or other business entity (as defined in Section 608.438 of the Act) upon the approval of the Member, in its sole discretion.

6. Member. The name and the business, residence or mailing address of the Member of the Company are as follows:

Name:	Address:
Hughes Utilities Group, Inc.	One Hughes Way
	Orlando, Florida 32805

7. Powers of Member. The Member shall have the power to exercise any and all rights and powers granted to the Member pursuant to the express terms of this Agreement. Except as otherwise specifically provided by this Agreement or required by the Act, the Manager (as hereinafter defined) shall have the power to act for and on behalf of, and to bind, the Company. Glenn A. Adams is hereby designated as an authorized person, with the meaning of the Act, to execute, deliver and file the articles of organization of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

8. Management.

8.1 Management of the Company.

(i) Hughes GP & Management, Inc. is hereby appointed as Manager of the Company (the “Manager”) and, in such capacity, shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company’s business, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company.

(ii) The Manager shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all

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decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. The Manager shall be the sole person or entity with the power to bind the Company, except and to the extent that such power is expressly delegated to any other person or entity by the Manager, and such delegation shall not cause the Manager to cease to be the Member or the Manager.

(iii) The Manager may appoint individuals with or without such titles as it may elect, including the titles of President, Vice President, Treasurer, Secretary, and Assistant Secretary, to act on behalf of the Company with such power and authority as the Manager may delegate in writing to any such persons.

8.2 Powers of the Manager. The Manager shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts deemed by the Manager to be necessary or appropriate to effectuate the business, purposes and objectives of the Company, at the expense of the Company. Without limiting the generality of the foregoing, the Manager shall have the power and authority to:

(i) establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to allocations and distributions;

(ii) bring and defend on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise; and

(iii) execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company, including, without limitation, all documents, agreements and instruments related to the making of investments of Company funds.

The expression of any power or authority of the Manager in this Agreement shall not in any way limit or exclude any other power or authority of the Manager which is not specifically or expressly set forth in this Agreement.

8.3 No Management by Other Persons or Entities. Except and only to the extent expressly delegated by the Manager, no person or entity other than the Manager and the Member shall be an agent of the Company or have any right, power or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

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8.4 Reliance by Third Parties. Any person or entity dealing with the Company or the Manager may rely upon a certificate signed by the Member as to:

(i) the identity of the Manager;

(ii) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Manager or are in any other manner germane to the affairs of the Company;

(iii) the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

(iv) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or the Member.

8.5 Removal. The Member shall have the authority to remove the Manager with or without cause at any time. In the event of such removal or in the event of any other vacancy in the Manager position, the Member shall appoint a successor Manager as soon as practicable.

9. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution under Section 608.449 of the Act.

10. Capital Contribution. The Member has contributed the cash and property reflected on Schedule A attached hereto.

11. Additional Contributions. The Member is not required to make any additional capital contribution to the Company.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Manager.

14. Assignments. The Member may assign in whole or in part its limited liability company interest.

15. Resignation. The Member may not resign from the Company.

16. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional member of the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have more than one member.

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17. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

18. Indemnification.

18.1 Exculpation.

(i) For purposes of this Agreement, the term “Covered Persons” means the Member, the Manager, any Affiliate of the Member and any officers, directors, shareholder, partners or employees of the Member and their respective Affiliates, and any officer, employee or expressly authorized agent of the Company or its Affiliates.

(ii) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(iii) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within the professional or expert competence of such person or entity and who or which has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

18.2 Duties and Liabilities of Covered Persons.

(i) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

(ii) Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Covered Persons, or (b) whenever this Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and

6

reasonable to the Company or the Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise.

(iii) Whenever in this Agreement a Covered Person is permitted or required to make a decision (a) in its “discretion” or under a grant of similar authority or latitude, the Covered Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in its “good faith” or under another express standard, the Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

18.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

18.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 18 hereof.

18.5 Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Manager shall, in its sole discretion, deem reasonable, on behalf of Covered Persons and such other persons or entities as the Manager shall determine, against any liability that may be asserted against or expenses that may be incurred by any such person or entity in connection with the

7

activities of the Company or such indemnities, regardless of whether the Company would have the power to indemnify such person or entity against such liability under the provisions of this Agreement. The Manager and the Company may enter into indemnity contracts with Covered Persons and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 18 hereof and containing such other procedures regarding indemnification as are appropriate.

19. Outside Business. The Member or Affiliate thereof may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and the Company and the Member shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper. The Member or Affiliate thereof shall not be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and the Member or Affiliate thereof shall have the right to take for its own account (individually or as a partner, shareholder, fiduciary or otherwise) or to recommend to others any such particular investment opportunity.

20. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Florida, without regard to the rules of conflict of laws thereof.

21. Fiscal Year. The fiscal year end and taxable year end of the Company shall be January 31.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day and year first aforesaid.

Hughes Utilities Group, Inc.
By:	/s/ John Z. Paré, Secretary
	John Z. Paré, Secretary

8

SCHEDULE A

CASH AND PROPERTY CONTRIBUTED BY

HUGHES UTILITIES GROUP, INC.

$1,000 Cash

9

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

UTILISERVE HOLDINGS, INC.

John Z. Paré, being the Secretary of Utiliserve Holdings, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST: That the Certificate of Incorporation of the Corporation be, and hereby is, amended by deleting Article One in its entirety and substituting in lieu thereof a new Article One to read as follows:

The name of the corporation is Hughes Utilities Group, Inc.

SECOND: That the Board of Directors of the Corporation, by the unanimous written consent of all of its members, adopted a resolution proposing and declaring advisable the foregoing amendment to the Certificate of Incorporation of the Corporation pursuant to the provisions of Section 141(b) and 242 of the General Corporation Law of the State of Delaware and directed that such amendment be submitted to the stockholders of the Corporation entitled to vote thereon for their consideration, approval and adoption thereof and the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Utiliserve Holdings, Inc. has caused this certificate to be signed this 21^st day of December, 2004.

UTILISERVE HOLDINGS, INC.

/s/ John Z. Paré

John Z. Paré, Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Utiliserve, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of all of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Utiliserve, Inc., be amended in accordance with Section 242 of the General Corporation Law of the State of Delaware by deleting ARTICLE FOUR thereof in its entirety and substituting therefor ARTICLE FOUR as follows:

A. Authorized Shares. The total number of shares of capital stock which the Corporation has authority to issue is Two Hundred and Fifty Thousand (250,000) shares of Common Stock, $.01 per value per share.

B. Stock Split. Immediately upon the filing of the Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), each share of Common Stock outstanding at the Effective Time shall be, without further action by the Corporation or any of the holders thereof, changed and converted into a number of shares of Common Stock equal to that number determined by multiplying each outstanding share of Common Stock by One Hundred (100). Each certificate then outstanding representing shares of Common Stock shall automatically represent from and after the Effective Time that number of shares of Common Stock equal to the number of shares shown on the face of the certificate multiplied by One Hundred (100).

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware and written notice of the adoption of the

amendment has been given as provided in Section 228 of the General Corporation Law of the State of Delaware to every stockholder entitled to such notice.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

*    *    *    *    *

IT WITNESS WHEREOF, said Utiliserve, Inc. has caused this certificate to be signed by its President this 16^TH day of August, 2000.

UTILISERVE, INC.
By:	/s/ Ricky J. McClure
	Ricky J. McClure, President

EX-3.46

Exhibit 3.46

CERTIFICATE OF LIMITED PARTNERSHIP

OF

HUGHES UTILITIES, LTD.

(a Florida limited partnership)

The undersigned, desiring to form a limited partnership pursuant to the laws of the State of Florida, does hereby certify as follows:

1. Name. The name of the limited partnership is as follows:

Hughes Utilities, Ltd.

2. Address. The street address of the principal place of business and the mailing address for the limited partnership are as follows:

One Hughes Way

Orlando, FL 32805

3. Registered Agent. The address of the office and the name and address of the agent for service of process required to be maintained by Section 620.105, Florida Statutes, are as follows:

Corporation Service Company

1201 Hayes Street

Tallahassee, FL 32301

4. General Partner. The name and business address of the general partner of the limited partnership are as follows:

Hughes GP & Management, Inc.

One Hughes Way

Orlando, FL 32805

5. Termination. The latest date upon which the limited partnership is to dissolve is December 31, 2054.

Under penalties of perjury, the undersigned declares that it has read the foregoing and knows the contents thereof and that the facts stated therein are true and correct.

Signed this 19th day of November, 2004.

GENERAL PARTNER:
HUGHES GP & MANAGEMENT, INC.
By:	/s/ John Z. Paré
Name:	John Z. Paré
Title:	Secretary

2

ACCEPTANCE OF DESIGNATION AS REGISTERED AGENT

AND AGENT FOR SERVICE OF PROCESS

The undersigned, having been designated the Agent for Service of Process, pursuant to Section 620.105, Florida Statutes, and Registered Agent, pursuant to Section 620.192, Florida Statutes, of Hughes Utilities, Ltd., a limited partnership to be formed concurrently herewith under the Florida Revised Uniform Limited Partnership Act (1986), does hereby accept such designation and the obligations provided for in Sections 620.105 and 620.192, Florida Statutes.

		CORPORATION SERVICE COMPANY
Dated:	11-22, 2004	By:	/s/ Carla Lohi
		Name:	Carla Lohi
		Title:	Asst. Vice President

3

AFFIDAVIT OF CAPITAL CONTRIBUTIONS

The undersigned, Hughes GP & Management, Inc., the sole general partner of Hughes Utilities, Ltd., a Florida limited partnership, certifies:

1. The amount of capital contributions to date of the limited partners is $0.

2. The total amount of capital anticipated to be contributed by the limited partners at this time totals $1,000.

Signed this 19th day of November, 2004.

FURTHER AFFIANT SAYETH NOT.

Under the penalties of perjury, the undersigned declares that it has read the foregoing and knows the contents thereof and that the facts stated herein are true and correct.

GENERAL PARTNER:
HUGHES GP & MANAGEMENT, INC.
By:	/s/ John Z. Paré
Name:	John Z. Paré
Title:	Secretary

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ARTICLES OF MERGER

The following Articles of Merger are being submitted in accordance with section(s) 607.1109, 608.4382, and/or 620.203, of the Florida Statutes.

FIRST: The exact name, street address of its principal office, jurisdiction, and entity type for each merging party are as follows:

Name and Street Address		Jurisdiction	Entity Type
1.	Utiliserve, Inc.	Delaware	Corporation
	One Hughes Way
	Orlando, FL 32805
	Florida Document/Registration Number:	None	FEI Number: 52-2048966

(Attach additional sheet(s) if necessary)

SECOND: The exact name, street address of its principal office, jurisdiction, and entity type of the surviving party is as follows:

Name and Street Address	Jurisdiction	Entity Type
Hughes Utilities, Ltd.	Florida	Limited Partnership
One Hughes Way
Orlando, FL 32805
Florida Document/Registration Number:	A04000001836	FEI Number: 26-0100651

THIRD: The attached Plan of Merger meets the requirements of section(s) 607.1108, 608.438, 617.1103, and/or 620.201, Florida Statutes, and was approved by each domestic corporation, limited liability company, partnership and/or limited partnership that is a party to the merger in accordance with Chapter(s) 607, 617, 608 and/or 620, Florida Statutes.

FOURTH: If applicable, the attached Plan of Merger was approved by the other business entity(ies) that is/are party(ies) to the merger in accordance with the respective laws of all applicable jurisdictions.

FIFTH: If not incorporated, organized or otherwise formed under the laws of the State of Florida, the surviving entity hereby appoints the Florida Secretary of State as its agent for substitute service of process pursuant to Chapter 48, Florida Statutes, in any proceeding to enforce any obligation or rights of any dissenting shareholders, partners, and/or members of each domestic corporation, partnership, limited partnership and/or limited liability company that is a party to the merger.

SIXTH: If not incorporated, organized, or otherwise formed under the laws of the State of Florida, the surviving entity agrees to pay the dissenting shareholders, partners, and/or members of each domestic corporation, partnership, limited partnership and/or limited liability company that is a party to the merger

the amount, if any, to which they are entitled under sections(s) 607.1302, 620.205, and/or 608.4384, Florida Statutes.

SEVENTH: If applicable, the surviving entity has obtained the written consent of each shareholder, member or person that as result of the merger is now a general partner of the surviving entity pursuant to section(s) 607.1108(5), 608.4381(2), and/or 620.202(2), Florida Statutes.

EIGHTH: The merger is permitted under the respective laws of all applicable jurisdictions and is not prohibited by the agreement of any partnership or limited partnership or the regulations or articles of organization of any limited liability company that is a party to the merger.

NINTH: The merger shall become effective as of:

The date the Articles of Merger are filed with Florida Department of State

OR

12/31/2004.

(Enter specific date. NOTE: Date cannot be prior to the date of filing.)

TENTH: The Articles of Merger comply and were executed in accordance with the laws of each party’s applicable jurisdiction.

ELEVENTH: SIGNATURE(S) FOR EACH PARTY:

(Note: Please see instructions for required signatures.)

Name of Entity	Signature(s)	Typed or Printed Name of Individual
Utiliserve, Inc.	/s/ John Z. Paré	John Z. Paré, Secretary
Hughes Utilities, Ltd.	Hughes GP & Management, Inc., General Partner
	/s/ John Z. Paré	John Z. Paré, Secretary

(Attach additional sheet(s) if necessary)

2

REQUIRED SIGNATURES FOR EACH ENTITY TYPE:

All Corporations:	Signature of Chairman, Vice Chairman, President or any officer.
All General Partnerships:	Signatures of two partners.
All Domestic Limited Partnerships:	Signatures of all general partners.
All Non-Florida Limited Partnerships:	Signature of one general partner.
All Limited Liability Companies:	Signature of a member or authorized representative of a member.
All Other Business Entities:	In accordance with the laws of their jurisdiction.

Make checks payable to Florida Department of State and mail to:

Mailing address:	Street Address:
Division of Corporations	Division of Corporations
P.O. Box 6327	409 E. Gaines St.
Tallahassee, FL 32314	Tallahassee, FL 32399

FILING FEES

For each Limited Partnership	$52.50 (if merger filed pursuant to s. 608.4382, $25.00)
For each Limited Liability Company:	$25.00
For each Corporation:	$35.00
For each General Partnership	$25.00
All Others:	No Charge

3

STATE OF DELAWARE

CERTIFICATE OF MERGER OF A

FOREIGN CORPORATION INTO

A DOMESTIC LIMITED PARTNERSHIP

Pursuant to Title 6, Section 17-211 of the Delaware Limited Partnership Act.

FIRST: The name of the surviving limited partnership is Southwest Stainless, L.P., a Delaware Limited Partnership.

SECOND: The names of the Corporations being merged into the surviving Limited Partnership are Metals, Inc. – Gulf Coast Division; Metals, Incorporated; and Stainless Tubular Products, Inc.; all Foreign Corporations, all incorporated in the State of Oklahoma.

THIRD: The jurisdiction in which this Limited Partnership was formed is Delaware.

FOURTH: The agreement of merger or consolidation has been approved and executed by each of the business entities which is to merge or consolidate.

FIFTH: The name of the surviving Limited Partnership is Southwest Stainless, L.P..

SIXTH: An agreement of merger or consolidation is on file at a place of business of the surviving Delaware Limited Partnership and the address thereof is One Hughes Way, Orlando, FL 32805.

SEVENTH: A copy of the agreement of merger or consolidation will be furnished by the surviving Limited Partnership, on request and without cost, to any partner of any domestic limited partnership or any person holding an interest in any other business entity which is to merge or consolidate.

EIGHTH: The effective date of the merger shall be December 31, 2004.

IN WITNESS WHEREOF, said Limited Partnership has caused this certificate to be signed by its general partner(s), this 21st day of December, A.D., 2004.

By:	HUGHES GP & MANAGEMENT, INC.
By:	/s/ John Z. Paré
	John Z. Paré, Secretary

EX-3.46

Exhibit 3.46

CERTIFICATE OF LIMITED PARTNERSHIP

OF

HUGHES UTILITIES, LTD.

(a Florida limited partnership)

The undersigned, desiring to form a limited partnership pursuant to the laws of the State of Florida, does hereby certify as follows:

1. Name. The name of the limited partnership is as follows:

Hughes Utilities, Ltd.

2. Address. The street address of the principal place of business and the mailing address for the limited partnership are as follows:

One Hughes Way

Orlando, FL 32805

3. Registered Agent. The address of the office and the name and address of the agent for service of process required to be maintained by Section 620.105, Florida Statutes, are as follows:

Corporation Service Company

1201 Hayes Street

Tallahassee, FL 32301

4. General Partner. The name and business address of the general partner of the limited partnership are as follows:

Hughes GP & Management, Inc.

One Hughes Way

Orlando, FL 32805

5. Termination. The latest date upon which the limited partnership is to dissolve is December 31, 2054.

Under penalties of perjury, the undersigned declares that it has read the foregoing and knows the contents thereof and that the facts stated therein are true and correct.

Signed this 19th day of November, 2004.

GENERAL PARTNER:
HUGHES GP & MANAGEMENT, INC.
By:	/s/ John Z. Paré
Name:	John Z. Paré
Title:	Secretary

2

ACCEPTANCE OF DESIGNATION AS REGISTERED AGENT

AND AGENT FOR SERVICE OF PROCESS

The undersigned, having been designated the Agent for Service of Process, pursuant to Section 620.105, Florida Statutes, and Registered Agent, pursuant to Section 620.192, Florida Statutes, of Hughes Utilities, Ltd., a limited partnership to be formed concurrently herewith under the Florida Revised Uniform Limited Partnership Act (1986), does hereby accept such designation and the obligations provided for in Sections 620.105 and 620.192, Florida Statutes.

		CORPORATION SERVICE COMPANY
Dated:	11-22, 2004	By:	/s/ Carla Lohi
		Name:	Carla Lohi
		Title:	Asst. Vice President

3

AFFIDAVIT OF CAPITAL CONTRIBUTIONS

The undersigned, Hughes GP & Management, Inc., the sole general partner of Hughes Utilities, Ltd., a Florida limited partnership, certifies:

1. The amount of capital contributions to date of the limited partners is $0.

2. The total amount of capital anticipated to be contributed by the limited partners at this time totals $1,000.

Signed this 19th day of November, 2004.

FURTHER AFFIANT SAYETH NOT.

Under the penalties of perjury, the undersigned declares that it has read the foregoing and knows the contents thereof and that the facts stated herein are true and correct.

GENERAL PARTNER:
HUGHES GP & MANAGEMENT, INC.
By:	/s/ John Z. Paré
Name:	John Z. Paré
Title:	Secretary

4

EX-3.47

Exhibit 3.47

AGREEMENT OF LIMITED PARTNERSHIP

OF

HUGHES UTILITIES, LTD.

This Agreement of Limited Partnership of Hughes Utilities, Ltd., a Florida limited partnership (this “Agreement”), is entered into by and among Hughes GP & Management, Inc., a Delaware corporation, as general partner (the “General Partner”), and Hughes Utilities Holdings, LLC, a Florida limited liability company, as limited partner (the “Limited Partner”). The General Partner and the Limited Partner are referred to collectively as the “Partners”, and the terms “General Partner” and “Limited Partner” shall refer also to additional general partners and limited partners, respectively, as may become parties to this Agreement.

The General Partner and the Limited Partner hereby form a limited partnership pursuant to and in accordance with the Florida Revised Uniform Limited Partnership Act, as amended from time to time (the “Act”), and hereby agree as follows:

1. Name. The name of the limited partnership formed hereby is Hughes Utilities, Ltd. (the “Partnership”).

2. Purpose. The Partnership is formed for the object and purpose of engaging in any lawful act or activity for which limited partnerships may be formed under the laws of Florida.

3. Registered Office. The registered office of the Partnership in the State of Florida is 1201 Hayes Street, Tallahassee, Florida 32301.

4. Registered Agent. The registered agent of the Partnership at the address of the registered office is Corporation Service Company.

5. Partners. The names and mailing addresses of the General Partner and the Limited Partner are as follows:

General Partner:	Hughes GP & Management, Inc. One Hughes Way Orlando, Florida 32805
Limited Partner:	Hughes Utilities Holdings, LLC One Hughes Way Orlando, Florida 32805

6. Powers. The powers of the General Partner include all powers, statutory and otherwise, possessed by general partners under the laws of the State of Florida.

7. Dissolution. The Partnership shall dissolve, and its affairs shall be wound up, on December 31, 2054 or at such earlier time as (a) all of the partners of the Partnership approve in writing, (b) an event of withdrawal of a general partner has occurred under the Act, or (c) an entry of a decree of judicial dissolution has occurred under Section 620.158 of the Act; provided, however, the Partnership shall not be dissolved or required to be wound up upon an event of withdrawal of a general partner described in Section 7(b) hereof if (i) at the time of such event of withdrawal, there is at least one (1) other general partner of the Partnership who carries on the business of the Partnership (any remaining general partner being hereby authorized to carry on the business of the Partnership), or (ii) within ninety (90) days after the occurrence of such event of withdrawal, all remaining partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the event of withdrawal, of one (1) or more additional general partners of the Partnership.

8. Capital Contributions. The Partners of the Partnership shall contribute cash and property to the Partnership in the amounts and of the type set forth across from each such partner’s name below:

	Cash/Property
General Partner:
Hughes GP & Management, Inc.	$	10
Limited Partner:
Hughes Utilities Holdings, LLC	$	990

9. Additional Contributions. No partner of the Partnership is required to make any additional capital contribution to the Partnership.

10. Allocation of Profits and Losses and Distributions. The Partnership’s profits and losses shall be allocated and all distributions made to the Partners of the Partnership based upon the percentage set forth across from each partner’s name below:

General Partner:
Hughes GP & Management, Inc.	one percent (1%)
Limited Partner:
Hughes Utilities Holdings, LLC	Ninety-nine percent (99%)

2

The Limited Partnership may issue certificates evidencing each Partner’s ownership interest in the Limited Partnership. The total capital of the limited partnership shall be represented by 100 limited partnership units (“Units”). The Units represented on such certificates shall be proportionate to the relative percentages of profits and losses borne by the respective Partners.

11. Assignments.

(a) The Limited Partnership may assign all or any part of its interest in the Partnership and may withdraw from the Partnership only with the consent of the General Partner.

(b) The General Partner may assign all or part of its partnership interest in the Partnership and may withdraw from the Partnership without the consent of the Limited Partner.

12. Withdrawal. Except to the extent set forth in Section 11, no right is given to any partner of the Partnership to withdraw from the Partnership.

13. Admission of Additional or Substitute Members.

(a) One (1) or more additional or substitute limited partners of the Partnership may be admitted to the Partnership only with the consent of the General Partner.

(b) One (1) or more additional or substitute general partners of the Partnership may be admitted to the Partnership only with the consent of the General Partner or, in the event of more than one (1) general partner, only with the consent of a majority of the general partners.

14. Status of Limited Partner.

(a) The Limited Partner shall not participate in the management or control of the Partnership’s business, nor shall it transact any business for the Partnership, nor shall it have the power to act for of bind the Partnership, such powers being vested solely and exclusively in, the General Partner.

(b) No Limited Partner shall have any personal liability whatever, whether to the Partnership, to any of the Partners or to the creditors of the Partnership, for the debts of the Partnership or any of its losses except to the extent provided in the Act.

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15. Authority of General Partner.

(a) The General Partner shall have exclusive authority to manage and control the business and affairs of the Partnership. Pursuant to the foregoing, the General Partner shall have all of the rights and powers of a general partner as provided in the Act and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. In dealing with the General Partner acting on behalf of the Partnership, no person shall be required to inquire into the authority of such Partner to bind the Partnership.

(b) The General Partner shall devote such time to the Partnership business as it, in its sole discretion, shall deem to be necessary to manage and supervise the Partnership business and affairs; but nothing in this Agreement shall preclude the employment, at the expense of the Partnership, of any agent or third party to manage or provide other services in respect of the Partnership property subject to the control of the General Partner.

(c) Neither the General Partner nor any officer, director or employee of the General Partner shall be liable, responsible, or accountable in damages or otherwise to the Partnership or any Partner for any act or failure to act on behalf of the Partnership within the scope of the authority conferred on the General Partner by this Agreement or by law unless such act or omission was performed or omitted fraudulently or in bad faith or constituted wanton and willful misconduct or gross negligence.

(d) The Partnership shall indemnify and hold harmless the General Partner, each officer, director and employee of the General Partner, and the agents of each of them (each an “Indemnified Party”), from and against any loss, expense, damage or injury suffered or sustained by such person by reason of any act or omission arising out of his activities on behalf of the Partnership or in furtherance of the interests of the Partnership, including, but not limited to, any judgment, award, settlement, reasonable attorney’s fees, and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or claim and including any payments made by the General Partner to any of its officers, directors or employees pursuant to an indemnification agreement no broader than this section; provided that the act, omission, or alleged act or omission upon which such actual or threatened action, proceeding or claim is based was not performed or omitted fraudulently or in bad faith or as a result of wanton and willful misconduct or gross negligence by such Indemnified Party.

16. Power of Attorney.

(a) The Partners, jointly and severally, hereby irrevocably constitute and appoint the General Partner, with full power of substitution, their true and lawful attorney-in-fact in their name, place and stead to make, execute,

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sign and acknowledge, record and file, on behalf of them and on behalf of the Partnership, the following:

(i) a Certificate of Limited Partnership and any other certificates or instruments which may be required to be filed by the Partnership or the Partners under the laws of the State of Florida and any other jurisdiction whose laws may be applicable; and

(ii) any and all such other instruments as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement in accordance with its terms.

17. Books of Account, Records and Reports.

(a) Proper and complete records and books of account shall be kept by the General Partner in which shall be entered all matters relative to the Partnership’s business as are usually entered into records and books of account maintained by persons engaged in businesses of a like character. The Partnership books and records shall be kept on the accrual basis in accordance with generally accepted accounting principles, consistently applied. The books and records shall be open to the reasonable inspection and examination of the Partners or their duly authorized representatives during reasonable business hours.

(b) Each Limited Partner shall have the right to obtain from the General Partner, from time to time, upon reasonable demand, and subject to such reasonable standards as may be established by the General Partner and for any purpose reasonably related to the Limited Partner’s interest as a limited partner: (i) true and full information regarding the state of the business and the financial condition of the Partnership; (ii) promptly after becoming available, copies of the Partnership’s federal, state, and local income tax returns for each year; and (iii) such other information regarding the Partnership as is just and reasonable.

(c) The fiscal year end and taxable year end of the Partnership shall be January 31.

18. Waiver. A Partner may from time to time waive, directly or indirectly, any requirements placed upon another Partner under the terms of this Agreement. No consent or waiver, express or implied, by any Partner with respect to any breach, default or failure to act by another Partner hereunder shall be deemed or construed to be a consent or waiver with respect to any other breach, default or failure to act by such Member of the same provision or any other provision of this Agreement. Failure on the part of any Partner to complain of any act or failure to act of another Partner or to declare such other Partner in default shall not be deemed or constitute a waiver by such Partner of any rights hereunder.

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19. Miscellaneous. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

20. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Florida, all rights and remedies being governed by said laws.

IN WITNESS WHEREOF, the undersigned intending to be legally bound hereby, have duly executed this Agreement of Limited Partnership effective as of the 22nd day of November, 2004.

GENERAL PARTNER:
Hughes GP & Management, Inc., a Delaware corporation
By:	/s/ John Z. Paré
	John Z. Paré, Secretary
LIMITED PARTNER:
Hughes Utilities Holdings, LLC, a Florida limited liability company
	By:	Hughes GP & Management, Inc., a Delaware corporation, its Manager
		By:	/s/ John Z. Paré
			John Z. Paré, Secretary

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EX-3.48

Exhibit 3.48

ARTICLES OF ORGANIZATION FOR

HUGHES WATER & SEWER HOLDINGS, LLC

(a Florida limited liability company)

The undersigned representative of a Member, desiring to form a limited liability company under and pursuant to the Florida Limited Liability Company Act, Chapter 608, Florida Statutes, does hereby adopt the following Articles of Organization:

ARTICLE I. NAME

The name of the limited liability company is: Hughes Water & Sewer Holdings, LLC.

ARTICLE II. ADDRESS

The mailing address and street address of the principal office of the Company is:

One Hughes Way

Orlando, FL 32805

ARTICLE III. DURATION

The period of duration for the Company shall be perpetual, unless terminated in accordance with the Company’s Operating Agreement or by the unanimous written agreement of all Members.

ARTICLE IV. INITIAL REGISTERED AGENT AND OFFICE

The name and street address of the initial registered agent of the Company are:

Corporation Service Company

1201 Hayes Street

Tallahassee, FL 32301

ARTICLE V. MANAGEMENT

The business of the Company shall be conducted, carried on, and managed by no fewer than one (1) Manager, who shall be elected by the Members of the Company in the manner prescribed by and provided in the Operating Agreement of the Company. Therefore, the Company is a manager-managed company. Such

Manager(s) shall also have the rights and responsibilities described in the Operating Agreement of the Company.

ARTICLE VI. OPERATING AGREEMENT

The power to adopt, alter, amend, or repeal the Operating Agreement of the Company shall be vested in the Members of the Company.

/s/ Glenn A. Adams

Glenn A. Adams

Authorized Representative of a Member

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CERTIFICATE OF DESIGNATION OF

REGISTERED AGENT AND REGISTERED OFFICE

OF HUGHES WATER & SEWER HOLDINGS, LLC

Pursuant to the provisions of Section 608.415 or 608.507, Florida Statutes, Hughes Water & Sewer Holdings, LLC, a Florida limited liability company (the “Company”), hereby submits the following statement designating the registered office and registered agent in the state of Florida.

1. The name of the Company is: Hughes Water & Sewer Holdings, LLC.

2. The name of the registered agent and the address of the registered office are:

NAME:	CORPORATION SERVICE COMPANY
ADDRESS:	1201 Hayes Street
	Tallahassee, FL 32301

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, we hereby accept the appointment as registered agent and agree to act in this capacity. We further agree to comply with the provisions of all statutes relating to the proper and complete performance of our duties, and we are familiar with and accept the obligations of our position as registered agent as provided for in Chapter 608., F.S..

CORPORATION SERVICE COMPANY
By:	/s/ Deborah D. Skipper	Date: 11/19, 2004
Name:	Deborah D. Skipper
Title:	Asst. V. Pres.

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EX-3.49

Exhibit 3.49

OPERATING AGREEMENT

OF

HUGHES WATER & SEWER HOLDINGS, LLC

This Operating Agreement (this “Agreement”) of Hughes Water & Sewer Holdings, LLC, is entered into effective as of the 22^nd day of November, 2004, by Hughes Supply, Inc., as the sole member of the limited liability company (the “Member”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Florida Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Name. The name of the limited liability company formed hereby is Hughes Water & Sewer Holdings, LLC (the “Company”).

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

3. Registered Office. The address of the registered office of the Company in the State of Florida is 1201 Hayes Street, Tallahassee, FL 32301.

4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Florida is Corporation Service Company, 1201 Hayes Street, Tallahassee, FL 32301.

5. Powers of the Company.

(i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power:

(a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any other foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(b) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be

necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an “Affiliate”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise;

(d) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

(e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested;

(f) to sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(g) to appoint employees and agents of the Company, and define their duties and fix their compensation;

(h) to indemnify any person or entity and to obtain any and all types of insurance;

(i) to cease its activities and cancel its insurance;

(j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company;

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(k) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(l) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and

(m) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

(ii) The Company may merge with, or consolidate into, another Florida limited liability company or other business entity (as defined in Section 608.438 of the Act) upon the approval of the Member, in its sole discretion.

6. Member. The name and the business, residence or mailing address of the Member of the Company are as follows:

Name:	Address:
Hughes Supply, Inc.	One Hughes Way
	Orlando, Florida 32805

7. Powers of Member. The Member shall have the power to exercise any and all rights and powers granted to the Member pursuant to the express terms of this Agreement. Except as otherwise specifically provided by this Agreement or required by the Act, the Manager (as hereinafter defined) shall have the power to act for and on behalf of, and to bind, the Company. Glenn A. Adams is hereby designated as an authorized person, with the meaning of the Act, to execute, deliver and file the articles of organization of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

8. Management.

8.1 Management of the Company.

(i) Hughes GP & Management, Inc. is hereby appointed as Manager of the Company (the “Manager”) and, in such capacity, shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company’s business, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company.

(ii) The Manager shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all

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decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. The Manager shall be the sole person or entity with the power to bind the Company, except and to the extent that such power is expressly delegated to any other person or entity by the Manager, and such delegation shall not cause the Manager to cease to be the Member or the Manager.

(iii) The Manager may appoint individuals with or without such titles as it may elect, including the titles of President, Vice President, Treasurer, Secretary, and Assistant Secretary, to act on behalf of the Company with such power and authority as the Manager may delegate in writing to any such persons.

8.2 Powers of the Manager. The Manager shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts deemed by the Manager to be necessary or appropriate to effectuate the business, purposes and objectives of the Company, at the expense of the Company. Without limiting the generality of the foregoing, the Manager shall have the power and authority to:

(i) establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to allocations and distributions;

(ii) bring and defend on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise; and

(iii) execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company, including, without limitation, all documents, agreements and instruments related to the making of investments of Company funds.

The expression of any power or authority of the Manager in this Agreement shall not in any way limit or exclude any other power or authority of the Manager which is not specifically or expressly set forth in this Agreement.

8.3 No Management by Other Persons or Entities. Except and only to the extent expressly delegated by the Manager, no person or entity other than the Manager and the Member shall be an agent of the Company or have any right, power or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

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8.4 Reliance by Third Parties. Any person or entity dealing with the Company or the Manager may rely upon a certificate signed by the Member as to:

(i) the identity of the Manager;

(ii) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Manager or are in any other manner germane to the affairs of the Company;

(iii) the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

(iv) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or the Member.

8.5 Removal. The Member shall have the authority to remove the Manager with or without cause at any time. In the event of such removal or in the event of any other vacancy in the Manager position, the Member shall appoint a successor Manager as soon as practicable.

9. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution under Section 608.449 of the Act.

10. Capital Contribution. The Member has contributed the cash and property reflected on Schedule A attached hereto.

11. Additional Contributions. The Member is not required to make any additional capital contribution to the Company.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Manager.

14. Assignments. The Member may assign in whole or in part its limited liability company interest.

15. Resignation. The Member may not resign from the Company.

16. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional member of the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have more than one member.

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17. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

18. Indemnification.

18.1 Exculpation.

(i) For purposes of this Agreement, the term “Covered Persons” means the Member, the Manager, any Affiliate of the Member and any officers, directors, shareholder, partners or employees of the Member and their respective Affiliates, and any officer, employee or expressly authorized agent of the Company or its Affiliates.

(ii) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(iii) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within the professional or expert competence of such person or entity and who or which has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

18.2 Duties and Liabilities of Covered Persons.

(i) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

(ii) Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Covered Persons, or (b) whenever this Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and

6

reasonable to the Company or the Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise.

(iii) Whenever in this Agreement a Covered Person is permitted or required to make a decision (a) in its “discretion” or under a grant of similar authority or latitude, the Covered Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in its “good faith” or under another express standard, the Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

18.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

18.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 18 hereof.

18.5 Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Manager shall, in its sole discretion, deem reasonable, on behalf of Covered Persons and such other persons or entities as the Manager shall determine, against any liability that may be asserted against or expenses that may be incurred by any such person or entity in connection with the

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activities of the Company or such indemnities, regardless of whether the Company would have the power to indemnify such person or entity against such liability under the provisions of this Agreement. The Manager and the Company may enter into indemnity contracts with Covered Persons and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 18 hereof and containing such other procedures regarding indemnification as are appropriate.

19. Outside Business. The Member or Affiliate thereof may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and the Company and the Member shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper. The Member or Affiliate thereof shall not be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and the Member or Affiliate thereof shall have the right to take for its own account (individually or as a partner, shareholder, fiduciary or otherwise) or to recommend to others any such particular investment opportunity.

20. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Florida, without regard to the rules of conflict of laws thereof.

21. Fiscal Year. The fiscal year end and taxable year end of the Company shall be January 31.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day and year first aforesaid.

Hughes Supply, Inc.
By:	/s/ John Z. Paré
	John Z. Paré, Secretary

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SCHEDULE A

CASH AND PROPERTY CONTRIBUTED BY

HUGHES SUPPLY, INC.

$1,000 Cash

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EX-3.50

Exhibit 3.50

CERTIFICATE OF LIMITED PARTNERSHIP

OF

HUGHES WATER & SEWER, LTD.

(a Florida limited partnership)

The undersigned, desiring to form a limited partnership pursuant to the laws of the State of Florida, does hereby certify as follows:

1. Name. The name of the limited partnership is as follows:

Hughes Water & Sewer, Ltd.

2. Address. The street address of the principal place of business and the mailing address for the limited partnership are as follows:

One Hughes Way

Orlando, FL 32805

3. Registered Agent. The address of the office and the name and address of the agent for service of process required to be maintained by Section 620.105, Florida Statutes, are as follows:

Corporation Service Company

1201 Hayes Street

Tallahassee, FL 32301

4. General Partner. The name and business address of the general partner of the limited partnership are as follows:

Hughes GP & Management, Inc.

One Hughes Way

Orlando, FL 32805

5. Termination. The latest date upon which the limited partnership is to dissolve is December 31, 2054.

Under penalties of perjury, the undersigned declares that it has read the foregoing and knows the contents thereof and that the facts stated therein are true and correct.

Signed this 19^th day of November, 2004.

GENERAL PARTNER:
HUGHES GP & MANAGEMENT, INC.
By:	/s/ John Z. Paré
Name:	John Z. Paré
Title:	Secretary

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ACCEPTANCE OF DESIGNATION AS REGISTERED AGENT

AND AGENT FOR SERVICE OF PROCESS

The undersigned, having been designated the Agent for Service of Process, pursuant to Section 620.105, Florida Statutes, and Registered Agent, pursuant to Section 620.192, Florida Statutes, of Hughes Water & Sewer, Ltd., a limited partnership to be formed concurrently herewith under the Florida Revised Uniform Limited Partnership Act (1986), does hereby accept such designation and the obligations provided for in Sections 620.105 and 620.192, Florida Statutes.

		CORPORATION SERVICE COMPANY
Dated:	11/22, 2004	By:	/s/ Deborah D. Skipper
		Name:	Deborah D. Skipper
		Title:	Asst. V. Pres.

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AFFIDAVIT OF CAPITAL CONTRIBUTIONS

The undersigned, Hughes GP & Management, Inc., the sole general partner of Hughes Water & Sewer, Ltd., a Florida limited partnership, certifies:

1. The amount of capital contributions to date of the limited partners is $0.

2. The total amount of capital anticipated to be contributed by the limited partners at this time totals $1,000.

Signed this 19^th day of November, 2004.

FURTHER AFFIANT SAYETH NOT.

Under the penalties of perjury, the undersigned declares that it has read the foregoing and knows the contents thereof and that the facts stated herein are true and correct.

GENERAL PARTNER:
HUGHES GP & MANAGEMENT, INC.
By:	/s/ John Z. Paré
Name:	John Z. Paré
Title:	Secretary

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PLAN OF MERGER

The following Plan of Merger was adopted and approved by each party to the merger in accordance with the laws of the jurisdiction of such party’s formation or incorporation, as the case may be:

FIRST: The exact name, address and jurisdiction of each merging party (referred to hereinafter individually as a “Merging Party” and collectively as the “Merging Parties”) are as follows:

Name	Jurisdiction	Type of Entity
Gilleland Concrete Products, Inc.	Georgia	Corporation
One Hughes Way
Orlando, FL 32805
Hughes Water & Sewer Company	West Virginia	Corporation
One Hughes Way
Orlando, FL 32805
Panhandle Pipe & Supply Co., Inc.	West Virginia	Corporation
One Hughes Way
Orlando, FL 32805
Reaction Supply Corporation	California	Corporation
One Hughes Way
Orlando, FL 32805
Shrader Holding Company, Inc.	Arkansas	Corporation
One Hughes Way
Orlando, FL 32805
Standard Wholesale Supply Company	Nevada	Corporation
One Hughes Way
Orlando, FL 32805
Waterworks Sales Company	Colorado	Corporation
One Hughes Way
Orlando, FL 32805

SECOND: The exact name and jurisdiction of the surviving party (referred to hereinafter as the “Surviving Party”) are as follows:

Name	Jurisdiction	Type of Entity
Hughes Water & Sewer, Ltd.	Florida	Limited Partnership

THIRD: The terms and conditions of the merger are as follows:

The Merging Parties shall be merged with and into the Surviving Party which shall be the surviving entity at the effective date of the merger and which shall continue to exist as a limited partnership under the laws of the State of Florida. The Surviving Party shall succeed to all rights, assets, liabilities and obligations of the Merging Parties, and the separate existence of each Merging Entity shall cease at the effective date of the merger. The Certificate of Limited Partnership of the Surviving Party at the effective date of the merger shall be the Certificate of Limited Partnership of the Surviving Party. The Agreement of Limited Partnership of the Surviving Party at the effective date of the merger shall continue to be the Agreement of Limited Partnership of the Surviving Party, as the surviving limited partnership, and will continue in full force and effect unless mutually amended by all of its partners.

FOURTH: The manner and basis of converting the interests, shares, obligations or other securities of each Merging Party into the interests, shares, obligations or other securities of the Surviving Party are as follows:

The ultimate owner(s) of each Merging Party and the Surviving Party are identical. Accordingly, at the effective date of the merger, by virtue of the merger and without any action on the part of the holder(s) thereof, each share of capital stock of each Merging Party shall be cancelled without consideration automatically. Each general partnership interest and each limited partnership interest of the Surviving Party outstanding immediately prior to the effective date of the merger will continue to represent the outstanding partnership interests of the Surviving Party until such time as the Agreement of Limited Partnership of the Surviving Party is amended, as contemplated above, to reflect the addition of additional partners.

FIFTH: The name and address of the general partner (hereinafter referred to as the “General Partner”) of the Surviving Party is as follows:

Hughes GP & Management, Inc.

One Hughes Way

Orlando, FL 32805

The General Partner is a Delaware corporation and its Florida Document/Registration Number is F04000001125.

SIXTH: The effective date of this merger shall be on December 31, 2004.

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EX-3.51

Exhibit 3.51

AGREEMENT OF LIMITED PARTNERSHIP

OF

HUGHES WATER & SEWER, LTD.

This Agreement of Limited Partnership of Hughes Water & Sewer, Ltd., a Florida limited partnership (this “Agreement”), is entered into by and among Hughes GP & Management, Inc., a Delaware corporation, as general partner (the “General Partner”), and Hughes Water & Sewer Holdings, LLC, a Florida limited liability company, as limited partner (the “Limited Partner”). The General Partner and the Limited Partner are referred to collectively as the “Partners”, and the terms “General Partner” and “Limited Partner” shall refer also to additional general partners and limited partners, respectively, as may become parties to this Agreement.

The General Partner and the Limited Partner hereby form a limited partnership pursuant to and in accordance with the Florida Revised Uniform Limited Partnership Act, as amended from time to time (the “Act”), and hereby agree as follows:

1. Name. The name of the limited partnership formed hereby is Hughes Water & Sewer, Ltd. (the “Partnership”).

2. Purpose. The Partnership is formed for the object and purpose of engaging in any lawful act or activity for which limited partnerships may be formed under the laws of Florida.

3. Registered Office. The registered office of the Partnership in the State of Florida is 1201 Hayes Street, Tallahassee, Florida 32301.

4. Registered Agent. The registered agent of the Partnership at the address of the registered office is Corporation Service Company.

5. Partners. The names and mailing addresses of the General Partner and the Limited Partner are as follows:

General Partner:	Hughes GP & Management, Inc. One Hughes Way Orlando, Florida 32805
Limited Partner:	Hughes Water & Sewer Holdings, LLC One Hughes Way Orlando, Florida 32805

6. Powers. The powers of the General Partner include all powers, statutory and otherwise, possessed by general partners under the laws of the State of Florida.

7. Dissolution. The Partnership shall dissolve, and its affairs shall be wound up, on December 31, 2054 or at such earlier time as (a) all of the partners of the Partnership approve in writing, (b) an event of withdrawal of a general partner has occurred under the Act, or (c) an entry of a decree of judicial dissolution has occurred under Section 620.158 of the Act; provided, however, the Partnership shall not be dissolved or required to be wound up upon an event of withdrawal of a general partner described in Section 7(b) hereof if (i) at the time of such event of withdrawal, there is at least one (1) other general partner of the Partnership who carries on the business of the Partnership (any remaining general partner being hereby authorized to carry on the business of the Partnership), or (ii) within ninety (90) days after the occurrence of such event of withdrawal, all remaining partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the event of withdrawal, of one (1) or more additional general partners of the Partnership.

8. Capital Contributions. The Partners of the Partnership shall initially contribute cash and property to the Partnership in the amounts and of the type set forth across from each such partner’s name below:

	Cash/Property
General Partner:
Hughes GP & Management, Inc.	$	10
Limited Partner:
Hughes Water & Sewer Holdings, LLC	$	990

9. Additional Contributions. No partner of the Partnership is required to make any additional capital contribution to the Partnership.

10. Allocation of Profits and Losses and Distributions. The Partnership’s profits and losses shall be allocated and all distributions made to the Partners of the Partnership based upon the percentage set forth across from each partner’s name below:

General Partner:
Hughes GP & Management, Inc.	One percent	(1%)
Limited Partner:
Hughes Water & Sewer Holdings, LLC	Ninety-nine percent	(99%)

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The Limited Partnership may issue certificates evidencing each Partner’s ownership interest in the Limited Partnership. The total capital of the limited partnership shall be represented by 100 limited partnership units (“Units”). The Units represented on such certificates shall be proportionate to the relative percentages of profits and losses borne by the respective Partners.

11. Assignments.

(a) The Limited Partnership may assign all or any part of its interest in the Partnership and may withdraw from the Partnership only with the consent of the General Partner.

(b) The General Partner may assign all or part of its partnership interest in the Partnership and may withdraw from the Partnership without the consent of the Limited Partner.

12. Withdrawal. Except to the extent set forth in Section 11, no right is given to any partner of the Partnership to withdraw from the Partnership.

13. Admission of Additional or Substitute Members.

(a) One (1) or more additional or substitute limited partners of the Partnership may be admitted to the Partnership only with the consent of the General Partner.

(b) One (1) or more additional or substitute general partners of the Partnership may be admitted to the Partnership only with the consent of the General Partner or, in the event of more than one (1) general partner, only with the consent of a majority of the general partners.

14. Status of Limited Partner.

(a) The Limited Partner shall not participate in the management or control of the Partnership’s business, nor shall it transact any business for the Partnership, nor shall it have the power to act for of bind the Partnership, such powers being vested solely and exclusively in, the General Partner.

(b) No Limited Partner shall have any personal liability whatever, whether to the Partnership, to any of the Partners or to the creditors of the Partnership, for the debts of the Partnership or any of its losses except to the extent provided in the Act.

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15. Authority of General Partner.

(a) The General Partner shall have exclusive authority to manage and control the business and affairs of the Partnership. Pursuant to the foregoing, the General Partner shall have all of the rights and powers of a general partner as provided in the Act and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. In dealing with the General Partner acting on behalf of the Partnership, no person shall be required to inquire into the authority of such Partner to bind the Partnership.

(b) The General Partner shall devote such time to the Partnership business as it, in its sole discretion, shall deem to be necessary to manage and supervise the Partnership business and affairs; but nothing in this Agreement shall preclude the employment, at the expense of the Partnership, of any agent or third party to manage or provide other services in respect of the Partnership property subject to the control of the General Partner.

(c) Neither the General Partner nor any officer, director or employee of the General Partner shall be liable, responsible, or accountable in damages or otherwise to the Partnership or any Partner for any act or failure to act on behalf of the Partnership within the scope of the authority conferred on the General Partner by this Agreement or by law unless such act or omission was performed or omitted fraudulently or in bad faith or constituted wanton and willful misconduct or gross negligence.

(d) The Partnership shall indemnify and hold harmless the General Partner, each officer, director and employee of the General Partner, and the agents of each of them (each an “Indemnified Party”), from and against any loss, expense, damage or injury suffered or sustained by such person by reason of any act or omission arising out of his activities on behalf of the Partnership or in furtherance of the interests of the Partnership, including, but not limited to, any judgment, award, settlement, reasonable attorney’s fees, and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or claim and including any payments made by the General Partner to any of its officers, directors or employees pursuant to an indemnification agreement no broader than this section; provided that the act, omission, or alleged act or omission upon which such actual or threatened action, proceeding or claim is based was not performed or omitted fraudulently or in bad faith or as a result of wanton and willful misconduct or gross negligence by such Indemnified Party.

16. Power of Attorney.

(a) The Partners, jointly and severally, hereby irrevocably constitute and appoint the General Partner, with full power of substitution, their true and lawful attorney-in-fact in their name, place and stead to make, execute,

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sign and acknowledge, record and file, on behalf of them and on behalf of the Partnership, the following:

(i) a Certificate of Limited Partnership and any other certificates or instruments which may be required to be filed by the Partnership or the Partners under the laws of the State of Florida and any other jurisdiction whose laws may be applicable; and

(ii) any and all such other instruments as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement in accordance with its terms.

17. Books of Account, Records and Reports.

(a) Proper and complete records and books of account shall be kept by the General Partner in which shall be entered all matters relative to the Partnership’s business as are usually entered into records and books of account maintained by persons engaged in businesses of a like character. The Partnership books and records shall be kept on the accrual basis in accordance with generally accepted accounting principles, consistently applied. The books and records shall be open to the reasonable inspection and examination of the Partners or their duly authorized representatives during reasonable business hours.

(b) Each Limited Partner shall have the right to obtain from the General Partner, from time to time, upon reasonable demand, and subject to such reasonable standards as may be established by the General Partner and for any purpose reasonably related to the Limited Partner’s interest as a limited partner: (i) true and full information regarding the state of the business and the financial condition of the Partnership; (ii) promptly after becoming available, copies of the Partnership’s federal, state, and local income tax returns for each year; and (iii) such other information regarding the Partnership as is just and reasonable.

(c) The fiscal year end and taxable year end of the Partnership shall be January 31.

18. Waiver. A Partner may from time to time waive, directly or indirectly, any requirements placed upon another Partner under the terms of this Agreement. No consent or waiver, express or implied, by any Partner with respect to any breach, default or failure to act by another Partner hereunder shall be deemed or construed to be a consent or waiver with respect to any other breach, default or failure to act by such Member of the same provision or any other provision of this Agreement. Failure on the part of any Partner to complain of any act or failure to act of another Partner or to declare such other Partner in default shall not be deemed or constitute a waiver by such Partner of any rights hereunder.

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19. Miscellaneous. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

20. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Florida, all rights and remedies being governed by said laws.

IN WITNESS WHEREOF, the undersigned intending to be legally bound hereby, have duly executed this Agreement of Limited Partnership effective as of the 22nd day of November, 2004.

GENERAL PARTNER:
Hughes GP & Management, Inc., a Delaware corporation
By:	/s/ John Z. Paré
	John Z. Paré, Secretary
LIMITED PARTNER:
Hughes Water & Sewer Holdings, LLC, a Florida limited liability company
	By:	Hughes GP & Management, Inc., a Delaware corporation, its Manager
		By:	/s/ John Z. Paré
			John Z. Paré, Secretary

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EX-3.52

Exhibit 3.52

CERTIFICATE OF FORMATION

OF

HSI FUNDING, LLC

This certificate of formation (“Certificate of Formation”) of HSI Funding, LLC, (hereinafter referred to as the “Company”), to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), is duly executed and filed by an authorized person (“Authorized Person”) of Delaware Incorporators & Registration Service, LLC, which Authorized Person hereby certifies that:

FIRST: The name of the limited liability company formed hereby is HSI Funding, LLC.

SECOND: The registered office of the Company in the State of Delaware is located at Suite 1410, Nemours Building, 1007 Orange Street, Wilmington, County of New Castle, Delaware 19801.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Delaware Incorporators & Registration Service, LLC, Suite 1410, Nemours Building, 1007 Orange Street, Wilmington; County of Castle, Delaware 19801.

The undersigned Authorized Person has executed this Certificate of Formation this 16^th day of January, 2003.

Authorized Person:
DELAWARE INCORPORATORS & REGISTRATION SERVICE, LLC
By:	/s/ Keith R. Sattesalm
	Keith R. Sattesalm
	Vice President

EX-3.53

Exhibit 3.53

LIMITED LIABILITY COMPANY AGREEMENT OF

HSI FUNDING, LLC

A DELAWARE LIMITED LIABILITY COMPANY

Effective as of January 29, 2003

LIMITED LIABILITY COMPANY AGREEMENT

OF HSI FUNDING, LLC

This Limited Liability Company Agreement, dated as of January 29, 2003, is by the following parties:

HSI Holdings, Inc., a Delaware corporation, with its sole place of business at Harbour Centre, Fourth Floor, George Town, Grand Cayman, Cayman Islands; and

L&T of Delaware, Inc., a Delaware corporation, with its sole place of business at 1403 Foulk Road, Suite 102, Foulkstone Plaza, Wilmington, Delaware 19803 (collectively, the “Members”).

BACKGROUND

1. On January 16, 2003, Delaware Incorporators & Registration Service, LLC executed, delivered and filed with the Secretary of State of the State of Delaware a certificate of formation (the “Certificate of Formation”) to form HSI Funding, LLC, a limited liability company (“HSI Funding”), pursuant to and in accordance with the Delaware Limited Liability Company Act of the State of Delaware, 6 Del.C. §18-101 et seq. (the “LLC Act”). A copy of the Certificate of Formation is attached hereto as Exhibit A.

2. This Agreement governs the internal affairs of HSI Funding and the conduct of its business.

TERMS AND CONDITIONS

The Members, intending to be legally bound, agrees as follows:

ARTICLE 1 PRELIMINARY MATTERS; MEMBERSHIP

1.1 Effective Date of Agreement and Duration. The effective date of this Agreement (the “Effective Date”) is January 29, 2003. HSI Funding shall have perpetual duration.

1.2 Registered Agent and Registered Office. The name and address of the registered agent for service of process on HSI Funding in the State of Delaware is Delaware Incorporators & Registration Service, LLC, Suite 1410, 1007 Orange Street, the Nemours Building, Wilmington, County of New Castle, Delaware 19801. The registered office of HSI Funding in the State of Delaware is located at Suite 1410, 1007 Orange Street, Wilmington, County of New Castle, Delaware 19801.

1.3 Principal place of business of HSI Funding. HSI Funding’s principal place of business is located at P.O. Box 61, Harbour Centre, Fourth Floor, George Town, Grand Cayman, Cayman Islands. The’ Board of Managers established by Article 4 of

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this Agreement may change HSI Funding’s principal place of business from time to time in such Board of Manager’s sole discretion.

1.4 Purpose. The purpose of HSI Funding is to engage in any lawful act or activity for which limited liability companies may be formed under the LLC Act.

1.5 Form of Management. HSI Funding shall be managed by or under the direction of a Board of Managers (each member of the Board of Managers, a “Manager”, and acting as a body, the “Board”), as set forth in Article 4 of this Agreement.

1.6 Limited Liability of Members and Managers. The Members shall not be personally obligated or liable to any third party for any debt, obligation, or liability of HSI Funding solely by reason of being acting as a member. The Managers shall not be personally obligated or liable, either individually or as the Board, to any third party for any debt, obligation, or liability of HSI Funding solely by reason of being or acting as Managers.

1.7 Admission of Additional Members. Whether additional members shall be admitted as members of HSI Funding shall be in the sole discretion of the Members. If, at any time, HSI Funding has two or more Members, the Members shall with reasonable promptness make all amendments to this Agreement necessary to reflect their agreement concerning the allocation of HSI Funding’s profits and losses, the allocation of management rights, and other appropriate matters.

1.8 Annual Accounting Period. HSI Funding’s annual accounting period for financial and tax purposes shall end on the Friday closest to the end of January.

1.9 Method of Accounting. HSI Funding shall use the accrual method of accounting to compute its taxable income.

1.10 Effect of LLC Act. Except as otherwise provided in this Agreement or by law, the business and internal affairs of HSI Funding shall be governed by the LLC Act, as amended from time to time.

ARTICLE 2 PROTECTION OF LIMITED LIABILITY OF MEMBERS AND MANAGERS

The Board shall use its best efforts to protect the limited liability of the Members and the Managers in their capacities as such. These measures shall include, but not be limited to, the following:

2.1 Use of Name. The Board shall ensure that the full name “HSI Funding Funding, LLC”, including the abbreviation “LLC”, appears in all HSI Funding stationery, checks, business cards, invoices, advertisements, and other media containing the name of HSI Funding and likely to be read or heard by third parties.

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2.2 Separate Books and Accounts; No Commingling. The Board shall ensure that:

a. The books and accounts of HSI Funding are maintained separately from those of the Members and the Managers;

b. The assets of HSI Funding are not commingled with those of the Members or any of the Managers; and

c. The Members does not borrow money or other assets from HSI Funding or lend money or other assets to it except on the basis of reasonable documentation and arm’s-length terms.

2.3 Adequate Capitalization. HSI Funding shall use its best efforts to ensure that its cash and other assets, cash flow, insurance, and other financial resources are sufficient to enable it to meet its reasonably foreseeable liabilities when due.

2.4 Signing of Agreements, etc. In signing any agreement or other document on behalf of HSI Funding, the Managers and officers shall expressly identify themselves as Managers or officers of HSI Funding, as the case may be. In dealings with third parties on behalf of HSI Funding, the Managers and officers shall identify HSI Funding as the party on whose behalf they are acting and shall identify themselves as Managers or officers of HSI Funding, as the case may be.

2.5 No Misleading of Third Parties. Each Manager and officer of HSI Funding shall use his or her best efforts to ensure that no third party is misled into believing that the Members or any Manager or any officer is personally liable for any obligation of HSI Funding.

ARTICLE 3 LIMITED LIABILITY COMPANY INTEREST; CAPITAL CONTRIBUTIONS; DISTRIBUTIONS OF PROFITS

3.1 Limited Liability Company Interest. Upon execution of this Agreement, HSI Funding shall automatically issue a 99.99% Limited Liability Company Interest to HSI Holdings, Inc, and shall automatically issue a 0.1% Limited Liability Company Interest to L&T of Delaware, Inc. The Members’ Limited Liability Company Interests shall be evidenced by Certificates of Limited Liability Company Interest. The Members may take actions at a meeting duly noticed or by written consent.

3.2 Contributions of Cash and Non-cash Property. The Board and the officers of HSI Funding shall have the authority on behalf of HSI Funding to accept from the Members contributions of cash and non-cash property. Notwithstanding the foregoing, the Members shall have no duty to make any contributions to HSI Funding.

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3.3 Allocations of Profits and Losses and Allocations of Distributions. Only the Members shall be entitled to allocations of HSI Funding profits and losses, to allocations of distributions of HSI Funding profits and other HSI Funding assets, and to distributions of HSI Funding profits and other assets. No other person shall have any right to any such allocations or distributions.

ARTICLE 4 MANAGEMENT

4.1 Decision-making. Except to the extent otherwise provided by law or in this Agreement, the business and affairs of HSI Funding shall be managed by or under the direction of the Board of Managers. The Board shall consist of one or more individuals. The number of Managers shall be determined by the Members or in the manner set forth in the bylaws of HSI Funding; initially, such number shall be three and the Board shall consist of those individuals listed on Schedule 1 hereto. The Members shall appoint Managers, who shall serve at the pleasure of the Members, for a term established by the Members or as set forth in the bylaws and until such Manager’s successor is appointed or until his or her earlier death, resignation or removal, at any time and with or without cause, by the Members A Manager may resign upon written notice to the Board. In lieu of meetings of the Board, the Board may act by unanimous written consent

4.2 Bylaws. The Board may adopt bylaws for HSI Funding that contain any provision, not inconsistent with law or this Agreement, relating to the business and affairs of HSI Funding.

4.3 Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of at least one Manager and which may consist of one or more other natural persons as the Board may determine, who may but need not be a Manager. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management and conduct of the business and affairs of HSI Funding.

4.4 Officers. The Board may elect such officers as the Board deems necessary or desirable. Such officers shall have such powers, duties and authority as may be set forth by resolution of the Board or pursuant to the bylaws. One or more of the officers may be given the duty of recording the proceedings of the meetings of the Board in a book to be kept for that purpose. Officers shall hold office at the pleasure of the Board for such terms as are prescribed by the bylaws or by resolution of the Board and until such officer’s successor is elected and qualified or his or her earlier death, resignation or removal.

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4.5 Powers. The Board (acting for and on behalf and at the expense of HSI Funding), in extension and not in limitation of the rights and powers given by the LLC Act, other law or by the other provisions of this Agreement, shall, in its sole discretion, have the full and entire right, power and authority in the management of the business and affairs of HSI Funding, including the power and right:

4.5.1  To commence or defend litigation with respect to HSI Funding or any of its assets or liabilities; to compromise, settle, arbitrate, or otherwise adjust claims in favor of or against HSI Funding and to insure its assets and undertakings and those of the Members against any and all risks.

4.5.2  To make loans and extend credit to HSI Funding; to borrow money from the Members, any bank, any lending institution, and any other lender for any purpose, and in connection with therewith, issue notes, debentures or any other evidence of indebtedness and pledge, mortgage or otherwise encumber all or any of the assets of HSI Funding to secure repayment of the borrowed sums; and no bank, lending institution or other lender to which application is made for a loan by HSI Funding shall be required to inquire as to the purposes for which such loan is sought, and as between HSI Funding and such bank, lending institution or other lender, it shall be conclusively presumed that the proceeds of such loan are to be and will be used for the purposes authorized under this Agreement; to obtain replacement or refinancing of any indebtedness or security therefor with respect to any property of HSI Funding, or to repay the same in whole or in part and whether or not a prepayment penalty may be incurred.

4.5.3  To make distributions in kind of property of HSI Funding to the Members or for other purposes, to appraise (or have appraised) and evaluate the property to be thus distributed; and such appraisals and valuations shall be made by such person or persons as are selected or engaged by the Board or the Members.

4.5.4  To make such elections under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit, and as to all other relevant matters, as the Board, in its sole discretion, deems necessary or desirable.

4.5.5  To do all such acts and things and engage in all such proceedings, and to execute, acknowledge, seal and deliver all documents or instruments, although not specifically mentioned herein, as the Board, in its sole discretion, may deem necessary or desirable to conduct the business of HSI Funding and to carry out the purposes of HSI Funding and, in general, to carry on and do all things necessary to conduct the affairs of HSI Funding with all the powers that an individual may have in dealing with its own affairs.

4.6 Delegation. All powers of Board hereunder may be exercised by it and any or all of such powers may be assigned or delegated by the Board to one or more officers or to any other person, including persons and entities related to or affiliated with the Members.

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4.7 Fundamental Transactions. Notwithstanding any other provision of this Agreement, HSI Funding shall not make or commence any bankruptcy or insolvency filing or proceeding or similar filing or proceeding or be a party to any consolidation, merger or sale of all or substantially all of its assets without the approval of the Members, upon recommendation of the Board of Managers.

4.8 Manager Compensation. The Managers shall be compensated by HSI Funding for the Managers’ services under this Agreement as the Board shall determine from time to time.

ARTICLE 5 INTERESTED TRANSACTIONS; INDEMNIFICATION

5.1 Interested Transactions. Managers shall devote such of their time to the business of HSI Funding as they may, in their sole discretion, deem to be necessary to conduct such business. The Members, any shareholder, officer, director, employee or other person holding a legal or beneficial interest in the Members, any Manager, and any officer of HSI Funding may engage in or possess an interest in other business ventures of every nature and description, whether or not in competition with the business of HSI Funding and whether or not such business would constitute an opportunity for HSI Funding, independently or with others.

5.2 Contracts Between Affiliates. The Members or HSI Funding may contract with any person related to or affiliated with the Members or HSI Funding, and HSI Funding and such affiliate (including any of the directors, officers or employees of such affiliate), their designees and nominees, shall not be liable to HSI Funding or the Members for damages, losses, liability or expenses of any nature whatsoever resulting from errors in judgment or any acts or omissions, whether or not disclosed, unless caused by willful misconduct.

5.3 Indemnification. HSI Funding shall indemnify and advance expenses of Indemnifiable Parties to the fullest extent permitted under the laws of the State of Delaware. Such indemnification shall be made solely from the assets of HSI Funding For purposes of this Section 6.3, “Indemnifiable Parties” means the Members and its directors and officers, Managers, members of any committee of the Board, and officers of HSI Funding. HSI Funding may indemnify other persons and entities to the fullest extent permitted by law.

ARTICLE 6 TRANSFERS AND PLEDGES OF HSI FUNDING MEMBERSHIPS AND INTERESTS; PLEDGES

6.1 Transfer of Limited Liability, Company Interest Rights. The Members, in the Members’ sole discretion, may transfer (whether by sale, gift, or otherwise) all or any part of the Members’ limited liability company interests in HSI Funding, rights, including economic and non-economic rights, to any person at any time. The Members may make any such transfer under any terms and conditions that the Members deem appropriate.

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ARTICLE 7 HSI FUNDING BOOKS OF ACCOUNTS, REPORTS, ETC.

HSI Funding shall maintain on a current basis accurate books of account in accordance with financial standards normally applied to business formations generally similar to HSI Funding in size and business activities.

ARTICLE 8 DISSOLUTION

8.1 Definitions. For purposes of this Agreement:

a. Dissolution. The dissolution of HSI Funding means the cessation of its normal business activities and the beginning of the process of winding it up and liquidating it.

b. Winding Up. The winding up of HSI Funding means the process of concluding its existing business activities and internal affairs and preparing for its liquidation.

c. Liquidation. The liquidation of HSI Funding means the sale or other disposition of its assets and the distribution of its assets (or the distribution of the proceeds of the sale or other disposition of its assets) to its creditors and to the members.

8.2 Dissolution of HSI Funding. The Members in the Members’ sole and absolute discretion may determine whether and when to dissolve HSI Funding. HSI Funding shall be dissolved immediately upon the Members’ decision to dissolve it.

8.3 Winding Up and Liquidation. Promptly upon dissolution of HSI Funding, the Board shall wind up its business and internal affairs, shall liquidate it, and shall distribute its assets to the Members and to creditors as required by LLC Act.

8.4 Satisfaction of Debts. In connection with the winding-up of HSI Funding, the Board shall take all appropriate measures:

a. To comply with applicable federal and state tax laws and other laws relating to entity dissolutions; and

b. To bar known and unknown claims against HSI Funding to the extent possible under the laws of the State of Delaware.

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ARTICLE 9 MISCELLANEOUS PROVISIONS

9.1 Entire Agreement. This Agreement contains the complete agreement between the parties concerning its subject matter, and it replaces all earlier agreements between them, whether written or oral, concerning its subject matter.

9.2 Amendments. No amendment of this Agreement or of the Certificate of Formation shall be valid unless set forth In a writing signed by both parties.

9.3 Notices. All notices under this Agreement shall be in writing. They shall be sent by fax or by certified U.S. mail, return receipt requested. Notices shall be deemed to have been received when actually received.

9.4 Governing law. This Agreement shall be governed exclusively by the laws of the State of Delaware (without regard to its laws relating to conflict of laws).

9.5 Captions. Captions in this Agreement are for convenience only and shall be deemed irrelevant in construing its provisions

9.6 Miscellaneous Definitions. The terms “including” and “includes” mean a partial definition. The term “person” means a natural person and any kind of entity.

In witness of their acceptance of the above terms and conditions, the Members, by its duly authorized representative, has signed and dated this Agreement as follows:

MEMBERS:
L&T OF DELAWARE, INC.
BY:	/s/
	Gordon W. Stewart President
HSI HOLDINGS, INC.
By:	/s/ Martin J.F. Byrne
	Martin J.F. Byrne
	Assistant Secretary

Dated: as of January 29, 2003

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EXHIBIT A

TO

LIMITED LIABILITY COMPANY AGREEMENT

OF

HSI FUNDING, LLC

Certificate of Formation

[See Attached]

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EX-3.54

Exhibit 3.56

CERTIFICATE OF INCORPORATION

OF

HSI IP, INC.

FIRST: The name of the corporation is HSI IP, Inc. (the “Corporation”).

SECOND: The registered office of the Corporation in the State of Delaware is located at Suite 1410, Nemours Building, 1007 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered agent of the Corporation at that address is Delaware Incorporators & Registration Service, LLC.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The Corporation shall have authority to issue Three Thousand (3,000) shares of common stock, having a par value of One Dollar ($1.00) per share.

FIFTH: The Corporation shall indemnify directors and officers of the Corporation to the fullest extent permitted by law.

SIXTH: The directors of the Corporation shall incur no personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director; provided, however, that the directors of the Corporation shall continue to be subject to liability (i) for any breach of their duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the directors derived an improper personal benefit. In addition, the personal liability of directors shall further be limited or eliminated to the fullest extent permitted by any future amendments to Delaware law.

SEVENTH: The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, the number of members of which shall be set forth in, or determined in accordance with, the bylaws of the Corporation. The directors need not be elected by ballot unless required by the bylaws of the Corporation.

EIGHTH: The directors of the Corporation shall have the power to make, alter or amend the bylaws.

NINTH: Meetings of the stockholders shall be held outside the United Staten of America at such place and time as determined by the stockholders. The books of the Corporation shall be kept outside the United States of America at such place or places as may be designated from time to time by the board of directors or in the bylaws of the Corporation.

TENTH: The Corporation shall be located and conduct its business activities outside of the United States of America.

ELEVENTH: The name And mailing address of the incorporator is Delaware Incorporators Registration Service, LLC, Suite 1410, Nemours Building, 1007 Orange Street, Wilmington, County of New Castle, Delaware 19801.

TWELFTH: The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner now or hereinafter prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

THIRTEENTH: The powers of the incorporator shall terminate upon the election of directors.

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THE UNDERSIGNED INCORPORATOR, for the purpose of forming a corporation under the laws of the State of Delaware does execute this Certificate of Incorporation as of the 16th day of January, 2003.

DELAWARE INCORPORATORS & REGISTRATION SERVICE, LLC
By:	/s/ Keith R. Sattesahn
	Keith R. Sattesahn
	Vice President

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EX-3.55

Exhibit 3.57

AMENDED AND RESTATED BYLAWS

OF

HSI IP, INC.

Adopted August 14, 2003

ARTICLE I - STOCKHOLDERS

Section 1. Annual Meeting.

An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place outside the United States of America, at such date and time as shall be designated by the President, the Secretary or a majority of the members of the Board of Directors and stated in the notice of the meeting.

Section 2. Special Meetings.

Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors, the Chairperson or the President or as otherwise provided by law or the Certificate of Incorporation and shall be held at such place outside the United States of America, on such date, and at such time as they or he or she shall fix, and a majority of the stockholders may call a special meeting in accordance with Section 4 of Article of these Bylaws.

Section 3. Notice of Meetings.

Written notice of the place, date and time of all meetings of the stockholders shall be given, not less than ten nor more than sixty days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the Corporation).

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4. Quorum.

At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law.

If a quorum shall fail to attend any meeting, the Chairperson of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place outside the United States of America, date, or time.

If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

Section 5. Organization.

The Chairperson of the Board or, in the absence of such Chairperson, the President of the corporation or, in the President’s absence, such person as may be chosen by the

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Board of Directors, or if not so chosen, as selected by holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as Chairperson of the meeting. In the absence of the Secretary of the corporation, the Secretary of the meeting shall be such person as the Chairperson of the meeting appoints.

Section 6. Conduct of Business.

The Chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order.

Section 7. Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

Each stockholder shall have one vote for every share of stock entitled to vote which is registered in such stockholder’s name on the record date for the meeting, except as otherwise provided herein or required by law.

All voting, including on the election of directors, but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or such stockholder’s proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the Chairperson of the meeting.

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No proxy shall be voted on or after three (3) years from its date, unless the proxy provides for a longer period.

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast.

Section 8. Consent of Stockholders in Lieu of Meeting.

Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II - BOARD OF DIRECTORS

Section 1. Number and Term of Office.

The number of directors who shall constitute the whole board shall be such number as the Board of Directors shall at the time have designated, except that in the absence of any such designation, such number shall be three (3). Each director shall be elected for a term of one year and until such director’s successor is elected and qualified, except as otherwise provided herein or required by law.

Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until

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the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.

Section 2. Vacancies.

If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor (or the unexpired term and until such director’s successor is elected and qualified.

Section 3. Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places outside the United States of America, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 4. Special Meeting.

Special meetings of the Board of Directors may be called only by the Chairperson, the President, or their respective delegates, a majority of ‘the directors or a majority of the stockholders and shall be held at such place outside the United States of America, on such date, and at such time as the authorized person(s) calling such meeting shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five days before the meeting or by hand delivering, telegraphing, telecopying or sending by overnight courier the same not less than twenty-four hours before the meeting. The attendance of a director at a meeting shall constitute a waiver of notice for the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

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Section 5. Quorum.

At any meeting of the Board of Directors, a majority of the total number of the whole Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to any place outside the United States of America, date, or time, without further notice or waiver thereof.

Section 6. Participation in Meetings by Conference Telephone.

Notwithstanding any provision of these bylaws to the contrary, members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting; provided that at least one-third of the Board of Directors is physically present outside the United States of America.

Section 7. Chairperson of the Board.

The Board of Directors shall elect, at its original meeting and each annual meeting, a Chairperson of the Board (the “Chairperson”) who shall be a director and who shall hold office until the next annual meeting of the Board and until such Chairperson’s successor is elected and qualified or until such Chairperson’s earlier resignation or removal by act of the Board. The Chairperson shall preside at meetings of the stockholders and the Board. In the absence of the Chairperson, the President shall preside at meetings of the stockholders and the Board, or in the President’s absence, such person as designated by the Board of Directors in accordance with these Bylaws.

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Section 8. Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. The Board of Directors may take action without a meeting if all members thereof consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board of Directors. The Board of Directors from time to time may declare and authorize the payment of dividends on its outstanding shares in the manner and on the terms and conditions permitted by law.

Section 9. Compensation of Directors.

Directors may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

Section 10. Removal of Directors.

Any director of the corporation may be removed at any time, with or without cause, by a majority vote of the stockholders.

ARTICLE III - OFFICERS

Section 1. Generally.

The officers of the corporation shall consist of a President, a Secretary and such other officers, including, for example, Vice Presidents, Assistant Treasurers and Assistant Secretaries, as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until such officer’s successor is

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elected and qualified or until such officer’s earlier resignation or removal. A vacancy in office may be filled at any time by the Board of Directors.

One person may hold more than one of the offices specified in this section and may have such other titles as the Board of Directors may determine.

Section 2. President.

The President shall be the chief executive officer of the corporation. Subject to the provisions of these bylaws and to the direction of the Board of Directors, the President shall have the responsibility for the general management and control of the business and affairs of the corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to the President by the Board of Directors. The President shall have power to sign all stock certificates, contracts and other instruments of the corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the corporation.

Section 3. Vice President.

There may be such number of Vice Presidents as the Board of Directors shall appoint. Any such Vice President shall have such powers and duties as may be delegated to the Vice President by the Board of Directors. A Vice President may be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability. Any Vice President shall have the authority to sign all stock certificates, contracts and other instruments of the corporation, unless otherwise provided by the President. In the absence of the Chairperson and the President, one Vice President so designated by the Board of Directors shall preside at meetings of the stockholders and the Board of Directors.

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Section 4. Treasurer/Assistant Treasurer.

The Treasurer shall have the responsibility for maintaining the financial records of the corporation and shall have custody of all monies and securities of the corporation. The Treasurer shall make such disbursements of the funds of the corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe. The Board of Directors may also elect one or more Assistant Treasurers, if deemed necessary or appropriate, who shall have the powers and duties of the Treasurer, except as may be otherwise determined by the Board of Directors.

Section 5. Secretary/Assistant Secretary.

The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. The Secretary shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe. The Board of Directors may also elect one or more Assistant Secretaries, if deemed necessary or appropriate who shall have the powers and duties of the Secretary, except as may be otherwise determined by the Board of Directors.

Section 6. Delegation of Authority.

The Board of Directors or its officers may from time to time in writing delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 7. Removal.

Any officer of the corporation may be removed at any time, with or without cause, by the Board of Directors.

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Section 8. Action with Respect to Securities of Other Corporations.

Unless otherwise directed by the Board of Directors, any officer of the corporation or his or her respective delegate, shall have power to vote and otherwise act on behalf of the corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this corporation may hold securities and otherwise to exercise any and all rights and powers which this corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE IV - STOCK

Section 1. Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by or in the name of the corporation by any two officers, certifying the number of shares owned by such stockholder. The name and address of the person to whom shares are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. The corporation shall be entitled to recognize the exclusive right of the person registered on its books as the owner of such shares.

Section 2. Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by transfer agents designated to transfer shares of the stock of the corporation. Except where a certificate is issued in accordance with Section 4 of this Article IV, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3. Record Date.

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may

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fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 4. Lost, Stolen or Destroyed Certificates.

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish

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concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5. Regulations.

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE V - PURPOSES AND POWERS

Section 1. Purposes and Powers.

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware; provided that the corporation shall be located and conduct its business activities outside the United States of America.

ARTICLE VI - - INDEMNIFICATION AND INSURANCE

Section 1. Scope.

Except as prohibited by law, every director and officer of the corporation now or hereafter serving as such shall be entitled as of right to be indemnified by the corporation against reasonable expense and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the corporation or otherwise, by reason of such person being or having been a director or officer of the corporation or by reason of the fact that such officer or director of the corporation is or was serving at the request of the corporation as a director, officer, employee, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as “action”); provided however that no such person shall be

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indemnified against, nor be reimbursed for any expense incurred in connection with any liability arising out of his or her own willful misconduct or gross negligence. Such indemnification shall include the right to have expenses incurred by such person in connection with an action paid in advance by the corporation prior to final disposition of such action; provided that such director or officer agrees to repay the amounts so paid if it is ultimately determined that such expense is not authorized under this Section 1. Persons who are not directors or officers of the corporation may be similarly indemnified in respect of service to the corporation or to another such entity at the request of the corporation to the extent the Board of Directors at any time determines that such person is entitled to the benefits of this Article. As used herein, “expense” shall include fees and expenses of counsel selected by such person; and “liability” shall include amounts of judgments, excise taxes, fines and penalties, and amounts paid in settlement.

Section 2. Means of Indemnification.

The corporation may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person in connection with any action, whether or not the corporation would have the power to indemnify such person against such liability or expense by law or under this Article. The corporation may create a trust fund, grant a security interest, cause a letter of credit to be issued or use other means (whether or not similar to the foregoing) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

Section 3. Agreement for Indemnification.

The corporation shall have the express authority to enter into such agreements as the Board of Directors deems appropriate for the indemnification, including advancement of expenses, of present or future directors and officers of the corporation and other persons in

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connection with their service to, or status with, the corporation or any other corporation, partnership, joint venture, trust, employee benefit plan or other entity with whom such director, officer or other person is serving at the request of the corporation.

Section 4. Nature of Right of Indemnification.

The right of indemnification provided for herein (i) shall not be deemed exclusive of any other rights to which those seeking indemnification hereunder may be entitled, (ii) shall be deemed to create contractual rights in favor of persons entitled to indemnification hereunder, (iii) shall continue as to persons who have ceased to have the status pursuant to which they were entitled or were determined to be entitled to indemnification hereunder and shall inure to the benefit of the heirs and legal representatives of persons entitled to indemnification hereunder and (iv) shall be applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof. The rights of indemnification provided for herein may not be amended, modified or repealed so as to limit in any way the indemnification provided for herein with respect to any acts or omissions occurring prior to the effective date of any such amendment, modification or repeal.

ARTICLE VII - NOTICES

Section 1. Notices.

Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent, shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, by sending such notice by Federal Express or similar overnight courier, or by sending such notice by electronic transmission. Any such notice shall be addressed to such stockholder, director, officer, employee, or agent at his or her last

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known address as the same appears on the books of the corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails, by overnight courier, or by electronic transmission shall be the time of the giving of the notice.

Section 2. Waivers.

A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE VIII - MISCELLANEOUS

Section 1. Corporate Seal.

The Board of Directors may provide a suitable seal, containing the name of the corporation, which seal shall be in the charge of the Secretary or his delegate. Duplicates of the seal may be kept and used by the Treasurer or Secretary or by an Assistant Secretary or Assistant Treasurer.

Section 2. Reliance upon Books, Reports and Records.

Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the corporation, including reports made to the corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

Section 3. Fiscal Year.

The fiscal year of the corporation shall be as fixed by the Board of Directors.

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Section 4. Time Periods.

In applying any provision of these bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE IX - AMENDMENTS

Section 1. Amendments.

These bylaws may be amended, suspended or repealed in a manner consistent with law at any regular or special meeting of the Board of Directors by vote of a majority of the entire Board or at any stockholders meeting called and maintained in accordance with Article I of these bylaws. Such amendment, suspension or repeal may be evidenced by resolution or as the Board may otherwise deem appropriate.

THE UNDERSIGNED, Assistant Secretary of HSI IP, Inc., does hereby certify that the foregoing is a true copy of the Amended and Restated Bylaws of HSI IP, Inc. and that the same are in full force and effect as of the date indicated below.

Dated: As of August 14, 2003

/s/ Martin J.F. Byrne

Martin J.F. Byrne

Assistant Secretary

[SEAL]

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EX-3.56

Exhibit 3.58

ARTICLES OF INCORPORATION

OF

MEREX MERGER CORPORATION

The undersigned natural person of the age of eighteen (18) years or more, acting as Incorporator of a corporation (hereinafter referred to as the “Corporation” under the Texas business Corporation Act (hereinafter referred to as the “Act”), does hereby adopt the following Articles of Incorporation for the Corporation:

ARTICLE I

Name

The name of the Corporation is Merex Merger Corporation.

ARTICLE II

Duration

The period of duration of the Corporation is perpetual.

ARTICLE III

Purpose

The purpose for which the Corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the Act.

ARTICLE IV

Capital Stock

SECTION 1. AUTHORIZED SHARES. The aggregate number of shares which the Corporation shall have authority to issue is 100,000 with a par value per share of $0.01. The shares are designated as Common Stock and have identical rights and privileges in every respect.

SECTION 2. PREEMPTIVE RIGHTS. No shareholder of the Corporation shall by reason of his holding shares in the Corporation possess a preemptive and preferential right to purchase or subscribe to additional, unissued or treasury shares of any class of the Corporation, now or here after to be authorized,

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and any notices, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized.

SECTION 3. CUMULATIVE VOTING. Directors shall be elected by majority vote. Cumulative voting is expressly denied.

ARTICLE V

Initial Consideration for Issuance of Shares

The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000.00), consisting of money, labor done or property actually received.

ARTICLE VI

Initial Registered Office and Agent

The address of the initial registered office of the Corporation is 1212 Guadalupe, Suite 102, Austin, Texas 78701, and the name of the initial registered agent of the Corporation at such address is Capitol Corporate Services, Inc.

ARTICLE VII

Board of Directors

The number of directors of the Corporation shall be fixed from time to time in the manner provided by the bylaws, but no decrease shall have the effect of shortening the term of any incumbent director. The number constituting the initial Board of Directors is three (3), and the name and address of each person who is to serve as a director until the first annual meeting of shareholders, or until their successors are elected and qualified, is as follows:

Name	Address
David H. Hughes	20 North Orange Avenue, Suite 200
	Orlando, Florida 32802-2273
J. Stephen Zepf	20 North Orange Avenue, Suite 200
	Orlando, Florida 32802-2273
A. Stuart Hall	20 North Orange Avenue, Suite 200
	Orlando, Florida 32802-2273

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ARTICLE VIII

Purchase of Shares

The Corporation may purchase directly or indirectly its own shares to the extent the money or other property paid or the indebtedness issued therefore does not (i) render the Corporation unable to pay its debts as they become due in the usual course of business or (ii) exceed the surplus of the Corporation, as defined in the Act. Notwithstanding the limitations contained in the preceding sentence, the Corporation may purchase any of its own shares for the following purposes, provided that the net assets of the Corporation, as defined in the Act, are not less than the amount of money or other property paid or the indebtedness issued therefore: (i) to eliminate fractional shares; (ii) to collect or compromise indebtedness owned by or to the Corporation; (iii) to pay dissenting shareholders entitled to payment for their shares under the Act; and (iv) to effect the purchase or redemption of redeemable shares in accordance with the Act.

ARTICLE IX

Bylaws

The initial Bylaws of the Corporation shall be adopted by the Board of Directors. The power to alter, amend or repeal the bylaws of the Corporation or adopt new Bylaws is vested in the Board of Directors, subject to repeal or change by action of the shareholders of the Corporation.

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ARTICLE X

Indemnification

The Corporation shall indemnify, in accordance with and to the fullest extent now or hereafter permitted by Texas law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, an action by or in the right of the Corporation), by reason of his acting as a director, officer, employee or agent of, or his acting in any other capacity for, on behalf of, or at the request of, the Corporation, against any liability or expense actually or reasonably incurred by such person in respect thereof.

No director of the Corporation shall be liable to the Corporation or any of its shareholders for monetary damages for an act or omission in the director’s capacity as a director, except that this article does not eliminate or limit the liability of a director for: (i) a breach of a director’s duty of loyalty to the Corporation or its shareholders, (ii) an act or omission not in good faith that involves intentional misconduct or a knowing violation of law; (iii) a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; (iv) an act or omission for which the liability of a director is expressly provided for by statute; or (v) an act related to an unlawful stock repurchase or payment of a dividend. If the Texas Business Corporation Act or the Texas Miscellaneous Corporation Laws Act (hereinafter referred to collectively as the “Corporation Acts”) hereafter are amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Corporation Acts. No amendment to or repeal of this Article X shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

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ARTICLE XI

Incorporator

The name and address of the Incorporator is L. M. Wilson

700 Louisiana, Suite 1900

Houston, TX 77002

IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 4^th day of December, 1997.

INCORPORATOR

/s/ L. M. Wilson

L. M. Wilson

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EX-3.57

Exhibit 3.59

BYLAWS

OF

MEREX MERGER CORPORATION

I.

CAPITAL STOCK

Section 1. Certificates Representing Shares. Certificates in the form determined by the Board of Directors and as shall conform to the requirements of the statutes, the Articles of Incorporation and these Bylaws shall be delivered representing all shares to which shareholders are entitled. Such certificates shall be consecutively numbered and shall be entered in the share transfer records of the Company as they are issued. Each certificate shall state on its face the holder’s name, the number and class of shares, the par value of shares or a statement that such shares are without par value, and such other matters as may be required by law. Each certificate shall be signed by the President or a Vice President and either the Secretary or any Assistant Secretary, and may bear the seal of the Company or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles, if the certificate is countersigned by a transfer agent or registered by a registrar, either of which is other than the Company itself or an employee of the Company. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer at the date of its issuance.

Section 2. Issuance. Shares (both treasury and authorized but unissued) may be issued for such consideration (not less than par value) and to such persons as the Board of Directors may determine from time to time. Shares may not be issued until the full amount of the consideration, fixed as provided by law, has been paid.

Section 3. Payment for Shares.

(a) The consideration for the issuance of shares shall consist of money paid, labor done (including services actually performed for the Company), or property (tangible or intangible) actually received. Neither promissory notes nor the promise of future services shall constitute payment for shares.

(b) In the absence of fraud in the transaction, the judgment of the Board of Directors as to the value of consideration received shall be conclusive.

(c) When consideration, fixed as provided by law, has been paid, the shares shall be deemed to have been issued and shall be considered fully paid and nonassessable.

(d) The consideration received for shares shall be allocated by the Board of Directors, in accordance with law, between stated capital and capital surplus accounts.

Section 4. Lost, Stolen, or Destroyed Certificates. The Company shall issue a new certificate in place of any certificate for shares previously issued if the registered owner of the certificate:

(a) Makes proof in affidavit form that it has been lost, destroyed, or wrongfully taken; and

(b) Requests the issuance of a new certificate before the Company has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; and

(c) Gives a bond in such form, and with such surety or sureties, with fixed or open penalty, as the Company may direct, to indemnify the Company (and its transfer agent and registrar, if any) against any claim that many be made on account of the alleged loss, destruction or theft of the certificate; and

(d) Satisfies any other reasonable requirements imposed by the Company.

When a certificate has been lost, apparently destroyed, or wrongfully taken, and the holder of record fails to notify the Company within a reasonable time after he has notice of it, and the Company registers a transfer of the shares represented by the certificate before receiving such notification, the holder of record is precluded from making any claim against the Company for the transfer or for a new certificate.

Section 5. Registered Owner. Prior to due presentment for registration of transfer of a certificate for shares, the Company is entitled to treat the registered owner as the person exclusively entitled to vote, to receive notices and otherwise to exercise all the rights and powers of a shareholder. The Company shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

Section 6. Shareholders of Record. The Board of Directors of the Company may appoint one or more transfer agents or registrars of any class of stock of the Company. Unless and until such appointment is made, the Secretary of the Company shall maintain among other records a stock certificate book, the stubs in which shall set forth the names and addresses of the holders of all issued shares of the Company, the number of shares held by each, the certificate numbers representing such shares, and whether or not such shares originate from original issues or from transfer. The names and addresses of the shareholders, as they appear on the stock certificate book, shall be the official list of shareholders of record of the Company for all purposes. The Company shall be entitled to treat the holder of record of any shares of the Company as the owner thereof for all purposes, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including (but without limitation) a purchaser, assignee, or transferee, unless and until such other person becomes the holder of record of such shares, whether or not the Company shall have either actual or constructive notice of the interest of such other person.

Section 7. Transfer of Shares; The shares of the Company shall be transferable only on the stock certificate books of the Company by the holder of record thereof, or by his duly authorized attorney or legal representative, upon endorsement and surrender for cancellation of the certificate(s) for such shares. The Company shall register the transfer of a certificate for shares presented to it for transfer provided the Company has no notice of an adverse claim or has discharged any duty to inquire into such a claim, and any applicable law relating to the collection of taxes has been complied with. All certificates surrendered for transfer shall be cancelled, and no new certificate shall be issued

until a former certificate or certificates for a like number of shares shall have been surrendered and cancelled, except that in the case of a lost, destroyed, or mutilated certificate, a new certificate may be issued therefor upon such conditions for the protection of the Company and any transfer agent or registrar (including the requirement of a bond or of indemnification) as the Board of Directors or the Secretary may prescribe.

Section 8. Agreements Among Shareholders. The shareholders of the Company shall have the power to make, amend and terminate any Voting Agreement, Voting Trust or Buy-Sell Agreement as they may deem proper.

II.

MEETINGS OF SHAREHOLDERS

Section 1. Place of Meetings. All meetings of shareholders shall be held at the principal office of the Company, or at such other place within or without the State of Texas as may be designated by the Board of Directors or officer calling the meeting or as shall be specified or fixed in the respective notices or waivers of notice thereof.

Section 2. Annual Meeting. Annual meetings of the shareholders, commencing with the year 1998, shall be held on the second Tuesday of April of each year at such hour as may be designated in the notice of the meeting, if such day is not a legal holiday and, if a holiday, then on the first following day that is not a legal holiday. The Board of Directors may postpone the time of holding the annual meeting of shareholders for such period not exceeding ninety (90) days, as they may deem advisable. Failure to hold the annual meeting at the designated time shall not work a dissolution of the Company nor impair the powers, rights and duties of the Company’s officers and Directors. At annual meetings, the shareholders shall elect Directors and transact such other business as may properly be brought before the meeting. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or the Board of Directors. Special meetings of shareholders shall be called by the President or the Secretary upon the written request of the holders of shares entitled to not less than ten percent (10%) of all the outstanding shares of the Company entitled to vote at such meeting. Such request shall state the purpose or purposes of such meeting and the matters proposed to be acted on thereat. Business transacted at a special meeting shall be confined to the purposes stated in the notice of the meeting.

Section 4. Notice of Meeting. Written notice of all meetings stating the place, day, and hour of each meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the share transfer records of the Company, with postage thereon prepaid. Waiver by a shareholder in writing of notice of a shareholders’ meeting, signed by him, whether before or after the time of such meeting, shall be

equivalent to the giving of such notice. Attendance by a shareholder, whether in person or by proxy, at a shareholders’ meeting shall constitute a waiver of notice of such meeting of which he has had no notice.

Section 5. Closing of Share Transfer Records and Fixing of Record Date for Meetings. The Board of Directors may, by resolution, fix in advance a date as the record date for the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of shareholders for any other purposes (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders). Such date, in any case, shall not be more than sixty (60) days and not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. In lieu of fixing a record date, the Board of Directors may provide that the share transfer records shall be closed for a stated period but not to exceed, in any case, twenty (20) days. If the share transfer records are closed for the purpose of determining shareholders entitled to notice of, or to vote at, a meeting of shareholders, such records shall be closed for at least ten (10) days immediately preceding such meeting. If the share transfer records are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the mailing is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the share transfer records and the stated period of closing has expired.

Section 6. Voting List. The officer or agent having charge of the share transfer records for shares of the Company shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Company and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection by any shareholder during the whole time of the meeting. The original share transfer records shall be prima facie evidence as to which shareholders are entitled to examine such list or transfer records or to vote at any meeting of shareholders. Failure to comply with any requirements of this Section shall not affect the validity of any action taken at such meeting.

Section 7. Voting at Meetings. Each holder of shares of the Company entitled to vote shall be entitled to one vote upon each matte submitted to a vote at a meeting of shareholders for each such share, either in person or by proxy, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the Articles of Incorporation.

Section 8. Proxies. At any meeting of shareholders, a shareholder having the right to vote may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. A telegram, telex, cablegram, or similar transmission by the shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder, shall be treated as an execution in writing for purposes of this Section. Such proxy shall be filed with the Secretary of the Company before or at the time of the meeting. No proxy shall be valid after eleven

(11) months from the date of its execution, unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law.

Section 9. Quorum. Unless otherwise provided in the Articles of Incorporation of the Company, the holders of a majority of the shares issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but if a quorum is not represented, a majority in interest of those represented may adjourn the meeting from time to time, without further notice other than announcement at the meeting, until a quorum shall be present or represented. If the adjournment is for more than fifty (50) days, or if after adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at such meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The vote of the holders of a majority of the shares entitled to vote and thus represented at a meeting at which a quorum is present shall be the act of the shareholders’ meeting unless the vote of a greater number is required by law, the Articles of Incorporation or these Bylaws, in which case the vote of such greater number shall be requisite to constitute the act of the meeting. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 10. Presiding Officer and Conduct of Meetings. The Chairman of the Board of Directors shall preside at all meetings of the shareholders and shall automatically serve as Chairman of such meetings. In the absence of the Chairman of the Board of Directors, or if the Directors neglect or fail to elect a Chairman, then the President of the corporation shall preside at the meetings of the shareholders and shall automatically be the Chairman of such meeting, unless and until a different person is elected by a majority of the shares entitled to vote at such meeting.

Section 11. Action by Shareholders without Meeting. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Fixing Record Dates for Consents to Action. Unless a record date shall have previously been fixed or determined pursuant to Section 5, whenever action is proposed to be taken by consent in writing without a meeting of shareholders, the Board of Directors may fix a record date for the purpose of determining shareholders entitled to consent to that action, which record date shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors and the prior action of the Board of Directors is not required by this Act, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action or proposed action to be taken is delivered to the corporation by delivery to its registered office, its principal place of business or an officer or agent of the Company having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Company’s principal place of business shall be addressed to the President or the principal executive officer of the Company. If no record date shall have been fixed by the Board of Directors and prior action of the Board of Directors is required by this Act, the record date

for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action.

Section 13. Telephone Meetings. Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, the shareholders may, unless otherwise restricted by the Articles of Incorporation or these Bylaws, participate in and hold a meeting using conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

III.

DIRECTORS

Section 1. Management. The powers of the Company shall be exercised by or under the authority of, and the business, affairs and property of the Company shall be managed and controlled under the direction of the Board of Directors which may exercise all such powers of the Company and do all such lawful acts and things as are not by statute, the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders.

Section 2. Number and Tenure. The Board of Directors shall consist of at least one (1) member, which number shall be fixed by the Board of Directors and may be increased or decreased from time to time by resolution of the Board of Directors, but shall never be less than one (1) and, provided that no decrease shall effect the shortening of the term of any incumbent Director. The directors shall be elected at each annual meeting of shareholders, except as provided in Section 4 below. At each election, the persons receiving the greatest number of votes shall be elected Directors. Unless sooner removed in accordance with these Bylaws or until the Company has received a written resignation, members of the Board of Directors shall hold office until the next succeeding annual meeting of shareholders and until their successors shall have been elected and qualified.

Section 3. Qualifications. Directors need not be shareholders of the Company or residents of any particular state.

Section 4. Vacancies. Any vacancies occurring in the Board of Directors, including vacancies resulting from any increase in the number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, though less than a quorum of the entire Board, and the Directors so elected shall hold office for the unexpired- term of his predecessor in office until the next annual meeting and until their successors are elected and have qualified. A vacancy shall be deemed to exist by reason of the death, resignation, or upon the failure of shareholders to elect Directors to fill the unexpired terms of Directors removed in accordance with the provisions of these Bylaws.

Section 5. Place of Meeting. Meetings of the Board of Directors may be held either within or without the State of Texas, at whatever place is specified by the officer or director calling a meeting or at the same place as the annual meeting of shareholders. In the absence of specific designation, the meeting shall be held at the principal office of the Company.

Section 6. Regular Meetings. The Board of Directors shall meet each year immediately following the annual meeting of the shareholders, at the place of such meeting, for the transaction of such business as may properly be brought before it. No notice of annual meetings need be given to either old or new members of the Board of Directors. Regular meetings may be held at such other times as shall be designated by the Board of Directors.

Section 7. Special Meetings. Special meetings of the Board of Directors may be held at any time upon the call or at the request of the President, the Secretary, or any Director of the Company. The person or persons authorized to call special meetings of the Board of Directors may fix any place for holding any special meeting of the Board of Directors called by them. Notice shall be delivered personally or sent by mail or telegram to the last known address of each Director at least three (3) days before the meeting. Oral notice may be substituted for such written notice if given not later than one (1) day before the meeting. Notice of the time, place, and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of notice. Any Director may waive notice of any meeting. Attendance of a Director at such meeting shall also constitute waiver of notice thereof, except where he attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Except as otherwise herein provided, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of such meeting.

Section 8. Quorum. At all meetings of the Board of Directors, the presence of a majority of the number of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. If a quorum is not present at a meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. The act of a majority of the Directors present at such meeting at which a quorum is present shall be the act of the Board of Directors. Any regular or special Directors’ meeting may be adjourned from time to time by those present, whether a quorum is present or not.

Section 9. Chairman. A majority of the Directors shall elect from its members a Chairman who shall preside at all meetings of the Board of Directors. The Chairman shall hold this office until the next regular meeting of the Directors or until his successor shall have been elected and qualified. In the absence of the Chairman, or if the Directors neglect or fail to elect a Chairman, then the President of the Company, if he is a member of the Board of Directors, shall automatically serve as Chairman of the Board of Directors.

Section 10. Secretary. The Secretary of the Board of Directors shall be the Secretary of the Company, and the Secretary shall act as Secretary of the Directors’ meetings and record the minutes of all such meetings. If the Secretary of the Company is not available, then the Chairman, or the President, as the case may be, may appoint a person to serve as Secretary of the meeting, and such person shall not be required to be a member of the Board of Directors nor an officer of the Company.

Section 11. Compensation. The Board of Directors shall have authority to determine, from time to time, by resolution of the Board of Directors, the amount of compensation, if any, which shall be paid to its members for their services as directors and as members of standing or special committees. No such payment shall preclude any director from serving the Company in any other capacity and receiving compensation therefor.

Section 12. Interest of Directors in Contracts. Any contract or other transaction between the Company and one (1) or more of its Directors, or between the Company and any firm of which one or more of its Directors are members or employees, or in which they are interested, or between the Company and any corporation or association of which one or more of its Directors are shareholders, members, directors, officers, or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such Director or Directors at the meeting of the Board of Directors of the Company, which acts upon, or in reference to, such contract or transaction, and notwithstanding his or their participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize, approve, and ratify such contract or transaction by a vote of a majority of the Directors present, such interested Director or Directors to be counted in determining whether a quorum is present, but not to be counted in calculating the majority of such quorum necessary to carry such vote. This Section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.

Section 13. Removal. The entire Board of Directors or any individual Director may be removed from office, either for or without cause, at any special meeting of shareholders by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote at elections of Directors. The notice calling such meeting shall give notice of the intention to act upon such matter, and if the notice so provides, the vacancy caused by such removal may be filled at such meeting by vote of the holders of a majority of the shares represented at such meeting and entitled to vote for the election of Directors. For cause, a Director may be removed at any meeting of Directors by a majority vote of the Directors in office.

Section 14. Executive Committee. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by these Bylaws, may designate an Executive Committee, which committee shall consist of one (1) or more of the Directors of the Company.

Such Executive Committee may exercise such authority of the Board of Directors in the business and affairs of the Company as the Board of Directors may by resolution duly delegate to it except where action by the Board of Directors is specified by law; provided, however, such committee shall not have the power or authority, unless authorized in the resolution designating that committee, to (1) amend or recommend to the shareholders an amendment to the Articles of Incorporation, (2) amend, alter, restate or repeal the Bylaws, (3) adopt an agreement of merger or share exchange of the Company, (4) recommend to the shareholders the sale, lease or exchange of all or substantially all of the property and assets of the Company, (5) recommend to the shareholders a voluntary dissolution of the Company or a revocation of the dissolution, (6) propose any reduction of the stated capital of the Company, (7) fill vacancies in the Board of Directors or any such committee or fill any directorship to be filled by reason of an increase in the number of directors, (8) elect or remove officers, (9) fix compensation for any director or (10) alter or repeal any resolution of directors that by its terms provides that it shall not be so amendable or repealable, and, (11) unless the resolution designating the particular committee or the articles of incorporation, or the bylaws, expressly so provide, no such committee shall have the power or authority to authorize a distribution or to authorize the issuance of shares of capital stock. The designation of such committee and delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law. Any member of the Executive Committee may be removed by the Board of Directors by the affirmative vote of a majority of the number of Directors fixed by the Bylaws whenever in the judgment of the Board the best interests of the Company will be served thereby. The Executive Committee shall keep regular minutes of its

proceeding and report the same to the Board of Directors when required. The minutes of the proceedings of the Executive Committee shall be placed in the minute book of the Company.

Section 15. Other Committees. The Board of Directors may, by resolution adopted by affirmative vote of a majority of the Directors and for its convenience, and at its discretion, appoint one or more advisory committees of two or more Directors each; but no such advisory committee shall have the power or authority except to advise the Board of Directors, and such committee shall exist solely at the pleasure of the Board of Directors, no minutes of the proceedings of any such committee need be kept, and no member of any such committee shall receive any compensation for such membership except by way of reimbursement for reasonable expenses actually incurred by him by reason of such membership. Such other advisory committees may be established for any purposes; provided, that any such other committee or committees shall have and may exercise only the power of recommending action to the Board of Directors and of carrying out and implementing any instructions or any policies, plans and programs theretofore approved, authorized and adopted by the Board of Directors.

Section 16. Action by Directors Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or any executive committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members of the Board of Directors or executive committee, as the case may be. As permitted by Article 9.10C of the Texas Business Corporation Act, members of the Board of Directors, or members of any committee designated by such Board, may participate and hold a meeting of the Board of Directors or any committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting pursuant to a conference call or similar communications equipment shall constitute presence in person at such meeting.

IV.

OFFICERS

Section 1. Officers. The officers of the Company shall be elected by the Board of Directors and may consist of a President, a Vice President or Vice Presidents, a Secretary, a Treasurer and such other officers (including a Chairman of the Board, a Chief Executive Officer, a Chief Operating Officer and a Chief Financial Officer and additional vice presidents) and assistant officers as the Board of Directors may, from time to time, designate. Two or more offices may be held by the same person, but, when applicable, no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law, the Articles of Incorporation, or these Bylaws to be executed, acknowledged, or verified by two or more officers. None of the elected officers, with the exception of the Chairman of the Board, must be a member of the Board of Directors.

Section 2. Election and Term of Office. The officers of the Company to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his earlier death, resignation, retirement, disqualification or removal from office and until his successor shall have been duly elected and qualified.

Section 3. Compensation. The compensation of the officers shall be determined by the Board of Directors and may be altered by the Board, from time to time, except as otherwise provided by contract, and no officer shall be prevented from receiving such compensation by reason of the fact that he is also a Director of the Company. All officers shall be entitled to be paid or reimbursed for all costs and expenditures incurred in the Company’s business.

Section 4. Vacancies. Whenever any vacancies shall occur in any office by death, resignation, increase in the number of officers of the Company, or otherwise, the same shall be filled by the Board of Directors, and the officer so elected shall hold office for the unexpired portion of such term or until his successor is chosen and qualified.

Section 5. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 6. Chairman of the Board. The Board of Directors may select from among its members a Chairman of the Board who shall preside when present at all meetings of the shareholders and at all meetings of the Board of Directors and approve the minutes of all proceedings thereat, and he shall be available to consult with and advise the officers of the Company with respect to the conduct of the business and affairs of the Company and shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned to him by the Board of Directors. The Chairman of the Board shall be the highest officer of the Company and, subject to the control of the Board of Directors, shall in general supervise and control all business and affairs of the Company.

Section 7. President. The President shall be the Chief Executive Officer of the Company unless the Board of Directors designates the Chairman of the Board as chief executive officer. Subject to the control of the Board of Directors, the chief executive officer shall have general executive charge, management and control of the affairs, properties and operations of the Company in the ordinary course of its business, with all such duties, powers and authority with respect to such affairs, properties and operations as may be reasonably incident to such responsibilities; he may appoint or employ and discharge employees and agents of the Company and fix their compensation; he may make, execute, acknowledge and deliver any and all contracts, leases, deeds, conveyances, assignments, bills of sale, transfers, releases and receipts, any and all mortgages, deeds of trust, indentures, pledges, chattel mortgages, liens and hypothecations, and any and all bonds, debentures, notes, other evidences of indebtedness and any and all other obligations and encumbrances and any and all other instruments, documents and papers of any kind or character for and on behalf of and in the name of the Company, and, with the Secretary or an Assistant Secretary, he may sign all certificates for shares of the capital stock of the Company; he shall do and perform such other duties and have such additional authority and powers as from time to time may be assigned to or conferred upon him by the Board of Directors.

Section 8. Chief Operating Officer. In the absence of the Chairman of the Board and the Chief Executive Officer or in the event of their death, inability, or refusal to act, the Company may designate a Chief Operating Officer to perform the duties of Chairman of the Board, and when so acting, to have all the powers of and be subject to all the restrictions upon the Chairman of the Board.

The Chief Operating Officer shall perform such other duties as from time to time may be assigned to him by the Chief Executive Officer, by the Chairman of the Board, or by the Board of Directors.

Section 9. The Vice Presidents. Each Vice President shall generally assist the President and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the President or the Board of Directors. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Company; and shall perform such other duties as from time to time may be assigned to him by the President, or by the Board of Directors.

Section 10. Secretary. It shall be the duty of the Secretary to give notice to and attend all meetings of the shareholders and Board of Directors and record correctly all votes, actions and the minutes of all proceedings had at such meetings in a book suitable for that purpose. It shall also be the duty of the Secretary to attest, with his signature and the seal of the Company, all stock certificates issued by the Company and to keep a stock ledger in which shall be correctly recorded all transactions pertaining to the capital stock of the Company. He shall also attest, with his signature and the seal of the Company, all deeds, conveyances, or other instruments requiring the seal of the Company. The person holding the office of Secretary shall also perform, under the direction and subject to the control of the President and the Board of Directors, such other duties as may be assigned to him. The duties of the Secretary may also be performed by any Assistant Secretary. In the absence of the appointment of a Treasurer for the Company, the Secretary shall perform the duties of the Treasurer.

Section 11. Treasurer. The Treasurer shall be the chief accounting and financial officer of the Company and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Company. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors may determine. He shall keep such monies and securities of the Company as may be entrusted to his keeping and account for the same. He shall be prepared at all times to give information as to the condition of the Company and shall make a detailed annual report of the entire business and financial condition of the Company. The person holding the office of Treasurer shall also perform, under the direction and subject to the control of the President and the Board of Directors, such other duties as may be assigned to him. The duties of the Treasurer may also be performed by any Assistant Treasurer.

Section 12. Delegation of Authority. In the case of any absence of any officer of the Company, or for any other reason that the Board may deem sufficient, the President or the Board of Directors may delegate some or all the powers or duties of such officer to any other officer or to any Director, employee, shareholder, or agent for whatever period of time seems desirable.

V.

INDEMNIFICATION

Section 1. Indemnification of Directors, Officers, Employees and Agents

(a) As used in this section:

(1) “Company” includes any domestic or foreign predecessor entity of the Company in a merger, consolidation or other transaction in which the liabilities of the predecessor are transferred to the Company by operation of law and in any other transaction in which the Company assumes the liabilities of the predecessor but does not specifically exclude liabilities that are the subject matter of this Section 1.

(2) “Director” means any person who is or was a director of the Company and any person who, while a director of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.

(3) “Expenses” include court costs and attorneys’ fees.

(4) “Official Capacity” means Company, and

a. when used with respect to a Director, the office of director in the

b. when used with respect to a person other than a Director, the elective or appointive office in the Company held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Company, but in each case does not include service for any other foreign or domestic company or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.

(5) “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.

(b) The Company may indemnify any person who was, is or is threatened to be made a named defendant or respondent in any Proceeding because he is or was a Director only if it is determined in accordance with Section 1(f) that the person:

(1) conducted himself in good faith;

(2) reasonably believed:

a. in the case of conduct in his Official Capacity as a Director of the Company, that his conduct was in the Company’s best interests, and

b. in all other cases, that his conduct was at least not opposed to the Corporation’s best interests; and

(3) in the case of any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

(c) Except to the extent permitted in paragraph (e) below, a Director shall not be indemnified under Section 1(b) for obligations resulting from a Proceeding:

(1) in which the person is found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person’s Official Capacity; or

(2) in which the person is found liable to the Company.

(d) The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, be determinative that the person did not meet the requisite standard of conduct set forth in Section 1(b). A person shall be deemed to have been found liable in respect of any claim, issue or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.

(e) A person may be indemnified under Section 1(b) against judgments, penalties (including excise and similar taxes), fines settlements and reasonable Expenses actually incurred by the person in connection with the Proceeding; but if the person is found liable to the Company or is found liable on the basis that personal benefit was improperly received by the person, indemnification (i) shall be limited to reasonable Expenses actually incurred by the person in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the person shall have been found liable for willful or intentional misconduct in the-performance of his duty to the Company.

(f) No indemnification under Section 1(b) shall be made by the Company unless authorized in the specific case after a determination has been made that the Director has met the standard of conduct set forth in Section 1(b). Such determination shall be made:

(1) by the Board of Directors by a majority vote of a quorum consisting of Directors who at the time of the vote are not named defendants or respondents in the Proceeding;

(2) if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of the full Board of Directors (in which vote Directors who are named defendants or respondents may participate), which committee shall consist solely of two (2) or more Directors who at the time of the vote are not named defendants or respondents to the Proceeding; or

(3) by special independent legal counsel, selected by the Board of Directors or a committee thereof by vote as set forth in clauses (1) or (2) of this paragraph (f), or, if the requisite quorum of the full Board of Directors cannot be obtained therefor and such a committee cannot be established, by a majority vote of the full Board of Directors (in which vote Directors who are named defendants or respondents may participate); or

(4) by the shareholders in a vote that excludes the shares held by Directors who are named defendants or respondents in the Proceeding.

(g) Authorization of indemnification and determination as to reasonableness of Expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special independent legal counsel, authorization of indemnification and determination as to reasonableness of Expenses shall be made in a manner specified in clause (3) in Section 1(f) for the selection of such counsel.

(h) A Director who has been wholly successful, on the merits or otherwise, in the defense of any Proceeding in which he is a party because he is a Director shall be indemnified by the Company against reasonable Expenses incurred by him in connection with the Proceeding.

(i) If, in a suit for indemnification required by paragraph (h) above, a court of competent jurisdiction determines that the director is entitled to indemnification under that section, the court shall order indemnification and shall award to the director the Expenses incurred in securing the indemnification.

(j) If, upon application of a Director, a court of competent jurisdiction determines that a Director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he has met the standard of conduct set forth in Section 1(b) or has been found liable in the circumstances described in Section 1(c), the court may order such indemnification as the court determines is proper and equitable; but if the person is found liable to the Company or is found liable on the basis that personal benefit was improperly received by the person, the indemnification shall be limited to reasonable Expenses actually incurred by the person in connection with the Proceeding.

(k) Reasonable Expenses incurred by a Director who was, is, or is threatened to be made a named defendant or respondent to a Proceeding may be paid or reimbursed by the Company in advance of the final disposition of such Proceeding and without the determination specified in Section 1(f) or the authorization or determination specified in Section 1(g) herein after:

(1) receipt by the Company of a written affirmation by the Director of his good faith belief that he has met the standard of conduct necessary for indemnification by the Company as authorized in this Section 1, and a written undertaking by or on behalf of the Director to repay the amount paid or reimbursed if it shall ultimately be determined that he has not met such standard or if it is ultimately determined that indemnification of the director against Expenses incurred by him in connection with that Proceeding is prohibited by Section 1(e) of this Article; and

(2) a determination that the facts then known to those making the determination would not preclude indemnification under this Section 1.

(l) The written undertaking required by Section 1(k) must be an unlimited general obligation of the Director but need not be secured. It may be accepted without reference to financial ability to make repayment. Determinations and authorizations of payments under paragraph (k) shall be made in the manner specified in paragraph (f).

(m) The indemnification provided by this Section 1 shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute, Bylaw, agreement, insurance policy, vote of shareholders or disinterested Directors or otherwise, both as to action in their Official Capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person; provided, however, no provision for the Company to indemnify or to advance Expenses to a Director who was, is or is threatened to be made a named defendant or respondent to a Proceeding, whether contained in the Articles of Incorporation, these Bylaws, a resolution of shareholders or directors, an agreement or otherwise (except as contemplated by paragraph (r)), shall be valid unless consistent with this section or, to the extent that indemnity hereunder is limited by the Articles of Incorporation, consistent therewith.

(n) Nothing contained in this Section shall limit the Company’s power to pay or reimburse Expenses incurred by a Director in connection with his appearance as a witness in a Proceeding at a time when he is not a named defendant or respondent in the Proceeding.

(o) Unless limited by the Articles of Incorporation of the Company,

(1) an officer of the Company shall be indemnified as and to the same extent provided in paragraphs (h), (i) and (j) for a Director and shall be entitled to the same extent as a Director to seek indemnification pursuant to the provisions of those subsections; and

(2) the Company may indemnify and advance Expenses to an officer, employee or agent of the Company to the same extent that it may indemnify and advance Expenses to Directors pursuant to this Section 1.

(p) The Company may indemnify and advance Expenses to nominees and designees who are not or were not officers, employees, or agents of the Company who are or were serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, other enterprise, or employee benefit plan to the same extent that it may indemnify and advance expenses to Directors under this Section 1.

(q) The Company, in addition, may indemnify and advance Expenses to an officer, employee or agent or person who is identified by Section 1(p) as a nominee or designee and who is not a Director to such further extent, consistent with law, as may be provided by the Articles of Incorporation of the Company, these Bylaws, general or specific action of the Board of Directors, or contract or as permitted or required by common law.

(r) The Company may purchase and maintain insurance or another arrangement on behalf of any person who is or was a Director, officer, employee or agent of the Company, or who is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, other enterprise or employee benefit plan, against any liability asserted against him and incurred by him in any such capacity of arising out of his status as such a person, whether or not the Company would have the power to indemnify him against such liability under the provisions of the Texas Business Corporation Act or this Section 1.

(s) Any indemnification of, or advance of Expenses to a Director in accordance with this Section shall be reported in writing to the shareholders with or before the notice or waiver of notice of the next shareholders’ meeting or with or before the next submission to shareholders of a consent to action without a meeting pursuant to Section A, Article 9.10 of the Texas Business Corporation Act, and in any case, within the 12-month period immediately following the date of the indemnification or advance.

(t) For purposes of this Section 1, the Company shall be deemed to have requested a Director to serve an employee benefit plan whenever the performance by him of his duties to the Company also imposed duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a Director with respect to an employee benefit plan pursuant to applicable law shall be deemed “fines”. Action taken or omitted by him with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by

him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.

Section 2. Reliance Upon Books, Reports and Records. Neither a Director nor a member of any committee shall be liable if, in the exercise of ordinary care, he relied and acted in good faith upon written financial statements of the Company represented to him to be correct by the President or by the officer of the Company having charge of its books of account, or certified by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Company, nor shall he be so liable if, in the exercise of ordinary care and in good faith, in determining the amount available for payment of a dividend or other distribution, he considered the assets of the Company to be of their book value.

VI.

MISCELLANEOUS PROVISIONS

Section 1. Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted, at any regular meeting of the shareholders or at any special meeting of the shareholders at which a quorum is present or represented, provided notice of the proposed alteration or repeal be contained in the notice of such special meeting, by the affirmative vote of a majority of the shares entitled to vote at such meeting and present or represented thereat, or by a majority vote of the Board of Directors at any regular meeting of the Board or at any special meeting of the Board if notice of proposed alteration or repeal be contained in the notice of such special meeting, except that the Directors shall not alter, amend, or repeal any bylaw, or enact any bylaw in conflict with a bylaw, adopted by the shareholders after the original adoption of these bylaws; provided, however, that no change of the time or place of the meeting for the election of Directors shall be made within sixty (60) days next before the date on which such meeting is to be held, and that in case of any change of said time or place, notice thereof shall be given to each shareholder in person or by letter mailed to his last known post office address at least twenty (20) days before the meeting is held

Section 2. Waiver. Whenever, under the provisions of any law, the Articles of Incorporation or amendments thereto, or these Bylaws, any notice is required to be given under the provisions of these Bylaws to any shareholder, Director, or committee member, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 3. Offices. The principal office of the Company shall be designated by resolution of the Board of Directors. The Company may also have, in addition to its registered office in the State of Texas, offices at such other places as the Board of Directors may, from time to time, designate or as its business may require.

Section 4. Resignations. Any Director or officer may resign at any time. Such resignations shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the Company. The acceptance of a resignation shall not be necessary to make it effective; unless expressly so provided in the resignation.

Section 5. Seal. The seal of the Company shall be circular in form with the word “Texas” in the center and the name of the Company around the margin thereof.

Section 6. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the shareholders or Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders or Directors, as the case may be, who are entitled to vote on the matter, and such consent shall have the same force and effect as a unanimous vote thereon. The signed consent shall be placed in the minute book.

Section 7. Telephone Meetings. Shareholders and Directors may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all participants in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 8. Securities of Other Corporation. The President or any Vice President of the Company shall have power and authority to transfer, endorse for transfer, vote, consent, or take any other action with respect to any securities of another issuer which may be held or owned by the Company and to make, execute, and deliver any waiver, proxy, or consent with respect to any such securities.

Section 9. Fiscal Year. The fiscal year of the Company shall be fixed by resolution of the Board of Directors.

Section 10. Dividends. Dividends upon the outstanding shares of the Company, subject to the provisions of the statutes and of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting. Dividends may be declared and paid in cash, in property, or in shares of the Company, or in any combination thereof.

Section 11. Reserves. There may be created from time to time by resolution of the Board of Directors, out of the earned surplus of the Company, such reserve or reserves as the Directors from time to time in their discretion think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the Company, or for such other purpose as the Directors shall think beneficial to the Company, and the Directors may modify or abolish any such reserve in the manner in which it was created.

Section 12. Signature of Negotiable Instruments. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by such officer, officers, agent or agents, and in such manner, as are permitted by these Bylaws and as from time to time may be prescribed by resolution (whether general or special) of the Board of Directors or the executive committee.

Section 13. Surety Bonds. Such officers and agents of the Company (if any) as the Board of Directors may direct from time to’ time shall be bonded for the faithful performance of their duties and for the restoration to the Company, in case of their death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Company, in such amounts and by such surety companies as the Board of Directors may determine. The premiums on

such bonds shall be paid by the Company, and the bonds so furnished shall be in the custody of the Secretary.

Section 14. Loans and Guaranties. The Company may lend money to, guaranty obligations of, and otherwise assist its Directors, officers and employees if - the Board of Directors determines that such loans, guaranties, or assistance reasonably may be expected to benefit, directly or indirectly, the Company.

Section 15. Relation to Articles of Incorporation. These Bylaws are subject to, and governed by, the Articles of Incorporation.

CERTIFICATE OF ADOPTION OF BYLAWS

The undersigned hereby certifies that these Bylaws are the true and correct Bylaws of the Company duly adopted on 12-4 , 1997.

Dated and executed this 4^th day of December, 1997.

By:	/s/ Benjamin P. Butterfield
	Benjamin P. Butterfield, Secretary

STATEMENT OF CHANGE OF REGISTERED OFFICE OR

REGISTERED AGENT OR BOTH BY A CORPORATION,

LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP

1. The name of the entity is MEREX CORPORATION

The entity’s charter/certificate of authority/file number is 01469824-00

2. The registered office address as presently shown in the records of the Texas secretary of state is: 1212 Guadalupe. Suite 102, Austin, Texas 78701

3. A. x. The address of the NEW registered office is: (Please provide street address, state and zip code. The address must be in Texas.)

800 Brazos, Austin, Texas 78701

OR B. ¨ The registered office address will not change.

4. The name of the registered agent as PRESENTLY shown in the records of the secretary of state is Capitol Corporate Services, Inc.

    Corporation Service Company d/b/a

5. A. x. The name of the NEW registered agent is CSC-Lawyers Incorporating Service Company

OR B.   ¨ The registered agent will not change.

6. Following the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be identical, as required by law.

7. The changes shown above were authorized by:

Business Corporations may select A or B	Limited Liability Company may select D or E
Non-Profit Corporations may select A, B, or C	Limited Partnerships select F

A. ¨ The board of directors;

B.  x An officer of the corporation so authorized by the board of directors;

C. ¨ The members of the corporation in whom management of the corporation is vested pursuant to article 2.14C of the Texas Non-Profit Corporation Act;

D. ¨ Its members;

E. ¨ Its managers; or

F. ¨ The limited partnership.

/s/ Jay Clark

(Authorized Officer of Corporation)

(Authorized Member or Manager of LLC)

(General Partner of Limited Partnership)

ARTICLES OF MERGER

OF

MEREX CORPORATION

AND

MEREX MERGER CORP.

To the Secretary of State

State of Texas

Pursuant to the provisions of the Texas Business Corporation Act Section 5.01 (the “Act”), the corporations herein named do hereby adopt the following articles of merger.

1. The attached Plan and Agreement of Merger for merging MEREX CORPORATION, a Texas corporation (“Company”), with and into MEREX CORP., a Texas corporation (“Merger Corp.”), has been adopted by the respective Boards of Directors of Company and Merger Corp.

2. The merger has been duly approved by the shareholders of Company and Merger Corp. As to Company and the Merger Corp., the approval of whose shareholders is required, the number of shares outstanding, the designation and number of outstanding shares of each class entitled to vote as a class on the plan of merger, are as follows.

Name of Corporation	Number of Shares Outstanding	Entitled to Vote as a Class Designation of Class	Number of Shares
Merex Corporation	102	Common	102
Merex Merger Corp.	10,000	Common	10,000

3. As to the Company and the Merger Corp., the total number of shares voted for and against the plan of merger, respectively, and, as to each class entitled to vote thereon as a class, the number of shares of such class voted for and against such plan of merger, respectively, are as follows:

	Total Shares Voted		Designation of Class	Entitled to Vote as a Class Voted
Name of Corporation	For	Against		For	Against
Merex Corporation	102	-0-	Common	102	-0-
Merex Merger Corp	10,000	-0-	Common	10,000	-0-

4. Merger Corp. shall continue in existence as the surviving corporation, but in accordance with Article IV, Section 4.1 of the Plan and Agreement of Merger, the First Articles of Incorporation of Merger Corp. shall be amended to change the name of Merger Corp. from Merex Merger Corp. to:

MEREX CORPORATION

5. Hughes Supply, Inc., a Florida corporation, is supplying the consideration for this merger, and therefore has been made a party hereto.

6. The merger herein provided for shall take effect on the date that these articles of merger have been filed by the Secretary of State of the State of Texas.

7. The plan of merger was duly authorized by all action required by the respective laws under which each of the corporations were incorporated or organized and by their respective constituent documents.

Executed as of the 9^th day of January, 1998.

“Merger Corp.”
MEREX MERGER CORP.
By:	/s/ J. Stephen Zepf
	J. Stephen Zepf, Treasurer and Chief Financial Officer
HUGHES SUPPLY, INC.
By:	/s/ J. Stephen Zepf
	J. Stephen Zepf, Treasurer and Chief Financial Officer
“Company”
MEREX CORPORATION
By:	/s/ Hans E. Roeschel
	Hans E. Roeschel, President

2

PLAN AND AGREEMENT OF MERGER

PLAN AND AGREEMENT OF MERGER, dated as of January 12, 1998 (“Plan of Merger”) between MEREX CORPORATION, a Texas corporation (the “Company”), HUGHES SUPPLY, INC., a Florida corporation (“Parent”), and MEREX MERGER CORP, a Texas corporation and a wholly-owned subsidiary of Parent (“Merger Corp”), (Company and Merger Corp. begin collectively referred to in this Merger Agreement as the “Constituent Corporations”).

RECITALS

A. Parent, Company, and the stockholder of the Company entered into an Acquisition Agreement dated as of January 12, 1998 (the “Acquisition Agreement”) providing for the merger of Company into Merger Corp. as set forth in this Plan of Merger.

B. The Board of Directors of the Parent has authorized the Parent’s execution and delivery of, and its performance under, this Plan of Merger and the respective Boards of Directors of the Constituent Corporations have authorized the execution and delivery of this Plan of Merger, recommended the approval of this Plan of Merger by the shareholders of their respective Constituent Corporations, subject to such shareholder approval pursuant to the Texas Business Corporation Act (the “Act”).

NOW, THEREFORE, Parent and the Constituent Corporations agree as follows:

ARTICLE I

The Constituent Corporations

1.1 Company. The Company was incorporated under the laws of the State of Texas on November 30, 1992. The authorized capital stock of the Company consists of 100,000 shares of common stock, par value $10,00 per share (hereinafter referred to as the “Company Common Stock”) and 50,000 shares of preferred stock, par value $10.00 per share.

1.2 Merger Corp. Merger Corp. was incorporated under the laws of the State of Texas on December 4, 1997. The authorized capital stock of Merger Corp. consists of 100,000 shares of common stock, par value $1,00 per share, of which 10,000 shares are issued and outstanding (the “Merger Corp. Common Stock”).

ARTICLE II

Shareholder Approval

This plan of Merger must be approved by a majority of the issued and outstanding shares of Common Stock of each of the Constituent Corporations.

ARTICLE III

The Merger

3.1 Merger; Effective Time, Surviving Corporation.

(a) Merger, Effective Time. The merger of Company with and into Merger Corp (the “Merger”) shall become effective at the time (the “Effective Time of the Merger”) when appropriate Articles of Merger to effect the Merger have been filed with the Secretary of State of Texas pursuant to Section 5.01 of the Act.

(b) Surviving Corporation. At the Effective Time of the Merger, the Company shall be merged with, and into, Merger Corp., and the separate corporate existence of the Company shall then cease, Merger Corp. (the “Surviving Corporation”) shall be the surviving corporation in the Merger and the separate corporate existence of Merger Corp, with all its purposes, objects, rights, privileges, powers, immunities, and franchises, shall continue unaffected and unimpaired by the Merger.

3.2 Succession; Transfer Documents

(a) Succession to Rights and Obligations Company. As a result of the Merger, the Surviving Corporation shall succeed to all of the rights, privileges, powers, immunities and franchises of Company and all of the properties and assets of Company and all of the debts, choses in and other interests due or belonging to Company, and shall be subject to, and responsible for, all of the debts, liabilities, and obligations of Company with the effect set forth in the Act.

(b) Transfer Documents. If, at any time after the Effective Time of the Merger, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances, or other actions or things are necessary or desirable to vest, perfect, or confirm of record or otherwise in the Surviving Corporation its rights, title, or interest in, to, or under, any of the rights, properties, or assets of Company acquired, or to be acquired, by the Surviving Corporation as a result of, or in connection with, the Merger, or to otherwise carry out this Plan of Merger, the officers and directors of the Surviving Corporation shall and will be authorized to execute and deliver, in the name and on behalf of the constituent Corporations or otherwise, all deeds, bills of sale, assignments, and assurances, and to take and do, in the name and on behalf of the Constituent Corporations, or otherwise, all other actions and things necessary or desirable to vest, perfect, or confirm any and all right, title, and interest in, to, and under those, rights properties or assets in the Surviving Corporation or to otherwise carry out this Plan of Merger.

ARTICLE IV

Articles of Incorporation, By-Laws,

Directors, and Officers of the Surviving Corporation

4.1 Articles of Incorporation. The Articles of Incorporation of Merger Corp., amended as of the Effective Time of the Merger from the form of such Articles of Incorporation in effect immediately prior to the Effective Time of the Merger to change the name of the Surviving Corporation to “MEREX CORPORATION” shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation until further amended as provided by law and those Articles of Incorporation.

- 2 -

4.2 By-Laws. The By-Laws of Merger Corp. in effect immediately prior to the Effective Time of the Merger shall be the By-Laws of the Surviving Corporation unless and until amended or repealed as provided by law, the Articles of Incorporation, and the By-Laws of the Surviving Corporation.

4.3 Directors and Officers. The directors of Merger Corp. immediately prior to the Effective Time of the Merger shall be the directors of Surviving Corporation after the Merger. The officers of Merger Corp. immediately prior to the Effective Time of the Merger shall be the officers of Surviving Corporation after the Merger. In each case, each director and officers shall continue in the position until a successor has been elected and shall qualify, or until otherwise provided by law the Articles of Incorporation, and By-Laws of the Surviving Corporation.

ARTICLE V

Effect of the Merger on the Capital Stock

of the Constituent Corporations;

Exchange of Certificates for Merger Consideration

5.1 Effect on Capital Stock. As of the Effective Time of the Merger, by virtue of the Merger, and without any action on the part of the holder of any shares of Company Common Stock.

(a) Capital Stock of Company Canceled. At the Effective Time of the Merger each certificate representing shares of Company Common Stock shall be deemed canceled and extinguished and converted into a right to receive the Merger Consideration (as defined in Section 1.2.1 of the Acquisition Agreement).

(b) Capital Stock of Merger Corp. Remains Outstanding as Capital Stock of the Surviving Corporation. Each issued and outstanding share of the Merger Corp. Common Stock shall continue to be issued and outstanding as an issued and outstanding as a share of common stock of the Surviving Corporation. Each stock certificate of Merger Corp. evidence ownership of the outstanding shares of capital stock of the Surviving Corporation.

5.2 Exchange of Certificates. After the Effective Time of the Merger the Parent shall disburse the Merger Consideration, as required by Section 12.2 of the Acquisition Agreement, in exchange for the certificates which previously represented the shares of the Company converted in the Merger pursuant to paragraph 5.1(a) above.

5.3 No Further Ownership Rights in Company Common Stock. The Merger Consideration to be paid in accordance with this Article V to holders of Company Common Stock, other than Dissenting Shares, canceled in the Merger and the payment of the amount required with respect to Dissenting Shares under the Act shall be deemed delivered in full satisfaction of all rights pertaining to the shares of Company held immediately prior to the Effective Time of the Merger.

ARTICLE VI

Termination and Amendment

6.1 Mutual Consent. Notwithstanding the approval of this Plan of Merger by the shareholders of Company and Merger Corp, this Plan of Merger may be terminated at any time prior to the Effective Time of the Merger by mutual agreement of the Boards of Directors of the Company and Merger Corp.

- 3 -

6.2 Termination of Acquisition Agreement. Notwithstanding the approval of this Plan of Merger by the shareholders of the Company and Merger Corp., this Plan of Merger shall terminate forthwith in the event that the Acquisition Agreement is terminated as provided therein.

6.3 Effect of Termination. In the event of the termination of this Plan of Merger as provided above, this Plan of Merger shall then become void and there shall be no liability oh the part of either Company, the Parent or Merger Corp., or their respective officers or directors.

6.4 Amendment. This Plan of Merger may be amended by the parties at any time before or after its approval by the shareholders of either Company or Merger Corp., but, after shareholder approval, no amendment shall be made which by law requires the further approval of shareholders without obtaining shareholder approval. This Plan of Merger may not be amended except by an instrument in writing signed on behalf of each of the parties.

6.5 Governing Law. This Plan of Merger shall be governed in all respects, including validity, interpretation, and effect, by the local laws of the State of Texas.

6.6 Counterparts. This Plan of Merger may be executed in counterparts. Each of which shall be deemed an original, but which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have duly executed this Plan on Merger as of the date first above written.

“Company”
MEREX CORPORATION
By:	/s/ Hans E. Roeschel
	Hans E. Roeschel
“Parent”
HUGHES SUPPLY, INC.
By:	/s/ J. Stephen Zepf
	J. Stephen Zepf, Treasurer and Chief Financial Officer
“Merger Corp.”
MEREX MERGER CORP.
By:	/s/ J. Stephen Zepf
	J. Stephen Zepf, Treasurer and Chief Financial Officer

- 4 -

EX-3.58

Exhibit 3.60

JEANNETE GAROFALO

3527 N.E. 168^th St., #404

North Miami Beach, FL 33160

Telephone and Telefax: (305) 949-1848

The following is a translation into the English language of a document originally written in the Spanish language. The original document is written on official paper of the Notary Public’s Office No. 4 of Tampico, State of Tamaulipas, United States of Mexico. The stamp of said Public Notary No. 4 is affixed on the top right-hand corner of the front of each page, which translated reads as follows: “(Shield) - United States of Mexico Lic. Ignacio Morales Perales, Public Notary No. 4, Tampico, Tam.” Additionally, on the front of each page, middle left-hand margin, the following typed word appears: “COLLATED”. An illegible signature appears over said word.

The translation now follows and a certificate of translation is attached hereto and made a part of this translation.

TRANSLATION

PUBLIC NOTARY’S OFFICE NO. 4

IN CHARGE OF

Ignacio Morales Perales, Esq.

FIRST TESTIMONY OF THE DOCUMENT Number 13,017.

of VOLUME NUMBER 307	THAT CONTAINS: CONSTITUTION OF THE MERCANTILE CORPORATION NAMED “MEREX DE MEXICO”, SOCIEDAD ANONIMA DE CAPITAL VARIABLE (CORPORATION WITH A VARIABLE CAPITAL).
IT IS ISSUED FOR: THE MERCANTILE CORPORATION NAMED “MEREX DE MEXICO”, S.A. DE C.V.

DIAGONAL PALMAS LOCAL 8-A	TELS.13-90-80, 13-93-24
CENTRO COMERCIAL “PLAZA PALMAS”	13-95-20 and 13-91-11
CODIGO POSTAL 89110

TAMPICO, TAM., MEXICO.

Ignacio Morales Perales, Esq.

PUBLIC NOTARY NUMBER 4

TAMPICO, TAM.

DOCUMENT NUMBER THIRTEEN THOUSAND SEVENTEEN

VOLUME THREE HUNDRED AND SEVEN

IN THE CITY AND PORT OF TAMPICO, STATE OF TAMAULIPAS, UNITED STATES OF MEXICO, at the thirteen hundred hours of the twelfth day of August, nineteen ninety-six, before me,

ATTORNEY-AT-LAW IGNACIO MORALES PERALES

Public Notary number Four, practicing in this City, personally appeared Messrs. Engineer JUAN JOSE ELIZONDO LOZANO and MEREX CORPORATION, represented by Mr. HANS ERICH ROESCHEL, which information will be evidenced at the end of this document, with the purpose of constituting a CORPORATION WITH A VARIABLE CAPITAL, which will be named “MEREX DE MEXICO”, SOCIEDAD ANONIMA DE CAPITAL VARIABLE (CORPORATION WITH A VARIABLE CAPITAL), pursuant to the following:

CLAUSES

FIRST. The appearing parties organize and constitute a Mercantile Company under the form of a CORPORATION WITH A VARIABLE CAPITAL.

SECOND. The capital stock is variable, the minimum fixed capital without the right to withdraw is the amount of $50,000.00 (FIFTY THOUSAND PESOS 00/100 NATIONAL CURRENCY), represented by 50,000 (FIFTY THOUSAND) nominative shares, with a nominal value of $1.00 (ONE PESO 00/100 NATIONAL CURRENCY) each, the variable capital is unlimited.

THIRD. The corporation that is constituted by means of this document, will be governed by the following:

BYLAWS:

NAME, DURATION, DOMICILE AND PURPOSE:

ARTICLE 1. The Corporation that is constituted will be named “MEREX DE MEXICO”, which will be always followed by the words SOCIEDAD ANOMINA DE CAPITAL VARIABLE (CORPORATION WITH A VARIABLE CAPITAL) or by the abbreviations thereof “S.A. DE C.V.”,

ARTICLE 2. The duration of the Corporation shall be for NINETY-NINE YEARS, which will be counted from the date of registration of this document in the Commercial Public Registry.

ARTICLE 3. The domicile of the Corporation will be the City and Port of TAMPICO, TAMAULIPAS, being able to establish agencies or branches in any other place of the Republic, if it is so determined by the Only Administrator or by the Board of Directors, as the case may be.

ARTICLE 4. The purpose of the Corporation is:

1. The commerce in general, fabrication, manufacture, purchase, sale, import and export, clipping and lease of machinery, equipment, raw materials and repairs for the industry in general, including the petrochemical, the petroleum, the electrical, the metal-mechanic, etc., hardware items, sales and collection counseling and administration.

AS TO THE CAPITAL STOCK AND THE SHARES

ARTICLE 5. The capital stock is variable, the minimum fixed capital without the right to withdraw is the amount of $50,000.00 (FIFTY THOUSAND PESOS 00/100 NATIONAL CURRENCY), represented by 50,000 FIFTY THOUSAND nominative shares, with a nominal value of $1.00 (ONE PESO 00/100 NATIONAL CURRENCY) each, the variable capital is unlimited.

ARTICLE 6. “Any foreigner that in the act of constitution or at any other subsequent time, acquires an interest or corporate partnership in the corporation, will be considered for that simple fact as a Mexican with respect to one and the other, and it will be understood that he/she agrees not to invoke the protection of his/her Government, under the penalty, in the event of non-compliance with his/her agreement, of losing said interest or partnership to the benefit of the, Mexican Nation”.

ARTICLE 7. The shares will be represented by Provisional Certificates and, on a subsequent date, by certificates of title printed definitively, which will have adhered thereto nominative coupons in the number agreed by the Board of Directors or by the Sole Administrator, as the case may be. The Corporation will have a registry of nominative shares, which will contain that which is indicated in article one hundred twenty-eight of the General Law of Mercantile Corporations.

The Corporation will consider as owner of the shares whoever appears as such in the Registry to which the preceding paragraph refers. The Corporation shall register in said registry, at the request of any holder, the transfers that are effected.

ARTICLE 8. The certificates of title may cover one or more shares and will carry progressive numeration, and will be signed by the President of the Corporation, as well as by other members of the board, if the company is administered by a Board of Directors or by the Sole Administrator, as the case may be, the printed certificates of title shall contain the requirements established in article one hundred twenty-eight of the Organic Law of the First Section of the Constitutional Article twenty-seven.

AS TO THE ADMINISTRATION OF THE CORPORATION.

ARTICLE 9. The Corporation will be administered by a Board of Directors or by the Sole Administrator, as resolved by the General Regular Shareholders’ Meeting. The Meeting, if it decides to do so, will appoint an Alternate for the Sole Administrator. The Sole Administrator, his/her alternate or the members of the Board of Directors, as the case may be, may or may not be shareholders.

ARTICLE 10. In the event that the Corporation is administered by a Board of Directors, the same will be integrated by the number of people decided by the General Regular Shareholders’ Meeting, it may appoint an alternate for each elected member of the board if it agrees to do so. The Sole Administrator and his/her alternate or the Members of the Board, as the case may be, must deposit in possession of the Corporation, during all of the term of his/her assignment, a share or give bond for the same amount in guarantee of his/her action, which will not be returned to them or which bond they cannot cancel, until the accounts corresponding to the fiscal year during which they have carried out their assignment are approved.

ARTICLE 11. The Sole Administrator and his/her alternate or the Board of Directors, as the case may be, will remain in office for a year, which to this effect will be counted from a General Regular Shareholders’ Meeting to another. Either of them, as the case may be, may be reelected

and the appointed ones will remain in their offices validly until their substitutes take possession of their offices.

ARTICLE 12. In the event that a Board of Directors is elected, the same, in its first regular meeting, will designate from among its members, upon a majority of votes, a President, a Secretary and a Treasurer, who will also hold the same positions for the Corporation.

The President will be responsible for the exact compliance of this document, of the rules and of the agreements or dispositions of the Meetings. He/She will preside over the Meetings and the Meetings of the Board of Directors and, in his/her absence, will be substituted by the Vice President and, in the absence of the same, by the Vocal.

ARTICLE 13. The Board of Directors will meet at the corporate domicile, or wherever it decides, at least once a month in Regular Meetings and, when necessary, in Special Meetings, provided it is called by the President or by the Secretary. In order for the Board of Directors to hold its meetings legally, the attendance of at least two of its members will be necessary, its resolutions will be taken by majority of votes of the persons in attendance and the President or his/her alternate will have casting vote.

ARTICLE 14. Minutes of each meeting of the Board of Directors will be written up, evidencing the resolutions adopted by the same Board, which will be entered in the Minute Book of the Board and will be signed by the person who presided over the meeting, by the Secretary and by the Commissary. In the file of the board, all of the reports issued to the members of the board will be added as appendixes. The certified copies or summaries of the Minutes of the Board Meetings that are issued for any reason, will be signed by the President in office or by the Secretary.

ARTICLE 15. The Sole Administrator or the Board of Directors, as the case may be, will be the representative body of the Corporation and will have the following faculties and obligations:

I. To represent the Corporation before all types of Administrative, Municipal, Judicial Authorities, before arbitrators and before the Labor Authorities, with General Power of Attorney for Litigation and Collection, with all of the general and special faculties that require special clause pursuant to the Law, without any limitation pursuant to the terms of the first paragraph of article two thousand five hundred fifty-four of the Civil Code in force in the Federal District and its correlatives of the other Federative Entities of the Mexican Republic, including the faculties

of abandonment of trial pertaining to constitutional guarantees, to formulate and respond to interrogatories, to appear before the Labor Authorities, before Conciliation and Conciliation and Arbitration Boards, whether Federal or Local, Department of Labor and Social Welfare, directorates of Labor of the State Governments and before any Labor Authority, whether Federal or Local, Syndicates, individual persons, Institutions and Corporations, being able to execute acts of administration before said Labor Authorities and before the Mexican Social Security Institute, administrative authorities, penal authorities, to file complaints collaborating with the Public Ministry in everything that is permitted by the Law, and to execute the acts necessary for the persecution of the crimes and to demand the responsibility and grant pardon.

II. To administer the business and properties of the Corporation, with General Power of Attorney to Administer Assets of the Corporation, pursuant to the terms of the second paragraph of article two thousand five hundred fifty-four of the Civil Code in Force for the Federal District and its correlatives of the other Federative Entities of the Mexican Republic, including the faculty to subscribe, issue and negotiate all types of titles of credit, bonds, obligations, to grant and sign the credits with collateral granted by the corporation and to obtain all types of similar documents.

III. To exercise acts of disposing with respect to all of the properties and rights of the Corporation, with power for Acts of Ownership, pursuant to the terms of the third paragraph of article two thousand five hundred fifty-four of the Civil Code in Force for the Federal District and its concordants of the other Federative Entities of the Mexican Republic.

IV. To establish Agencies or Branches in any place of the Republic and to suppress them.

V. To appoint the Director or Directors, Manager, Sub-Manager and other officers that he/she deems convenient, and the Attorneys-in-Fact, factors, agents, collectors, correspondents and employees of the Corporation and to revoke such appointments, as well as to assign to those members of the personnel the sums that he/she deems convenient as compensation for special works and services after finalizing each fiscal year or at the opportunity that he/she deems proper.

VI. To form the bylaws of the Corporation.

VII. To execute the agreements of the Board.

VIII. To confer General or Special Powers of Attorney, delegating to the Attorneys-in-Fact the faculties that he/she deems convenient and to revoke such powers of attorney.

IX. To carry out in general, all of the acts and operations that are necessary due to the nature and purpose of the corporation. In the event that the corporation is administered by a Board of Directors, the President or his/her alternate in his/her absence, will have all of the faculties conferred to the Board of Directors in this clause.

ARTICLE 16. The Sole Administrator or the Members of the Board, as the case may be, will receive as remuneration, the amount fixed by the General Regular Shareholders’ Meeting that elects him/her, considering such remunerations as normal expenses and inherent of the business.

ARTICLE 17. The Manager will be designated for an indefinite period of time by the Board of Directors or by the Sole Administrator, as the case may be, and will have the following faculties and obligations:

I. To administer the properties and business of the Corporation, according to the instructions of the Board of Directors or of the Sole Administrator, as the case may be, and therefor to make collections and payments, to enter into agreements, to sign, as provided by the bylaws, the respective correspondence and the documents arising from the corporation and to execute the acts required by the ordinary operation of the business of the corporation.

II. To be in charge of the organization of the offices of the corporation and to propose to the Board of Directors or to the Sole Administrator, as the case may be, the appointments or removals of the agents, correspondents, collectors or employees, and to watch over their conduct, having them under his/her orders.

III. To represent the Corporation before the Municipal, Administrative, Judicial Authorities, to administer the business of the Corporation with the same faculties set forth for the Sole Administrator or for the Board of Directors in paragraphs I and II of article fifteen of this document, except the faculty to issue bonds and obligations.

IV. The other ones conferred to him/her by the Sole Administrator or by the Board of Directors, as the case may be.

ARTICLE 18. The Manager or Managers and the Sub-Managers of the Corporation, will have the faculties and obligations that the Board of Directors or the Sole Administrator, as the case may be, determine when conferring their appointment.

ARTICLE 19. The positions of Manager and Sub-Manager are compatible with the position of Member of the Board and said officers will guarantee their management pursuant to the terms that are established in their appointments.

AS TO THE VIGILANCE OF THE CORPORATION

ARTICLE 20. The vigilance of the Corporation will be in charge of a Commissary that will be designated by the General Regular Shareholders’ Meeting, who may appoint his/her alternate. The elected Commissary will remain in his/her office for a year and will act validly until the next General Regular Shareholders’ Meeting makes a new designation and the appointee takes possession of said office, the year of office of the Commissary will be counted in the same manner established for the Sole Administrator or for the Board of Directors. The Commissary may be re-elected and will guarantee his/her action in the same terms as the Sole Administrator or the Members of the Board and will have the remuneration assigned by the Meeting that elects him/her, which will be considered as normal expense and inherent of the business.

AS TO THE MEETINGS

ARTICLE 21. The General Meetings of Shareholders will be Regular and Special and they will meet at the domicile of the Corporation or at the place where it is convened due to an act of nature or of force majeure. The General Regular Meeting will meet at least once a year, within the four months subsequent to the closing of the fiscal year, the General Special Meetings will meet at any time that the Sole Administrator or the Board of Directors, as the case may be, deems it convenient, and the Commissary or the Commissaries, provided that the same are legally convened.

ARTICLE 22. Every shareholder or group of shareholders representing at least thirty-three percent of the paid capital stock, may request the Sole Administrator or the Board of Directors, as the case may be, to call a General Shareholders’ meeting, accompanying to the request the

certificates of title accrediting their representation and the Agenda to which the Meeting that is called must be subject. If the Sole Administrator or the Board of Directors, as the case may be, does not issue the requested Call, in a term not greater than ten days counted from the date of receipt of the request, indicating for the Meeting a date within the fifteen days subsequent to the call, the Commissary or Commissaries, at the request of the interested shareholders, will issue the call in the terms in which the Sole Administrator or the Board of Directors would do it.

ARTICLE 23. The call for the General Meeting must be published in the Official Newspaper of the State or in one of major circulation of the domicile of the corporation, at least fifteen days prior to the date when the Meeting should take place. The call must contain the Agenda and will be signed by the Sole Administrator or by his/her Alternate, or by the President in office or by the Secretary of the Board of Directors, as the case may be. Every resolution taken in violation of the provisions of this article, will be null, unless all of the shares are represented at the moment in which the Meeting takes place, as in such a case the Meeting will be validly held, even if the call has not been published.

ARTICLE 24. In order to have the right to attend the Meetings, the shareholders must deposit their shares at least twenty-four hours in advance, at the offices of the corporation, at in the places or Institutions indicated in the call. The deposited shares will be returned once the Meeting has taken place. The deposits of shares made outside of the offices of the Corporation, must be evidenced by means of written communication or telegraphically, made directly to the Corporation itself by the depositing Institution. The shareholders may attend the General Meetings personally or by proxy, and in the latter case, the granting of a simple proxy will suffice.

ARTICLE 25. In order for a General Regular Meeting to be considered as legally established, by virtue of a first call, at least fifty percent of the capital stock must be represented therein, and, if it is a Regular Meeting held by virtue of a second call, it will be valid regardless of the number of shares that are represented. The resolutions in both cases will be taken by a majority of votes of the shareholders, calculating one vote per each share.

ARTICLE 26. In order for a General Special Shareholders’ Meeting to be considered as legally established, by virtue of a first call, at least seventy-five percent of the capital stock must be represented therein, and, if it is a Special Meeting held by virtue of a second call, it will be legally established when, as a minimum, fifty percent of the capital stock is

represented therein. Its resolutions will be taken by a majority of votes representing at least fifty percent of the capital stock.

ARTICLE 27. The decisions of the General Meetings taken pursuant to the terms of this document, shall bind the shareholders, even the absentees or dissident.

ARTICLE 28. Once a Meeting is legally established, if, due to lack of time, all of the matters for which it was convened could not be resolved by it, it may suspend the session to continue it on another day, without the need for a new call. Only the rules related to the Meetings held by virtue of a second call will be applicable, when only the items on the Agenda included in the first call are dealt with therein.

ARTICLE 29. The General Meetings will be presided by the Sole Administrator or by his/her Alternate, or, as the case may be, by the President of the Board of Directors and, in his/her absence, by the Vice President, the Vocal or by the person that the Meeting elects to substitute him/her in his/her position. Will act as Secretary the person holding such position in the Board and, in his/her absence, the person legally elected by the Meeting. The President will designate the tellers among the people in attendance, who shall determine the number of shares represented, which designation must fall among the ones representing the higher number of shares.

ARTICLE 30. Of every General Meeting, an attendance record must be signed and minutes will be written up that will be annotated in the authorized Minute Book of Meetings, which will be signed by the President, the Secretary and the Commissary, if the Corporation is administered by a Board of Directors, or, as the case may be, by the Sole Administrator, or his/her Alternate, by the Secretary and by the Commissary. The documents presented to the people that took part in the meetings and the attendance list duly signed by the attendees and by the tellers, will be added as appendixes to the file of the Meetings. The minutes of the meetings that, due to the lack of quorum, could not be established as a meeting, will be signed by the tellers and by the persons who have acted as President and Secretary, as well as by the Commissary.

AS TO THE BALANCE SHEET AND DISTRIBUTION OF

PROFITS AND LOSSES.

ARTICLE 31. The fiscal years will run for a year, which will be counted from January first to December thirty-one, with the exception of the first fiscal year which will be counted from the date of registration of this document in the Commercial Public Registry until December thirty-one of this year.

ARTICLE 32. At the end of each fiscal year, a Balance Sheet of the corporate business will be prepared, which will be submitted to the General Regular Shareholders’ Meeting together with the report from the Board of Directors or the Sole Administrator, as the case may be, and the opinion of the Commissary or Commissaries.

ARTICLE 33. The net profits that are annually obtained pursuant to the approved balance sheet, after making the proper separations for depreciations, amortisations, penalties, remunerations for the Sole Administrator and his/her Alternate or Members of the Board, as the case may be, for the Commissary or the Commissaries, taxes and profit sharing for the workers, will be applicable pursuant to the following terms: a). Five percent will be separated for the formation of the legal reserve, until the same reaches at least a fifth of the paid capital stock. This reserve must be reestablished in the same form, when it has decreased for any reason; b). Any other reserve that the Meeting may wish to establish will be separated from the remnant; c). From the remnant, the amount fixed by the meeting will be distributed as dividend among the shareholders, which will be distributed in proportion to their number of shares; and, d). The remnant, if any, will be brought to a new account, registering it in the account as a profit pending to be applied.

ARTICLE 34. No distribution of profits will be decided pursuant to the terms of the above article, until the balance from which they resulted has been approved by the Meeting.

ARTICLE 35. The losses will be distributed among the shareholders, in proportion to their shares and up to the nominal value thereof, but, if it is agreed by the General Regular Shareholders’ Meeting, the same may be amortized with profits of future fiscal years, unless the same were higher than two thirds of the paid capital stock.

ARTICLE 36. The grantors do not reserve any profit sharing of the Corporation, due to their capacity as founder shareholders.

AS TO THE DISSOLUTION AND LIQUIDATION OF THE CORPORATION

ARTICLE 37. The Corporation will be dissolved:

a). Due to its inability to continue to perform its principal purpose.

b). If the number of shareholders is lower than the number established by the Law.

c). Due to the loss of two thirds of the capital stock.

d). By agreement taken in General Special Shareholders’ Meeting by a majority of the seventy-five percent of the capital stock.

e). Due to the legally declared bankruptcy of the Corporation.

ARTICLE 38. Upon the dissolution of the Corporation, the General Shareholders’ Meeting, by a majority of votes, will make the appointment of the liquidator, and if it does not do it, the same will be appointed by the Judge on duty of the Civil matters of this City, upon being requested to the effect by any of the shareholders.

ARTICLE 39. The liquidator will exercise the liquidation of the Corporation, pursuant to the provisions dictated by the General Meeting to that effect and based on the following:

a). Will conclude the pending business in the manner that he/she deems more convenient; b). Will collect the receivables and will pay the debts of the Corporation; c). Will prepare the balance sheet for the liquidation; d). Will sell the property that needs to be sold in order to cover the liability and to distribute the surplus among the shareholders, unless they agree in a Meeting another way of distribution of said surplus; e). Will distribute the excess liquid asset, in accordance with the final balance of the liquidation that is approved by the Meeting among the shareholders in proportion to their number of shares.

ARTICLE 40. The Commissary will carry out during the liquidation and with respect to the liquidator, the same position that he/she carried out during the normal life of the Corporation, in relation to the Sole Administrator, or to the Board of Directors. The calls for the General Shareholders’ Meetings during the liquidation, will be made by the liquidator or by the Commissary in the same terms than during the normal life of the Corporation, may be effected, respectively, by the Sole Administrator or by the Board of Directors, as the case may be, or by the Commissary.

ARTICLE 41. Pursuant to the provisions of the last paragraph of Article Six of the General Law of Mercantile Corporations, the grantors agree that the clauses of the present document will constitute the bylaws of the Corporation.

ARTICLE 42. All of the other matters not provided for in this document will be governed by the General Law of Mercantile Corporations.

TRANSITORY CLAUSES

FIRST. The appearing parties, being considered as meeting in a Constitutive General Meeting, adopt for their Administration the system of Sole Administrator, appointing for this position the Engineer JUAN JOSE ELIZONDO LOZANO and as Commissary Miss SANDRA IRENE GUTIERREZ RIVERA, with respect to the Sole Administrator of the Corporation, the same will have the same powers and faculties that are established in article fifteen of this incorporation document, with the only limitation that for the exercise of the faculties for Acts of Ownership, Subscription of Titles of Credit, Avals and Granting of Guarantees to third parties, the joint signature of Messrs. Engineer JUAN JOSE ELIZONDO LOZANO and HANS ERICH ROESCHEL will be required.

SECOND. The persons that are indicated in the immediately preceding clause, accept the positions that are conferred to them, declaring their faithful and legal fulfillment, guaranteeing their action, pursuant to the terms of article tenth of this incorporation document.

THIRD. The capital stock of the corporation is formed in the following manner and proportion:

SHAREHOLDER	NUMBER OF SHARES	VALUE
MEREX CORPORATION	35,000	$	35,000.00
ENG. JUAN JOSE ELIZONDO LOZANO	15,000	$	15,000.00
TOTAL:	50,000	$	50,000.00

(FIFTY THOUSAND PESOS 00/100 NATIONAL CURRENCY).

FOURTH. The appearing parties presented before this act the value in cash of the shares to which the preceding paragraphs refer and delivered to the Sole Administrator of the Corporation, who in turn issues to them provisional certificates in the name of each one of them and which must be exchanged for the ones that will be given to them in due time printed definitively, pursuant to the terms of article seven of the Articles of Incorporation and of articles one hundred twenty-four, one hundred twenty-five, one hundred twenty-six, one

hundred twenty-seven and one hundred twenty-eight of the General Law of Mercantile Corporations.

I, THE NOTARY CERTIFY,

1^st. That I personally know the appearing parties as capable to contract and to bind themselves, and I have no evidence of anything to the contrary, and by their personal information they manifested to be: Engineer JUAN JOSE ELIZONDO LOZANO, born in Mexico, of legal age, married, businessman, original of Reynosa, Tamaulipas, with domicile in Mexico street number five hundred, Colonia Guadalupe, of this City, with Federal Taxpayer Record number (EILJ-531119); Mr. HANS ERICH ROESCHEL, national of Austria, as he accredits it with the Passport Number (R0248002), issued by the Republic of Austria, native of Vienna, fifty-four years old, married, executive, with domicile in 1003 Stoney Hill, Houston, Texas, having been born on April two, nineteen forty-two, who accredits his legal stay in the country with the Migration Form Number (502293), issued in this City, by the Department of Government of the United States of Mexico, dated June twelve, nineteen ninety-six; and Miss SANDRA IRENE GUTIERREZ RIVERA, born in Mexico, twenty-six years old, single, public accountant, native of this City, with domicile in Cuauhtemoc Avenue number two thousand six hundred and five, Colonia Vergel, of this City.

The appearing parties were warned that, if they lied, the penalties established in the Penal Code for the crime of falsehood of information given to an authority will be applied to them.

2^nd. That Mr. HANS ERICH ROESCHEL accredited to me his capacity as Attorney-in-Fact of the company “MEREX CORPORATION”, with the document that I transcribe below:

“State of Texas. Apostille. (The Hague Convention of October 5, 1961). 1. Country wherein this public document is prepared. United States of America. 2. Signed by Marilyn S. Rodery. 3. Acting in the capacity as Public Notary of the State of Texas. 4. It has the seal and stamp of Marilyn S. Rodery, Public Notary of the State of Texas, her commission expires on 05-07-99. CERTIFICATE 5. In Austin, Texas. 6. April 6, 1996. 7. By the Alternate Assistant Secretary of the State of Texas. 8. Certificate No. N-106488. 9. Seal. 10. Signature. Lorna Wassdorf. Alternate Assistant Secretary of State. LSW/NO/sai.”.

3^rd. That I certify having seen the permit granted by the Ministry of Foreign Relations for the constitution of the Corporation, which will be added to the appendix of this document under the letter “A” and will be completely transcribed in the testimonies issued thereof.

4^th. The present document was drafted pursuant to the previously expounded terms, which I read to the appearing parties aloud and clear, explaining to them its contents and legal force thereof, who, in agreement with its tenor, ratify it and sign it in my presence.

5^th. That this document occupied eight (8) pages of my protocol, having been signed at the eighteenth hour of the twelfth day of the month of June, nineteen ninety-six. I ATTEST.

ENG. JUAN JOSE ELIZONDO LOZANO. MR. HANS ERICH ROESCHEL. MISS C.P. SANDRA IRENE GUTIERREZ RIVERA. Before me, IGNACIO MORALES PERALES, ESQ., N. P. No. 4. Rubrics. The Authorizing Seal of the Notary that reads: “UNITED STATES OF MEXICO. IGNACIO MORALES PERALES, ESQ. PUBLIC NOTARY No. 4. TAMPICO, TAM.”.

I AUTHORIZE, this document in the City and Port of Tampico, Tamaulipas State, United States of Mexico, at the nineteen hundred hours of the day of its date. I ATTEST. IGNACIO MORALES PERALES, ESQ., N. P. No. 4. Rubric. The Authorizing Seal of the Notary that reads: “UNITED STATES OF MEXICO. IGNACIO MORALES PERALES, ESQ. PUBLIC NOTARY No. 4. TAMPICO, TAM.”

INSERTION.

““ARTICLE 1890. In all of the general powers of attorney for Litigation and Collections, it will suffice to state that they are granted with all of the general and special faculties requiring special clause pursuant to the Law, in order to understand that they are granted without any limitation. In the general powers of attorney to administer property, it will suffice to express that they are granted for that purpose, in order for the attorney-in-fact to have all types of administrative faculties. In the general powers of attorney to carry out acts of ownership, it will suffice to state that said general powers of attorney are granted with that purpose, in order for the attorney-in-fact to have all of the faculties of owner, in relation to the properties as well as to carry out all types of negotiations in order to defend them or administer them. Whenever the faculties of the attorneys-in-fact are to be limited, in the three cases mentioned above, the limitations will be consigned or special powers of attorney will be granted to that respect. The notaries will insert this article in the testimonies of the powers of

attorney that are granted before them. They will do the same at the foot of the power of attorney and before the signatures of the ratification if in the text of the document it has not been inserted by the interested parties, by the officers before whom the grantors and the witnesses ratify their signatures in accordance with the section II of article 1887 relating to the 1891.””

DOCUMENTS OF THE APPENDIX:

A). PERMIT GRANTED BY THE MINISTRY OF FOREIGN RELATIONS: “At the upper left margin, a seal printed with the National Shield at the center that reads: MINISTRY OF FOREIGN RELATIONS. MEXICO”. At the upper right margin it reads: PERMIT 09010314. FILE 9609010012. FOLIO No. 10308. The text says:

In attention to the request presented by the C. MIGUEL GONZALEZ ORDORICA, this Ministry grants the permit to constitute an “S.A. DE C.V.” under the name “MEREX DE MEXICO”, S.A. de C.V. This permit will be conditioned to the insertion in the Articles of Incorporation of the clause of exclusion of foreigners set forth in Article 30 or the agreement mentioned in Article 31, both of the Regulation of the Law to Promote the Mexican Investment and to Regulate the Foreign Investment. The Notary or Public Broker before whom this permit is used, must notify the Ministry of Foreign Relations within 90 business days from the date of authorization of the corresponding Public Document. The foregoing is communicated based on Articles 27, Section I, of the Political Constitution of the United States of Mexico, 15 of the Law of Foreign Investment, and on the terms of Article 28, Section V of the Organic Law of the Federal Public Administration. This permit will cease from being effective if the same is not used within the 90 business days after the date of its issuance and is granted without prejudice to the provisions of article 91 of the Industrial Property Law. TLATELOLCO, D.F. as of March 19, 1996.

EFFECTIVE SUFFRAGE NO REELECTION. THE DIRECTOR FOR PERMITS OF CONSTITUTIONAL. ART. 27, CRISTINA ALCALA ROSETE, ESQ. An illegible signature. A Seal that reads: MINISTRY OF FOREIGN RELATIONS. DIRECTORATE GENERAL OF LEGAL MATTERS. P.A.1. 33005.

COLLECTION ORDER: ““FINANCE SHCP. DECLARATION OF PAYMENT OF FEES FOR CERTIFICATIONS, REPOSITIONS, ETC. MARCH 3-96. 555278.175. AUTHORIZED OFFICE. TLATELOLCO, D.F. Name, denomination or trade name

“MEREX DE MEXICO”, S.A. DE C.V. LEGAL SERVICES Impression of cash register, CONSTITUTION Ns 175.00.- PERMIT PURSUANT TO SECTIONS I AND IV OF CONSTITUTIONAL ARTICLE 27. 19528. VALUE TO BE PAID Ns 175.00. No. 1119093””

IT IS FIRST TESTIMONY, FAITHFULLY TAKEN FROM ITS ORIGINAL THAT IS IN THE PROTOCOL OF PUBLIC DOCUMENTS IN MY CHARGE, WHEREIN I ANNOTATED EVIDENCE OF ITS ISSUANCE TO THE MARGIN OF ITS ORIGINAL. IT HAS ELEVEN LAWFUL PAGES DULY REQUISITED AND AUTHORIZED. IT IS ISSUED FOR THE COMPANY “MEREX DE MEXICO”, SOCIEDAD ANONIMA DE CAPITAL VARIABLE (CORPORATION WITH VARIABLE CAPITAL), IN THE CITY AND PORT OF TAMPICO, TAMAULIPAS STATE, UNITED STATES OF MEXICO, ON THE THIRTEENTH DAY OF THE MONTH OF JUNE OF THE YEAR NINETEEN NINETY-SIX.

I ATTEST

(Illegible Signature) IGNACIO MORALES PERALES, ESQ., PUBLIC NOTARY NUMBER 4. The seal of the Public Notary, printed with the Shield of the United States of Mexico at the center, is affixed thereto, which translated reads: IGNACIO MORALES PERALES, ESQ. PUBLIC NOTARY No. 4, TAMPICO, TAM.”

There is a stamp affixed to the document, which translated reads: “(illegible text) June 18, 1996 (illegible text) 479 AT PAGES 7 (illegible text) NUMBER 1 OF CORPORATIONS AND POWERS OF ATTORNEY, (illegible text) June 18, 1996 (illegible text). THE JUDGE 1 (illegible text). (Illegible Signature). There is a stamp of the Supreme Court of Justice of the State of Tampico, Tam. Affixed thereto (illegible text).

JEANNETTE GAROFALO

3527 N.E. 168^th St., #404

North Miami Beach, FL 33160

Telephone and Telefax: (305) 949-1848

Certificate of Translation

The foregoing is a translation into the English language of a document originally presented and executed in the Spanish language.

Further, the undersigned certifies that she is fluent in both the English and Spanish languages and that the foregoing is a true and correct translation to the best of her ability.

Miami, Florida - July 29, 1998

/s/ Jeannette Garofalo

Jeannette Garofalo

STATE OF FLORIDA	)
	)    SS:
COUNTY OF MIAMI DADE	)

The foregoing instrument was acknowledged before me on this 29th day of July, 1998 by Jeannette Garofalo. She personally appeared before me, is personally known                                                                                                    as identification.

/s/ Rocio A. Lorenzo

Notary Public, State of Florida

Print Name: Rocio A. Lorenzo

My commission expires: June 9, 2002

EX-3.59

Exhibit 3.61

JEANNETTE GAROFALO

3527 N.E. 168^th St., #404

North Miami Beach, FL 33160

Telephone and Telefax: (305) 949-1848

The following is a translation into the English language of a document originally written in the Spanish language. The original document is written on official paper of the Notary Public’s Office No. 4 of Tampico, State of Tamaulipas, United States of Mexico. The stamp of said Public Notary No. 4 is affixed on the top right-hand corner of the front of each page, which translated reads ash follows: “(Shield) United States of Mexico Lic. Ignacio Morales Perales, Public Notary No. 4, Tampico, Tam.” Additionally, on the front of each page, middle left-hand margin, 11 following typed word appears: “COLLATED”. An illegible signature appears over said word.

The translation now follows and a certificate of translation Is attached hereto and made a part of this translation.

TRANSLATION

PUBLIC NOTARY’S OFFICE NO. 4

IN CHARGE OF

Ignacio Morales Perales, Esq.

FIRST TESTIMONY OF THE DOCUMENT Number 13,193.

OF VOLUME NUMBER 323	THAT CONTAINS: CONSTITUTION OF THE MERCANTILE CORPORATION NAMED “MEREX DIESEL POWER”, SOCIEDAD ANONIMA DE CAPITAL VARIABLE (CORPORATION WITH A VARIABLE CAPITAL).
IT IS ISSUED FOR: THE COMPANY ““MEREX DIESEL POWER””, S.A. DE C.V.

DIAGONAL PALMAS LOCAL 8-A	TELS.13-90-80, 13-93-24
CENTRO COMERCIAL “PLAZA PALMAS”	13-95-20 and 13-91-11
CODIGO POSTAL 89110

TAMPICO, TAM., MEXICO

Ignacio Morales Perales, Esq.

PUBLIC NOTARY NUMBER 4

TAMPICO, TAM.

DOCUMENT NUMBER THIRTEEN THOUSAND ONE HUNDRED NINETY-THREE

VOLUME THREE HUNDRED TWENTY-THREE

IN THE CITY AND PORT OF TAMPICO, STATE OF TAMAULIPAS, UNITED STATES OF MEXICO, at eleven hours thirty minutes of August twenty-nine, nineteen ninety-six, before me,

ATTORNEY-AT-LAW IGNACIO MORALES PERALES,

Public Notary number Four, practicing in this City, personally appeared Messrs. Engineer JUAN JOSE ELIZONDO LOZANO and MEREX CORPORATION, represented by Mr. HANS ERICH ROESCHEL, which information and capacity will be evidenced at the end of this document, with the purpose of constituting a CORPORATION WITH A VARIABLE CAPITAL, which will be named “MEREX DIESEL POWER”, SOCIEDAD ANONIMA DE CAPITAL VARIABLE (CORPORATION WITH A VARIABLE CAPITAL), pursuant to the following:

CLAUSES

FIRST. The appearing parties organize and constitute a Mercantile Company under the form of a CORPORATION WITH A VARIABLE CAPITAL

SECOND. The capital stock is variable, the minimum fixed capital without the right to withdraw is the amount of $50,000.00 (FIFTY THOUSAND PESOS 00/100 NATIONAL CURRENCY), represented by 50,000 (FIFTY THOUSAND) nominative shares, with a nominal value of $1.00 (ONE PESO 00/100 NATIONAL CURRENCY) each, the variable capital is unlimited.

THIRD. The corporation that is constituted by means of this document, will be governed by the following:

BYLAWS:

NAME, DURATION, DOMICILE AND PURPOSE:

ARTICLE 1. The Corporation that is constituted will be named “MEREX DIESEL POWER”, which will be always followed by the words SOCIEDAD ANOMINA DE CAPITAL

VARIABLE (CORPORATION WITH A VARIABLE CAPITAL) or by the abbreviations thereof “S.A. DE C.V”.

ARTICLE 2. The duration of the Corporation shall be for NINETY-NINE YEARS, which will be counted from the date of registration of this document in the Commercial Public Registry.

ARTICLE 3. The domicile of the Corporation will be the City and Port of TAMPICO, TAMAULIPAS, being able to establish agencies or branches in any other place of the Republic, if it is so determined by the Only Administrator or by the Board of Directors, as the case may be.

ARTICLE 4. The purpose of the Corporation is:

I. The commerce in general, fabrication, manufacture, repair, purchase, sale, import and export, clipping and lease of machinery, equipment, raw materials and repairs for the industry in general, complete equipment for Diesel engines, as well as their parts, their repair and service derived therefrom, including the provision of preventive and corrective maintenance for Diesel engines, sales and collection counseling and administration.

AS TO THE CAPITAL STOCK AND THE SHARES.

ARTICLE 5. The capital stock is variable, the minimum fixed capital without the right to withdraw is the amount of $50,000.00 (FIFTY THOUSAND PESOS 00/100 NATIONAL CURRENCY), represented by 50,000 FIFTY THOUSAND nominative shares, with a nominal value of $1.00 (ONE PESO 00/100 NATIONAL CURRENCY) each, the variable capital is unlimited.

ARTICLE 6. “Any foreigner that in the act of constitution or at any other subsequent time, acquires an interest or corporate partnership in the corporation, will be considered for that simple fact as a Mexican with respect to one and the other, and it will be understood that he/she agrees not to invoke the protection of his/her Government, under the penalty, in the event of noncompliance with his/her agreement, of losing said interest or partnership to the benefit of the Mexican Nation”.

ARTICLE 7. The shares will be represented by Provisional Certificates and, on a subsequent date, by certificates of title printed definitively, which will have adhered thereto nominative coupons in the number agreed by the Board of Directors or by the Sole Administrator, as the case

may be. The Corporation will have a registry of nominative shares, which will contain that which is indicated in article one hundred twenty-eight of the General Law of Mercantile Corporations.

The Corporation will consider as owner of the shares whoever appears as such in the Registry to which the preceding paragraph refers. The Corporation shall register in said registry, at the request of any holder, the transfers that are effected.

ARTICLE 8. The certificates of title may cover one or more shares and will carry progressive numeration, and will be signed by the President of the Corporation, as well as by other members of the board, if the company is administered by a Board of Directors or by the Sole Administrator, as the case may be, the printed certificates of title shall contain the requirements established in article one hundred twenty-eight of the Organic Law of the First Section of the Constitutional Article twenty-seven.

AS TO THE ADMINISTRATION OF THE CORPORATION.

ARTICLE 9. The Corporation will be administered by a Board of Directors or by the Sole Administrator, as resolved by the General Regular Shareholders’ Meeting. The Meeting, if it decides to do so, will appoint an Alternate for the Sole Administrator. The Sole Administrator, his/her alternate or the members of the Board of Directors, as the case may be, may or may not be shareholders.

ARTICLE 10. In the event that the Corporation is administered by a Board of Directors, the same will be integrated by the number of people decided by the General Regular Shareholders’ Meeting, it may appoint an alternate for each elected member of the board if it agrees to do so. The Sole Administrator and his/her alternate or the Members of the Board, as the case may be, must deposit in possession of the Corporation, during all of the term of his/her assignment, a share or give bond for the same amount in guarantee of his/her action, which will not be returned to them or which bond they cannot cancel, until the accounts corresponding to the fiscal year during which they have carried out their assignment are approved.

ARTICLE 11. The Sole Administrator and his/her alternate or the Board of Directors, as the case may be, will remain in office for a year, which to this effect will be counted from a General Regular Shareholders’ Meeting to another. Either of them, as the case may be, may be reelected and the appointed ones will remain in their offices validly until their substitutes take possession of their offices.

ARTICLE 12. In the event that a Board of Directors is elected, the same, in its first regular meeting, will designate from among its members, upon a majority of votes, a President, a Secretary and a Treasurer, who will also hold the same positions for the Corporation.

The President will be responsible for the exact compliance of this document, of the rules and of the agreements or dispositions of the Meetings. He/She will preside over the Meetings and the Meetings of the Board of Directors and, in his/her absence, will be substituted by the Vice President and, in the absence of the same, by the Vocal.

ARTICLE 13. The Board of Directors will meet at the corporate domicile, or wherever it decides, at least once a month in Regular Meetings and, when necessary, in Special Meetings, provided it is called by the President or by the Secretary. In order for the Board of Directors to hold its meetings legally, the attendance of at least two of its members will be necessary, its resolutions will be taken by majority of votes of the persons in attendance and the President or his/her alternate will have casting vote.

ARTICLE 14. Minutes of each meeting of the Board of Directors will be written up, evidencing the resolutions adopted by the same Board, which will be entered in the Minute Book of the Board and will be signed by the person who presided over the meeting, by the Secretary and by the Commissary. In the file of the board, all of the reports issued to the members of the board will be added as appendixes. The certified copies or summaries of the Minutes of the_. Board Meetings that are issued for any reason, will be signed by the President in office or by the Secretary.

ARTICLE 15. The Sole Administrator or the Board of Directors, as the case may be, will be the representative body of the Corporation and will have the following faculties and obligations:

I. To represent the Corporation before all types of Administrative, Municipal, Judicial Authorities, before arbitrators and before the Labor Authorities, with General Power of Attorney for Litigation and Collection, with all of the general and special faculties that require special

clause pursuant to the Law, without any limitation pursuant to the terms of the first paragraph of article two thousand five hundred and fifty-four of the Civil Code in force in the Federal District and its correlatives of the other Federative Entities of the Mexican Republic, including the faculties of abandonment of trial pertaining to constitutional guarantees, to formulate and respond to interrogatories, to appear before the Labor Authorities, before Conciliation and Conciliation and Arbitration Boards, whether’ Federal or Local, Department of Labor and Social Welfare, directorates of Labor of the State Governments and before any Labor Authority, whether Federal or Local, Syndicates, individual persons, Institutions and Corporations, being able to execute acts of administration before said Labor Authorities and before the Mexican Social Security Institute, administrative authorities, penal authorities, to file complaints collaborating with the Public Ministry in everything that is permitted by the Law, and to execute the acts necessary for the persecution of the crimes and to demand the responsibility and grant pardon.

II. To administer the business and properties of the Corporation, with General Power of Attorney to Administer Assets of the Corporation, pursuant to the terms of the second paragraph of article two thousand five hundred fifty-four of the Civil Code in Force for the Federal District and its correlatives of the other Federative Entities of the Mexican Republic.

III. To exercise acts of disposing with respect to all of the properties and rights of the Corporation, with power for Acts of Ownership, pursuant to the terms of the third paragraph of article two thousand five hundred fifty-four of the Civil Code in Force for the Federal District and its concordants of the other Federative Entities of the Mexican Republic.

IV. Faculties to grant, subscribe, issue, guarantee, endorse, negotiate and in any manner to operate credit instruments or credits of every kind, pursuant to the terms of article nine of the General Law of Securities and Credit Transactions, as well as to obligate the Corporation in any manner.

V. To establish Agencies or Branches in any place of the Republic and to suppress them.

VI. To appoint the Director or Directors, Manager, Sub-Manager and other officers that he/she deems convenient, and the Attorneys-in-Fact, factors, agents, collectors, correspondents and employees of the Corporation and to revoke such appointments, as well as to assign to those members of the personnel the sums that he/she deems convenient as compensation for special works and services after finalizing each fiscal year or at the opportunity that he/she deems proper.

VII. To form the bylaws of the Corporation.

VIII. To execute the agreements of the Board.

IX. To confer General or Special Powers of Attorney, delegating to the Attorneys-in-Fact the faculties that he/she deems convenient and to revoke such powers of attorney.

X. To carry out in general, all of the acts and operations that are necessary due to the nature and purpose of the corporation. In the event that the corporation is administered by a Board of Directors, the President or his/her alternate in his/her absence, will have all of the faculties conferred to the Board of Directors in this clause.

ARTICLE 16. The Sole Administrator or the Members of the Board, as the case may be, will receive as remuneration, the amount fixed by the General Regular Shareholders’ Meeting that elects him/her, considering such remunerations as normal expenses and inherent of the business.

ARTICLE 17. The Manager will be designated for an indefinite period of time by the Board of Directors or by the Sole Administrator, as the case may be, and will have the following faculties and obligations:

I. To administer the properties and business of the Corporation, according to the instructions of the Board of Directors or of the Sole Administrator, as the case may be, and therefor to make collections and payments, to enter into agreements, to sign, as provided by the bylaws, the respective correspondence and the documents arising from the corporation and to execute the acts required by the ordinary operation of the business of the corporation.

II. To be in charge of the organization of the offices of the corporation and to propose to the Board of Directors or to the Sole Administrator, as the case may be, the appointments or

removals of the agents, correspondents, collectors or employees, and to watch over their conduct, having them under his/her orders.

III. To represent the Corporation before the Municipal, Administrative, Judicial Authorities, to administer the business of the Corporation with the same faculties set forth for the Sole Administrator or for the Board of Directors in paragraphs I and H of article fifteen of this document, except the faculty to issue bonds and obligations.

IV. The other ones conferred to him/her by the Sole Administrator or by the Board of Directors, as the case may be.

ARTICLE 18. The Manager or Managers and the Sub-Managers of the Corporation, will have the faculties and obligations that the Board of Directors or the Sole Administrator, as the case may be, determine when conferring their appointment.

ARTICLE 19. The positions of Manager and Sub-Manager are compatible with the position of Member of the Board and said officers will guarantee their management pursuant to the terms that are established in their appointments:

AS TO THE VIGILANCE OF THE CORPORATION

ARTICLE 20. The vigilance of the Corporation will be in charge of a Commissary that will be designated by the General Regular Shareholders’ Meeting, who may appoint his/her alternate. The elected Commissary will remain in his/her office for a year and will act validly until the next General Regular Shareholders’ Meeting makes a new designation and the appointee takes possession of said office, the year of office of the Commissary will be counted in the same manner established for the Sole Administrator or for the Board of Directors. The Commissary may be re-elected and will guarantee his/her action in the same terms as the Sole Administrator or the Members of the Board and will have the remuneration assigned by the Meeting that elects him/her, which will be considered as normal expense and inherent of the business.

AS TO THE MEETINGS

ARTICLE 21. The General Meetings of Shareholders will be Regular and Special and they will meet at the domicile of the Corporation or at the place where it is convened due to an act of

nature or of force majeure. The General Regular Meeting will meet at least once a year, within the four months subsequent to the closing of the fiscal year, the General Special Meetings will meet at any time that the Sole Administrator or the Board of Directors, as the case may be, deem it convenient, and the Commissary or the Commissaries, provided that the same are legally convened.

ARTICLE 22. Every shareholder or group of shareholders representing at least thirty-three percent of the paid capital stock, may request the Sole Administrator or the Board of Directors, as the case may be, to call a General Shareholders’ meeting, accompanying to the request the certificates of title accrediting their representation and the Agenda to which the Meeting that is called must be subject. If the Sole Administrator or the Board of Directors, as the case may be, does not issue the requested Call, in a term not greater than ten days counted from the date of receipt of the request, indicating for the Meeting a date within the fifteen days subsequent to the call, the Commissary or Commissaries, at the request of the interested shareholders, will issue the call in the terms in which the Sole Administrator or the Board of Directors would do it.

ARTICLE 23. The call for the General Meeting must be published in the Official Newspaper of the State or in one of major circulation of the domicile of the corporation, at least fifteen days prior to the date when the Meeting should take place. The call must contain the Agenda and will be signed by the Sole Administrator or by his/her Alternate, or by the President in office or by the Secretary of the Board of Directors, as the case may be. Every resolution taken in violation of the provisions of this article, will be null, unless all of the shares are represented at the moment in which the Meeting takes place, as in such a case the Meeting will be validly held, even if the call has not been published.

ARTICLE 24. In order to have the right to attend the Meetings, the shareholders must, deposit their shares at least twenty-four hours in advance, at the offices of the corporation, at in the places or Institutions indicated in the call. The deposited shares will be returned once the Meeting has taken place. The deposits of shares made outside of the offices of the Corporation, must be evidenced by means of written communication or telegraphically, made directly to the Corporation itself by the depositing Institution. The shareholders may attend the General Meetings personally or by proxy, and in the latter case, the granting of a simple proxy will suffice.

ARTICLE 25. In order for a General Regular Meeting to be considered as legally established, by virtue of a first call, at least fifty percent of the capital stock must be represented therein, and, if it is a Regular Meeting held by virtue of a second call, it will be valid regardless of the number of shares that are represented. The resolutions in both cases will be taken by a majority of votes of the shareholders, calculating one vote per each share.

ARTICLE 26. In order for a General Special Shareholders’ Meeting to be considered as legally established, by virtue of a first call, at least seventy-five percent of the capital stock must be represented therein, and, if it is a Special Meeting held by virtue of a second call, it will be legally established when, as a minimum, fifty percent of the capital stock is represented therein. Its resolutions will be taken by a majority of votes representing at least fifty percent of the capital stock.

ARTICLE 27. The decisions of the General Meetings taken pursuant to the terms of this document, shall bind the shareholders, even the absentees or dissident.

ARTICLE 28. Once a Meeting is legally established, if, due to lack of time, all of the matters for which it was convened could not be resolved by it, it may suspend the session to continue it on another day, without the need for a new call. Only the rules related to the Meetings held by virtue of a second call will be applicable, when only the items on the Agenda included in the first call are dealt with therein.

ARTICLE 29. The General Meetings will be presided by the Sole Administrator or by his/her Alternate, or, as the case may be, by the President of the Board of Directors and, in his/her absence, by the Vice President, the Vocal or by the person that the Meeting elects to substitute him/her in his/her position. Will act as Secretary the person holding such position in the Board and, in his/her absence, the person legally elected by the Meeting. The President will designate the tellers among the people in attendance, who shall determine the number of shares represented, which designation must fall among the ones representing the higher number of shares.

ARTICLE 30. Of every General Meeting, an attendance record must be signed and minutes will be written up that will be annotated in the authorized Minute Book of Meetings, which will be signed by the President, the Secretary and the Commissary, if the Corporation is administered by a Board of Directors, or, as the case may be, by the Sole Administrator, or his/her Alternate, by the Secretary and by the Commissary. The documents presented to the people that took part in the meetings and the attendance list duly signed by the attendees and by the tellers, will be added as appendixes to the file of the Meetings. The minutes of the meetings that, due to the lack of quorum, could not be established as a meeting, will be signed by the tellers and by the persons who have acted as President and Secretary, as well as by the Commissary.

AS TO THE BALANCE SHEET AND DISTRIBUTION OF

PROFITS AND LOSSES

ARTICLE 31. The fiscal years will run for a year, which will be counted from January first to December thirty-one, with the exception of the first fiscal year which will be counted from the date of registration of this document in the Commercial Public Registry until December thirty-one of this year.

ARTICLE 32. At the end of each fiscal year, a Balance Sheet of the corporate business will be prepared, which will be submitted to the General Regular Shareholders’ Meeting together with the report from the Board of Directors or the Sole Administrator, as the case may be, and the opinion of the Commissary or Commissaries.

ARTICLE 33. The net profits that are annually obtained pursuant to the approved balance sheet, after making the proper separations for depreciations, amortisations, penalties, remunerations for the Sole Administrator and his/her Alternate or Members of the Board, as the case may be, for the Commissary or the Commissaries, taxes and profit sharing for the workers, will be applicable pursuant to the following terms: a). Five percent will be separated for the formation of the legal reserve, until the same reaches at least a fifth of the paid capital stock. This reserve must be reestablished in the same form, when it has decreased for any reason; b). Any other reserve that the Meeting may wish to establish will be separated from the remnant; c). From the remnant, the amount fixed by the meeting will be distributed as dividend among the shareholders, which will be distributed in proportion to their number of shares; and, d). The

remnant, if any, will be brought to a new account, registering it in the account as a profit pending to be applied.

ARTICLE 34. No distribution of profits will be decided pursuant to the terms of the above article, until the balance from which they resulted has been approved by the Meeting.

ARTICLE 35. The losses will be distributed among the shareholders, in proportion to their shares and up to the nominal value thereof, but, if it is agreed by the General Regular Shareholders’ Meeting, the same may be amortized with profits of future fiscal years, unless the same were higher than two thirds of the paid capital stock.

ARTICLE 36. The grantors do not reserve any profit sharing of the Corporation, due to their capacity as founder shareholders.

AS TO THE DISSOLUTION AND LIQUIDATION OF THE CORPORATION

ARTICLE 37. The Corporation will be dissolved:

a). Due to its inability to continue to perform its principal purpose.

b). If the number of shareholders is lower than the number established by the Law.

c). Due to the loss of two thirds of the capital stock.

d). By agreement taken in General Special Shareholders’ Meeting by a majority of the seventy-five percent of the capital stock.

e). Due to the legally declared bankruptcy of the Corporation.

ARTICLE 38. Upon the dissolution of the Corporation, the General Shareholders’ Meeting, by a majority of votes, will make the appointment of the liquidator, and if it does not do it, the same will be appointed by the Judge on duty of the Civil matters of this City, upon being requested to the effect by any of the shareholders.

ARTICLE 39. The liquidator will exercise the liquidation of the Corporation, pursuant to the provisions dictated by the General Meeting to that effect and based on the following:

a). Will conclude the pending business in the manner that he/she deems more convenient;

b). Will collect the receivables and will pay the debts of the Corporation; c). Will prepare the balance sheet for the liquidation; d). Will sell the property that needs to be sold in order to cover the liability and to distribute the surplus among the shareholders, unless they agree in a Meeting another way of distribution of said surplus; e). Will distribute the excess liquid asset, in accordance with the final balance sheet of the liquidation that is approved by the Meeting among the shareholders in proportion to their number of shares.

ARTICLE 40. The Commissary will carry out during the liquidation and with respect to the liquidator, the same position that he/she carried out during the normal life of the Corporation, in relation to the Sole Administrator, or to the Board of Directors. The calls for the General Shareholders’ Meetings during the liquidation, will be made by the liquidator or by the Commissary in the same terms than during the normal life of the Corporation, may be effected, respectively, by the Sole Administrator or by the Board of Directors, as the case may be, or by the Commissary.

ARTICLE 41. Pursuant to the provisions of the last paragraph of Article Six of the General Law of Mercantile Corporations, the grantors agree that the clauses of the present document will constitute the bylaws of the Corporation.

ARTICLE 42. All of the other matters not provided for in this document will be governed by the General Law of Mercantile Corporations.

TRANSITORY CLAUSES

FIRST. The appearing parties, being considered as meeting in a Constitutive General Meeting, adopt for their Administration the system of Sole Administrator, appointing for this position the Engineer JUAN JOSE ELIZONDO LOZANO and as Commissary Miss SANDRA IRENE GUTIERREZ RIVERA, with respect to the Sole Administrator of the Corporation, the same will have the same powers and faculties that are established in article fifteen of this incorporation document, with the only limitation that for the exercise of the faculties for Acts of Ownership, Avals and Granting of Guarantees to third parties, the joint signature of Messrs. Engineer JUAN JOSE ELIZONDO LOZANO and HANS ERICH ROESCHEL will be required.

SECOND. The persons that are indicated in the immediately preceding clause, accept the positions that are conferred to them, declaring their faithful and legal fulfillment, guaranteeing their action, pursuant to the terms of article tenth of this incorporation document.

THIRD. The capital stock of the corporation is formed in the following manner and proportion:

SHAREHOLDER	NUMBER OF SHARES	VALUE
MEREX CORPORATION	25,000	$	25,000.00
ENG. JUAN JOSE ELIZONDO LOZANO	25,000	$	25,000.00
TOTAL:	50,000	$	50,000.00

(FIFTY THOUSAND PESOS 00/100 NATIONAL CURRENCY)

FOURTH. The appearing parties presented before this act the value in cash of the shares to which the preceding paragraphs refer and delivered to the Sole Administrator of the Corporation, who in turn issues to them provisional certificates in the name of each one of them and which must be exchanged for the ones that will be given to them in due time printed definitively, pursuant to the terms of article seven of the Articles of Incorporation and of articles one hundred twenty-four, one hundred twenty-five, one hundred twenty-six, one hundred twenty-seven and one hundred twenty-eight of the General Law of Mercantile Corporations.

I, THE NOTARY, CERTIFY,

1^st. That I personally know the appearing parties as capable to contract and to bind themselves, and I have no evidence of anything to the contrary, and by their personal information they manifested to be: Engineer JUAN JOSE ELIZONDO LOZANO, born in Mexico, of legal age, married, businessman, original of Reynosa, Tamaulipas, with domicile in Mexico street number five hundred, Colonia Guadalupe, of this City, with Federal Taxpayer Record number (EILJ-531119); Mr. HANS ERICH ROESCHEL, national of Austria, as he accredits it with the Passport Number (R0248002), issued by the Republic of Austria, native of Vienna, fifty-four years old, married, executive, with domicile in 1003 Stoney Hill, Houston, Texas, having been barn on April two, nineteen forty-two, who accredits his legal stay in the country with the

Migration Form Number (502293), issued in this City, by the Department of Government of the United States of Mexico, dated June twelve, nineteen ninety-six; and Miss SANDRA IRENE GUTIERREZ RIVERA, born in Mexico, twenty-six years old, single, public accountant, native of this City, with domicile in Cuauht6moc Avenue number two thousand six hundred and five, Colonia Vergel, of this City.

The appearing parties were warned that, if they lied, the penalties established in the Penal Code for the crime of falsehood of information given to an authority will be applied to them.

2^nd. That Mr. HANS ERICH ROESCHEL accredited to me his capacity as Attorney-in-Fact of the company “MEREX CORPORATION”, with the document that I transcribe below:

““State of Texas. Apostille. (The Hague Convention of October 5, 1961): 1. Country wherein this public document is prepared. United States of America. 2. Signed by Marilyn S. Rodery. 3. Acting in the capacity as Public Notary of the State of Texas. 4. It has the seal and stamp of Marilyn S. Rodery, Public Notary of the State of Texas, her commission expires on 05-07-99. CERTIFICATE 5. In Austin, Texas. 6. April 6,1996. 7. By the Alternate Assistant Secretary of the State of Texas. 8. Certificate No. N-106488. 9. Seal. 10. Signature. Loma Wassdorf. Alternate Assistant Secretary of State. LSW/NO/sai.””

3^rd. That I certify having seen the permit granted by the Ministry of Foreign Relations for the constitution of the Corporation, which will be added to the appendix of this document under the letter “A” and will be completely transcribed in the testimonies issued thereof.

4^th. The present document was drafted pursuant to the previously expounded terms, which I read to the appearing parties aloud and clear, explaining to them its contents and legal force thereof, who, in agreement with its tenor, ratify it and sign it in my presence.

5^th. That this document occupied six (6) pages of my protocol, having been signed at the eighteenth hour of the day of the date thereof. I ATTEST.

ENG. JUAN JOSE ELIZONDO LOZANO. MR. HANS ERICH ROESCHEL. MISS C.P. SANDRA IRENE GUTIERREZ RIVERA. Before me, IGNACIO MORALES PERALES, ESQ., N. P. No. 4. Rubrics. The Authorizing Seal of the Notary that reads: “UNITED STATES OF MEXICO. IGNACIO MORALES PERALES, ESQ. PUBLIC NOTARY No. 4. TAMPICO, TAM.”

I AUTHORIZE, this document in the City and Port of Tampico, Tamaulipas State, United States of Mexico, at the twelfth hour of August thirty, nineteen ninety-six. I ATTEST IGNACIO MORALES PERALES, ESQ., N. P. No. 4. Rubric. The Authorizing Seal of the Notary that reads: “UNITED STATES OF MEXICO. IGNACIO MORALES PERALES, ESQ. PUBLIC NOTARY No. 4. TAMPICO, TAM”.

INSERTION.

““ARTICLE 1890. In all of the general powers of attorney for Litigation and Collections, it will suffice to state that they are granted with all of the general and special faculties requiring special clause pursuant to the Law, in order to understand that they are granted without any limitation. In the general powers of attorney to administer property, it will suffice to express that they are granted for that purpose, in order for the attorney-in-fact to have all types of administrative faculties. In the general powers of attorney to carry out acts of ownership, it will suffice to state that said general powers of attorney are granted with that purpose, in order for the attorney-in-fact to have all of the faculties of owner, in relation to the properties as well as to carry out all types of negotiations in order to defend them or administer them. Whenever the faculties of the attorneys-in-fact are to be limited, in the three cases mentioned above, the limitations will be consigned or special powers of attorney will be granted to that respect. The notaries will insert this article in the testimonies of the powers of attorney that are granted before them. They will do the same at the foot of the power of attorney and before the signatures of the ratification if in the text of the document it has not been inserted by the interested parties, by the officers before whom the grantors and the witnesses ratify their signatures in accordance with the section II of article 1887 relating to the 1891.””

DOCUMENTS OF THE APPENDIX:

A). PERMIT GRANTED BY THE MINISTRY OF FOREIGN RELATIONS: ““At the upper left margin, a seal printed with the National Shield at the center that reads: MINISTRY OF FOREIGN RELATIONS. MEXICO”. At the upper right margin it reads: PERMIT 09019974. FILE 9609019372. FOLIO No. 20088. The text says:

In attention to the request presented by the C. MIGUEL GONZALEZ ORDORICA, this Ministry grants the permit to constitute an “S.A. DE C.V.” under the name “MEREX DIESEL POWER”, S.A. de C.V. This permit will be conditioned to the insertion in the Articles of Incorporation of the clause of exclusion of foreigners set forth in Article 30 or the agreement mentioned in Article 31, both of the Regulation of the Law to Promote the Mexican Investment and to Regulate the Foreign Investment. The Notary or Public Broker before whom this permit is used, must notify the Ministry of Foreign Relations within 90 business days from the date of authorization of the corresponding Public Document. The foregoing is communicated based on Articles 27, Section I, of the Political Constitution of the United States of Mexico, 15 of the Law of Foreign Investment, and on the terms of Article 28, Section V of the Organic Law of the Federal Public Administration. This permit will cease from being effective if the same is not used within the 90 business days after the date of its issuance and is granted without prejudice to the provisions of article 91 of the Industrial Property Law. TLATELOLCO, D.F. as of June 17, 1996.

EFFECTIVE SUFFRAGE. NO REELECTION. THE DIRECTOR FOR PERMITS OF CONSTITUTIONAL ART. 27, CRISTINA ALCALA ROSETE, ESQ. An illegible signature.

A Seal that reads: MINISTRY OF FOREIGN RELATIONS. DIRECTORATE GENERAL OF LEGAL MATTERS P.A. 1. 41518.

COLLECTION ORDER: ““FINANCE SHCP. DECLARATION OF PAYMENT OF FEES FOR CERTIFICATIONS, REPOSITIONS, ETC. JUNE 17-96. 654261. .260. AUTHORIZED OFFICE. TLATELOLCO, D.F. Name, denomination or trade name “MEREX DIESEL POWER”, S.A. DE C.V. LEGAL SERVICES Impression of cash register, CONSTITUTION Ns 260.00: PERMIT PURSUANT TO SECTIONS I AND IV OF CONSTITUTIONAL ARTICLE 27. 20088.- VALUE TO BE PAID Ns 260.00. No. 013002””

IT IS FIRST TESTIMONY, FAITHFULLY TAKEN FROM ITS ORIGINAL THAT IS IN THE PROTOCOL OF PUBLIC DOCUMENTS IN MY CHARGE, WHEREIN I ANNOTATED EVIDENCE OF ITS ISSUANCE TO THE MARGIN OF ITS ORIGINAL. IT HAS ELEVEN LAWFUL PAGES DULY REQUISITED AND AUTHORIZED. IT IS ISSUED FOR THE COMPANY “MEREX DIESEL POWER”, SOCIEDAD ANONIMA DE CAPITAL VARIABLE (CORPORATION WITH VARIABLE CAPITAL), IN THE CITY AND PORT OF

TAMPICO, TAMAULIPAS STATE, UNITED STATES OF MEXICO, ON THE FOURTH DAY OF THE MONTH OF SEPTEMBER OF THE YEAR NINETEEN NINETY-SIX. I ATTEST.

(Illegible Signature) IGNACIO MORALES PERALES, ESQ., PUBLIC NOTARY NUMBER 4. The seal of the Public Notary, printed with the Shield of the United States of Mexico at the center, is affixed thereto, which translated reads: “IGNACIO MORALES PERALES, ESQ. PUBLIC NOTARY No. 4, TAMPICO, TAM”

There is a stamp affixed to the document, which translated reads: “(illegible text) RECORDED ON SEPTEMBER 5,1996 UNDER THE NUMBER 702 AT PAGES OF THE BOOK NUMBER 1 OF CORPORATIONS AND POWERS OF ATTORNEY, TAMPICO, TAM., SEPT. 5, 1996. THE JUDGE 1 OF CIVIL MATTERS IN CHARGE OF THE COMMERCIAL PUBLIC REGISTRY (Illegible Signature). There is a stamp of the Supreme Court of Justice of the State of Tampico, Tam., with a text that translated reads: “Judicial Power 1^ST Tribunal (illegible text) Judicial district TAMPICO, TAM.

JEANNETTE GAROFALO

3527 N.E. 168^th St., #404

North Miami Beach, FL 33160

Telephone and Telefax: (305) 949-1848

Certificate of Translation

The foregoing is a translation into the English language of a document originally presented and executed in the Spanish language.

Further, the undersigned certifies that she is fluent in both the English and Spanish languages and that the foregoing is a true and correct translation to the best of her ability.

Miami, Florida - July 29, 1998

/s/ Jeannette Garofalo

Jeannette Garofalo

STATE OF FLORIDA	)
SS:	)
COUNTY OF MIAMI-DADE	)

The foregoing instrument was acknowledged before me on this 29 day of July, 1998 by Jeannette Garofalo. She personally appeared before me, is personally known                                                                           as identification.

Notary:

Notary Public, State of Florida

Print Name:

My commission expires: June 9, 2002

EX-3.60

Exhibit 3.62

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

MONTANA ELECTRIC SUPPLY

ARTICLE 1. NAME

The name of the corporation is Montana Electric Supply.

ARTICLE 2. DURATION

The period of the corporation’s duration shall be perpetual.

ARTICLE 3. PURPOSES AND POWERS

The purpose for which the corporation is organized is to engage in any business, trade or activity which may lawfully be conducted by a corporation organized under the Montana Business Corporation Act.

The corporation shall have the authority to engage in any and all such activities as are incidental or conducive to the attainment of the purposes of the corporation and to exercise any and all powers authorized or permitted under any laws that may be now or hereafter applicable or available to the corporation.

ARTICLE 4. VOTING OF SHARES FOR DIRECTORS

Each shareholder may vote, in person or by proxy, the number of shares owned by such shareholder that are entitled to vote at an election of Directors, for as many persons as there are Directors to be elected and for whose election such shares have a right to vote. Directors are elected by a plurality of the votes case by shares entitled to vote in the election at a meeting at which a quorum is present. The corporation shall not have cumulative voting.

ARTICLE 5. SHARES

The corporation is authorized to issue 1,500 shares of Common Stock, no par value.

ARTICLE 6. REGISTERED OFFICE AND AGENT

The address of the registered office of the corporation is 40 West Lawrence, Helena, Montana 59601 and the name of the registered agent at such address is CT Corporation System.

ARTICLE 7. LIMITATION OF DIRECTOR LIABILITY

No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for his or her conduct as a director, which conduct takes place on or after the date this Article 6 becomes effective, except for (i) acts or omissions that involved intentional misconduct or a knowing violation of law by the director, (ii) conduct violating the Montana Business Corporation Act §35-1-713, or (iii) any transaction from which

the director will personally receive a benefit in money, property or services to which the director is not legally entitled. If, after this Article 6 becomes effective, the Montana Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be deemed eliminated or limited to the fullest extent permitted by the Montana Business Corporation Act, as so amended. Any amendment to or repeal of this Article 6 shall not adversely affect any right or protection of a director of the corporation for or with respect to any acts or omission of such director occurring prior to such amendment or repeal. This provision shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date this Article 6 becomes effective.

ARTICLE 8. INDEMNIFICATION

To the fullest extent not prohibited by law, the corporation: (i) shall indemnify any person who is made, or threatened to made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the corporation), by reason of the fact that the person is or was a director of the corporation, and (ii) may indemnity any person who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the corporation), by reason of the fact that the person is or was an officer, employee or agent of the corporation, or a fiduciary (within the meaning of the Employment Retirement Income Security Act of 1974), with respect to any employee benefit plan of the corporation, or serves or served at the request of the corporation as a director or officer of, or as a fiduciary (as defined above) of an employee benefit plan of, another corporation, partnership, joint venture, trust or other enterprise. This Article 7 shall not be deemed exclusive of any other provisions for the indemnification of directors, officers, employees, or agents that may be included in any statute, bylaw, agreement, resolution of shareholders or directors or otherwise, both as to action in any official capacity and action in any other capacity while holding office, or while an employee or agent of the corporation. For purposes of this Article 7, “corporation” shall mean the corporation incorporated hereunder and any successor corporation thereof.

*See attached Exhibit A for signature*

EXHIBIT A

To

AMENDED AND RESTATED ARTICLES OF INCORPORATION

Certificate pursuant to Montana corporation Act § 35-1-231(4)

Montana Electric Supply

The restatement of the Articles of Incorporation includes an amendment that required shareholder approval. The amendment was approved on April 24, 2001. The vote was as follows:

Designation of Security	Number of Outstanding Shares	Number of Votes Entitled to be Case	Number of Votes Cast FOR	Number of Votes Cast AGAINST
Common Stock	282	282	282	0

Montana Electric Supply
By:	/s/ William C. Hockensmith

Name:	William C. Hockensmith
Title:	Assistant Secretary

EX-3.61

Exhibit 3.63

RESTATED BYLAWS

OF

MONTANA ELECTRIC SUPPLY

Originally adopted on: April 19, 2001.

TABLE OF AMENDMENTS

Page i

CONTENTS

SECTION 1. REGISTERED OFFICE AND REGISTERED AGENT			1
1.1	Registered Office		1
1.2	Registered Agent		1
SECTION 2. SHAREHOLDERS			1
2.1	Annual Meeting		1
2.2	Special Meetings		1
2.3	Meetings by Telecommunications		1
2.4	Place of Meeting		2
2.5	Notice of Meeting		2
2.6	Waiver of Notice		2
2.7	Fixing of Record Date for Determining Shareholders		2
2.8	Shareholders List		3
2.9	Quorum		3
2.10	Manner of Acting		3
2.11	Proxies		4
2.12	Voting of Shares		4
2.13	Voting for Directors		4
2.14	Action by Shareholders Without a Meeting		4
2.15	Voting of Shares by Corporations		4
	2.15.1	Shares Held by Another Corporation	4
	2.15.2	Shares Held by the Corporation	5
2.16	Acceptance or Rejection of Shareholder Votes, Consents, Waivers and Proxy Appointments		5
	2.16.1	Documents Bearing Name of Shareholders	5
	2.16.2	Documents Bearing Name of Third Parties	5
	2.16.3	Rejection of Documents	5
SECTION 3. BOARD OF DIRECTORS			6
3.1	General Powers		6
3.2	Number, Tenure and Qualifications		6
3.3	Annual and Regular Meetings		6
3.4	Special Meetings		6
3.5	Meetings by Telecommunications		6

Page ii

3.6	Notice of Special Meetings		6
	3.6.1	Personal Delivery	7
	3.6.2	Delivery by Mail	7
	3.6.3	Delivery by Telegraph	7
	3.6.4	Oral Notice	7
	3.6.5	Notice by Facsimile Transmission	7
	3.6.6	Notice by Private Courier	7
3.7	Waiver of Notice		7
	3.7.1	Written Waiver	7
	3.7.2	Waiver by Attendance	7
3.8	Quorum		8
3.9	Manner of Acting		8
3.10	Presumption of Assent		8
3.11	Action by Board or Committees Without a Meeting		8
3.12	Resignation		8
3.13	Removal		9
3.14	Vacancies		9
3.15	Minutes		9
3.16	Executive and Other Committees		9
	3.16.1	Creation of Committees	9
	3.16.2	Authority of Committees	9
	3.16.3	Quorum and Manner of Acting	10
	3.16.4	Minutes of Meetings	10
	3.16.5	Resignation	10
	3.16.6	Removal	10
3.17	Compensation		10
SECTION 4. OFFICERS			10
4.1	Number		10
4.2	Appointment and Term of Office		11
4.3	Resignation		11
4.4	Removal		11
4.5	Vacancies		11
4.6	Chair of the Board		11
4.7	President		11
4.8	Vice President		12
4.9	Secretary		12
4.10	Treasurer		12
4.11	Salaries		12

Page iii

SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS			13
5.1	Contracts		13
5.2	Loans to the Corporation		13
5.3	Loans to Directors		13
5.4	Checks, Drafts, Etc.		13
5.5	Deposits		13
SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER			13
6.1	Issuance of Shares		13
6.2	Escrow for Shares		14
6.3	Certificates for Shares		14
6.4	Stock Records		14
6.5	Restriction on Transfer		15
	6.5.1	Securities Laws	15
	6.5.2	Other Restrictions	15
6.6	Transfer of Shares		15
6.7	Lost or Destroyed Certificates		15
6.8	Transfer Agent and Registrar		15
6.9	Officer Ceasing to Act		15
6.10	Fractional Shares		15
SECTION 7. BOOKS AND RECORDS			15
SECTION 8. FISCAL YEAR			16
SECTION 9. SEAL			16
SECTION 10. INDEMNIFICATION			16
10.1	Directors		16
10.2	Officers, Employees and Other Agents		16
10.3	No Presumption of Bad Faith		16
10.4	Advances of Expenses		16
10.5	Enforcement		16
10.6	Nonexclusivity of Rights		17
10.7	Survival of Rights		17
10.8	Insurance		17
10.9	Amendments to Law		17
10.10	Savings Clause		18
10.11	Certain Definitions		18
SECTION 11. AMENDMENTS			19

Page iv

RESTATED BYLAWS

OF

MONTANA ELECTRIC SUPPLY

SECTION 1. REGISTERED OFFICE AND REGISTERED AGENT

1.1 Registered Office

The registered office of the Corporation required by the Montana Business Corporation Act (the “Act”) to be maintained in Montana may be, but need not be, identical with the principal office of the Corporation if the principal office is maintained in Montana.

1.2 Registered Agent

The registered agent shall have a business office identical with the registered office. A registered agent so appointed shall consent to appointment in writing and such consent shall be filed with the Secretary of State of Montana. The Corporation may change its registered agent at any time upon filing of an appropriate notice with the Secretary of State, with the written consent of the new registered agent included.

SECTION 2. SHAREHOLDERS

2.1 Annual Meeting

The annual shareholders meeting shall be held on such day as fixed by resolution of the Board of Directors (the “Board”) for the purpose of electing Directors and transacting such other business as may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day.

2.2 Special Meetings

The Board, the President or the Chief Financial Officer may call special meetings of the shareholders for any purpose. The holders of not less than ten percent (10%) of all the outstanding shares of the Corporation entitled to vote at the meeting, if they date, sign and deliver to the Corporation’s Secretary a written demand for a special meeting describing the purpose(s) for which it is to be held, may call a special shareholders meeting for such stated purpose(s).

2.3 Meetings by Telecommunications

So long as the Corporation has less than fifty (50) shareholders, those shareholders may participate in a meeting of such shareholders by use of any means of communication by which

Page 1

all persons participating may simultaneously hear each other during the meeting. Participation by such means shall be deemed presence in person at the meeting.

2.4 Place of Meeting

All meetings shall be held at the principal office of the Corporation or at such other place as designated by the Board, by any persons entitled to call a meeting hereunder, or in a waiver of notice signed by all of the shareholders entitled to vote at the meeting.

2.5 Notice of Meeting

(a) The Corporation shall cause to be delivered to each shareholder entitled to notice of or to vote at an annual or special shareholders meeting, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting, written notice stating the date, time and place of the meeting and, in the case of a special meeting, the purpose(s) for which the meeting is called.

(b) Notice to a shareholder of an annual or special shareholders meeting shall be in writing. Such notice, if in comprehensible form, is effective (a) when mailed, if it is mailed postpaid and is correctly addressed to the shareholder’s address shown in the Corporation’s then-current record of shareholders, or (b) when received by the shareholder, if it is delivered by telegraph, facsimile transmission or private courier.

(c) If an annual or special shareholders meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment, unless a new record date for the adjourned meeting is or must be fixed under Section 2.6(a) of these Bylaws or the Act.

2.6 Waiver of Notice

(a) Whenever any notice is required to be given to any shareholder under the provisions of these Bylaws, the Articles of Incorporation or the Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, and delivered to the Corporation for inclusion in the minutes for filing with the corporate records, shall be deemed equivalent to the giving of such notice.

(b) The attendance of a shareholder at a shareholders meeting (i) waives objection to lack of, or defect in, notice of such meeting unless the shareholder, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting. (ii) waives consideration of a particular matter that is not within the purpose(s) described in the meeting notice unless the shareholder objects to considering the matter when it is presented at the meeting.

2.7 Fixing of Record Date for Determining Shareholders

(a) For the purpose of determining shareholders entitled to notice of, or to vote at, any shareholders meeting or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other

Page 2

purpose, the Board may fix in advance a date as the record date for any such determination. Such record date shall be not more than seventy (70) days, and in case of a shareholders meeting, not less than ten (10) days, prior to the date on which the particular action requiring such determination is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting, or to receive payment of a dividend, the date on which the notice of meeting is mailed or on which the resolution of the Board declaring such dividend is adopted, as the case may be, shall be the record date for such determination. Such determination shall apply to any adjournment of the meeting, provided such adjournment is not set for a date more than 120 days after the date fixed for the original meeting.

(b) The record date for the determination of shareholders entitled to demand a special shareholders meeting shall be the date the first shareholder signs the demand.

2.8 Shareholders List

(a) After fixing a record date for a shareholders meeting, a complete alphabetical list of the shareholders entitled to notice of such meeting shall be made, arranged by voting group, and within each voting group by class or series, with the address of and number of shares held by each shareholder. Beginning two (2) days after notice of the meeting for which the list was prepared, the list shall be made available upon written demand to any shareholder at any time during normal business hours. The list shall be kept on file at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. Such record shall also be kept open for inspection by any shareholder at such meeting and through any adjournment thereof.

(b) A shareholder may, on written demand, copy the shareholders list at such shareholder’s expense during regular business hours, provided that:

(i) Such shareholder’s demand is made in good faith and for a proper purpose;

(ii) Such shareholder has described with reasonable particularity such shareholder’s purpose in the written demand; and

(iii) The shareholders list is directly connected with such shareholder’s purpose.

2.9 Quorum

A majority of the votes entitled to be cast on a matter at a meeting by a voting group, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter at a shareholders meeting.

2.10 Manner of Acting

(a) If a quorum exists, action on a matter (other than the election of Directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the affirmative vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Act.

Page 3

(b) If a matter is to be voted on by a single group, action on that matter is taken when voted on by that group. If a matter is to be voted on by two or more voting groups, action on that matter is taken only when voted on by each of those voting groups counted separately. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on such matter.

2.11 Proxies

A shareholder may vote by proxy executed in writing by the shareholder or by his, her or its attorney-in-fact. Such proxy shall be effective when received by the Secretary or other Officer or agent authorized to tabulate votes at the meeting. A proxy shall become invalid eleven (11) months after the date of its execution, unless otherwise expressly provided in the proxy.

2.12 Voting of Shares

Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a shareholders meeting.

2.13 Voting for Directors

Each shareholder may vote, in person or by proxy, the number of shares owned by such shareholder that are entitled to vote at an election of Directors, for as many persons as there are Directors to be elected and for whose election such shares have a right to vote. Unless otherwise provided in the Articles of Incorporation, Directors are elected by a plurality of the votes cast by shares entitled to vote in the election at a meeting at which a quorum is present.

2.14 Action by Shareholders Without a Meeting

Any action which could be taken at a shareholders meeting may be taken without a meeting if a written consent setting forth the action so taken is signed by all shareholders entitled to vote with respect to the subject matter thereof. The action shall be effective on the date on which the first signature is placed on the consent, or at such earlier or later time as is set forth therein. Such written consent, which shall have the same force and effect as a unanimous vote of the shareholders, shall be inserted in the minute book as if it were the minutes of a shareholders meeting.

2.15 Voting of Shares by Corporations

2.15.1 Shares Held by Another Corporation

Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such other corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine; provided, however, such shares are not entitled to vote if the Corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of such other corporation.

Page 4

2.15.2 Shares Held by the Corporation

Authorized but unissued shares shall not be voted or counted for determining whether a quorum exists at any meeting or counted in determining the total number of outstanding shares at any given time. Notwithstanding the foregoing, shares of its own stock held by the Corporation in a fiduciary capacity may be counted for purposes of determining whether a quorum exists, and may be voted by the Corporation.

2.16 Acceptance or Rejection of Shareholder Votes, Consents, Waivers and Proxy Appointments

2.16.1 Documents Bearing Name of Shareholders

If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the Secretary or other agent authorized to tabulate votes at the meeting may, if acting in good faith, accept such vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder.

2.16.2 Documents Bearing Name of Third Parties

If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of its shareholder, the Secretary or other agent authorized to tabulate votes at the meeting may nevertheless, if acting in good faith, accept such vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if:

(a) The shareholder is an entity and the name signed purports to be that of an Officer or an agent of the entity;

(b) The name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the Secretary or other agent requests, acceptable evidence of fiduciary status has been presented;

(c) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder, and, if the Secretary or other agent requests, acceptable evidence of this status has been presented;

(d) The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the Secretary or other agent requests, acceptable evidence of the signatory’s authority to sign has been presented; or

(e) Two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.

2.16.3 Rejection of Documents

The Secretary or other agent authorized to tabulate votes at the meeting is entitled to reject a vote, consent, waiver or proxy appointment if such agent, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

Page 5

SECTION 3. BOARD OF DIRECTORS

3.1 General Powers

The business and affairs of the Corporation shall be managed by the Board, except as may be otherwise provided in these Bylaws, the Articles of Incorporation or the Act.

3.2 Number, Tenure and Qualifications

The Board shall consist of no less than three (3) and no more than nine (9) Directors, the specific number to be set by resolution of the Board or the shareholders. The number of Directors may be changed from time to time by amendment to these Bylaws, but no decrease in the number of Directors shall shorten the term of any incumbent Director. The terms of the Directors expire at the next annual shareholders meeting following their election. Despite the expiration of a Director’s term, however, the Director continues to serve until the Director’s successor is elected and qualifies or until there is a decrease in the number of Directors. Directors need not be shareholders of the Corporation or residents of the State of Montana.

3.3 Annual and Regular Meetings

An annual Board meeting shall be held without further notice immediately after and at the same place as the annual shareholders meeting.

By resolution, the Board, or any committee thereof, may specify the time and place for holding regular meetings thereof without other notice than such resolution.

3.4 Special Meetings

Special meetings of the Board or any committee thereof may be called by the Chair of the Board, the President or any three (3) Directors and, in the case of any special meeting of any committee designated by the Board, by the chair thereof. The person or persons authorized to call special meetings may fix any place either within or without the State of Montana as the place for holding any special Board or committee meeting called by them.

3.5 Meetings by Telecommunications

Members of the Board or any committee thereof may participate in a meeting of the Board or of such committee by use of any means of communication by which all persons participating may simultaneously hear each other during the meeting. Participation by such means shall be deemed presence in person at the meeting.

3.6 Notice of Special Meetings

Notice of a special Board or committee meeting stating the date, time and place of the meeting shall be given to each Director in writing or orally by telephone or in person as set forth below. Neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice of such meeting.

Page 6

3.6.1 Personal Delivery

If delivery is by personal service, the notice shall be effective if delivered at such address at least one day before the meeting.

3.6.2 Delivery by Mail

If notice is delivered by mail, the notice shall be deemed effective if deposited in the official government mail at least five days before the meeting properly addressed to a Director at his or her address shown on the records of the Corporation with postage prepaid.

3.6.3 Delivery by Telegraph

If notice is delivered by telegraph, the notice shall be deemed effective if the content thereof is delivered to the telegraph company by such time that the telegraph company guarantees delivery at least one day before the meeting.

3.6.4 Oral Notice

If notice is delivered orally, by telephone or in person, the notice shall be effective if personally given to a Director at least one day before the meeting.

3.6.5 Notice by Facsimile Transmission

If notice is delivered by facsimile transmission, the notice shall be deemed effective if the content thereof is transmitted to the office of a Director, at the facsimile number shown on the records of the Corporation, at least one day before the meeting, and receipt is either confirmed by confirming transmission equipment or acknowledged by the receiving office.

3.6.6 Notice by Private Courier

If notice is delivered by private courier, the notice shall be deemed effective if delivered to the courier, properly addressed and prepaid, by such time that the courier guarantees delivery at least one day before the meeting.

3.7 Waiver of Notice

3.7.1 Written Waiver

Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or the Act, a waiver thereof in writing, executed at any time, specifying the meeting for which notice is waived, signed by the person or persons entitled to such notice, and filed with the minutes or corporate records, shall be deemed equivalent to the giving of such notice.

3.7.2 Waiver by Attendance

The attendance of a Director at a Board or committee meeting shall constitute a waiver of notice of such meeting, unless the Director, at the beginning of the meeting, or promptly upon

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such Director’s arrival, objects to holding the meeting or transacting any business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.8 Quorum

A majority of the number of Directors fixed by or in the manner provided by these Bylaws shall constitute a quorum for the transaction of business at any Board meeting.

3.9 Manner of Acting

The act of the majority of the Directors present at a Board or committee meeting at which there is a quorum shall be the act of the Board or committee, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Act.

3.10 Presumption of Assent

A Director of the Corporation present at a Board or committee meeting at which action on any corporate matter is taken shall be deemed to have assented to the action taken unless such Director objects at the beginning of the meeting, or promptly upon such Director’s arrival, to holding the meeting or transacting business at the meeting; or such Director’s dissent is entered in the minutes of the meeting; or such Director delivers a written notice of dissent or abstention to such action with the presiding Officer of the meeting before the adjournment thereof; or such Director forwards such notice by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. A Director who voted in favor of such action may not thereafter dissent or abstain.

3.11 Action by Board or Committees Without a Meeting

Any action which could be taken at a meeting of the Board or of any committee thereof may be taken without a meeting if a written consent setting forth the action so taken is signed by each Director or by each committee member. The action shall be effective when the last signature is placed on the consent, unless the consent specifies an earlier or later date. Such written consent, which shall have the same effect as a unanimous vote of the Directors or such committee members, shall be inserted in the minute book as if it were the minutes of a Board or committee meeting.

3.12 Resignation

Any Director may resign at any time by delivering written notice to the Chair of the Board, the Board, or to the registered office of the Corporation. Such resignation shall take effect at the time specified in the notice, or if no time is specified, upon delivery. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board.

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3.13 Removal

One or more members of the Board (including the entire Board) may be removed at a shareholders meeting called expressly for that purpose, provided that the notice of such meeting states that the purpose, or one of the purposes, of the meeting is such removal, or by written consent of all of the shareholders. A member of the Board may be removed with or without cause by a vote of the holders of a majority of the shares then entitled to vote on the election of the Director. If a Director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove such Director.

3.14 Vacancies

Any vacancy occurring on the Board, including a vacancy resulting from an increase in the number of Directors, may be filled by the shareholders, by the Board, by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board, or by a sole remaining Director. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office; except that the term of a Director elected by the Board to fill a vacancy expires at the next shareholders meeting at which Directors are elected. If a vacant Directorship is filled by the shareholders and was held by a Director elected by a voting group of shareholders, then only the holders of shares of that voting group are entitled to vote to fill such vacancy. A vacancy that will occur at a specific later date by reason of a resignation effective at such later date or otherwise may be filled before the vacancy occurs, but the new Director may not take office until the vacancy occurs.

3.15 Minutes

The Board shall keep minutes of its meetings and shall cause them to be recorded in books kept for that purpose.

3.16 Executive and Other Committees

3.16.1 Creation of Committees

The Board, by resolution adopted by a majority of the number of Directors fixed in the manner provided by these Bylaws, may appoint standing or temporary committees, including an Executive Committee, from its own number and consisting of no less than two (2) Directors. The Board may invest such committee(s) with such powers as the Board may see fit, subject to such conditions as may be prescribed by the Board, these Bylaws, the Articles of Incorporation and the Act.

3.16.2 Authority of Committees

Each committee shall have and may exercise all of the authority of the Board to the extent provided in the resolution of the Board designating the committee and any subsequent resolutions pertaining thereto and adopted in like manner, except that no such committee shall have the authority to (a) authorize distributions, except as may be permitted by Section 3.16.2(g) of these Bylaws; (b) approve or propose to shareholders actions required by the Act to be approved by shareholders; (c) fill vacancies on the Board or any committee thereof, (d) adopt, amend or repeal these Bylaws; (e) amend the Articles of Incorporation; (f) approve a plan of merger not requiring shareholder approval; or (g) authorize reacquisition of shares, except within

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limits prescribed by the Board; (h) authorize the issuance of or sale or contract for sale of shares or determine the designation and relative rights, preferences and limitations of a class or series of shares.

3.16.3 Quorum and Manner of Acting

A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee.

3.16.4 Minutes of Meetings

All committees so appointed shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose.

3.16.5 Resignation

Any member of any committee may resign at any time by delivering written notice thereof to the Board, the Chair of the Board or the Corporation. Any such resignation shall take effect at the time specified in the notice, or if no time is specified, upon delivery. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board.

3.16.6 Removal

The Board may remove from office any member of any committee elected or appointed by it, but only by the affirmative vote of not less than a majority of the number of Directors fixed by or in the manner provided by these Bylaws.

3.17 Compensation

By Board resolution, Directors and committee members may be paid their expenses, if any, of attendance at each Board or committee meeting, or a fixed sum for attendance at each Board or committee meeting, or a stated salary as Director or a committee member, or a combination of the foregoing. No such payment shall preclude any Director or committee member from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 4. OFFICERS

4.1 Number

The Officers of the Corporation shall be a President and a Secretary, each of whom shall be appointed by the Board. One or more Vice Presidents, a Treasurer and such other Officers and assistant Officers, including a Chair of the Board, may be appointed by the Board; such Officers and assistant Officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any Officer may be assigned by the Board any additional title that the Board deems appropriate. The Board

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may delegate to any Officer or agent the power to appoint any such subordinate Officers or agents and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person.

4.2 Appointment and Term of Office

The Officers of the Corporation shall be appointed annually by the Board at the Board meeting held after the annual shareholders meeting. If the appointment of Officers is not made at such meeting, such appointment shall be made as soon thereafter as a Board meeting conveniently may be held. Unless an Officer dies, resigns, or is removed from office, he or she shall hold office until the next annual meeting of the Board or until his or her successor is appointed.

4.3 Resignation

Any Officer may resign at any time by delivering notice to the Corporation. Any such resignation shall take effect at the time specified in the notice, or if no time is specified, upon delivery. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board.

4.4 Removal

Any Officer or agent appointed by the Board may be removed by the Board, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an Officer or agent shall not of itself create contract rights.

4.5 Vacancies

A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term, or for a new term established by the Board. If a resignation is made effective at a later date, and the Corporation accepts such future effective date, the Board may fill the pending vacancy before the effective date, if the Board provides that the successor does not take office until the effective date.

4.6 Chair of the Board

If appointed, the Chair of the Board shall perform such duties as shall be assigned to him or her by the Board from time to time and shall preside over meetings of the Board and shareholders unless another Officer is appointed or designated by the Board as Chair of such meeting.

4.7 President

The President shall be the chief executive Officer of the Corporation unless some other Officer is so designated by the Board, shall preside over meetings of the Board and shareholders in the absence of a Chair of the Board and, subject to the Board’s control, shall supervise and

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control all of the assets, business and affairs of the Corporation. The President shall have authority to sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other Officer or agent of the Corporation, or are required by law to be otherwise signed or executed by some other Officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are prescribed by the Board from time to time.

4.8 Vice President

In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President first appointed to such office) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Vice Presidents shall have, to the extent authorized by the President or the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts or other instruments. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by the Board.

4.9 Secretary

The Secretary shall (a) prepare and keep the minutes of meetings of the shareholders and the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be responsible for custody of the corporate records and seal of the Corporation; (d) keep registers of the post office address of each shareholder and Director; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary.

4.10 Treasurer

If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and shall keep regular books of account. The Treasurer shall, in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.

4.11 Salaries

The salaries of the Officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No Officer shall be prevented

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from receiving such salary by reason of the fact that he or she is also a Director of the Corporation.

SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1 Contracts

The Board may authorize any Officer or Officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

5.2 Loans to the Corporation

No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

5.3 Loans to Directors

The Corporation shall not lend money to or guarantee the obligation of a Director unless (a) the particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, excluding the votes of the shares owned by or voted under the control of the benefited Director; or (b) the Board determines that the loan or guarantee benefits the Corporation and either approves the specific loan or guarantee or a general plan authorizing the loans and guarantees. The fact that a loan or guarantee is made in violation of this provision shall not affect the borrower’s liability on the loan.

5.4 Checks, Drafts, Etc.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers, or agent or agents, of the Corporation and in such manner as is from time to time determined by resolution of the Board.

5.5 Deposits

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.

SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1 Issuance of Shares

No shares of the Corporation shall be issued unless authorized by the Board, which authorization shall include the maximum number of shares to be issued and the consideration to be received for each share. Before the Corporation issues shares, the Board shall determine that

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the consideration received or to be received for such shares is adequate. Such determination by the Board shall be conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable.

6.2 Escrow for Shares

The Board may authorize the placement in escrow of shares issued for a contract for future services or benefits or a promissory note, or may authorize other arrangements to restrict the transfer of shares, and may authorize the crediting of distributions in respect of such shares against their purchase price, until the services are performed, the note is paid or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the Board may cancel, in whole or in part, such shares placed in escrow or restricted and such distributions credited.

6.3 Certificates for Shares

Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board. At a minimum each certificate of stock shall state:

(i) the name of the Corporation;

(ii) that the Corporation is organized under the laws of the State of Montana;

(iii) the name of the person to whom the certificate is issued; and

(iv) the number and class of shares and designation of the series, if any, the certificate represents.

Such certificates shall be signed by any two of the following Officers: the Chair of the Board, the President, any Vice President, the Treasurer, the Secretary or any Assistant Secretary. Any or all of the signatures on a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar other than the Corporation itself or an employee of the Corporation. All certificates shall be consecutively numbered or otherwise identified.

6.4 Stock Records

The stock transfer books shall be kept at the registered office or principal place of business of the Corporation or at the office of the Corporation’s transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by each such certificate and the date of issue thereof, shall be entered on the stock transfer books of the Corporation. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

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6.5 Restriction on Transfer

6.5.1 Securities Laws

Except to the extent that the Corporation has obtained an opinion of counsel acceptable to the Corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restrictions are not required, all certificates representing shares of the Corporation shall bear conspicuously on the front or back of the certificate a legend or legends describing the restriction or restrictions.

6.5.2 Other Restrictions

In addition, the front or back of all certificates shall include conspicuous written notice of any further restrictions which may be imposed on the transferability of such shares.

6.6 Transfer of Shares

Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation pursuant to authorization or document of transfer made by the holder of record thereof or by his, her or its legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and canceled.

6.7 Lost or Destroyed Certificates

In the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the Corporation as the Board may prescribe.

6.8 Transfer Agent and Registrar

The Board may from time to time appoint one or more Transfer Agents and one. or more Registrars for the shares of the Corporation, with such powers and duties as the Board shall determine by resolution.

6.9 Officer Ceasing to Act

In case any Officer who has signed or whose facsimile signature has been placed upon a stock certificate shall have ceased to be such Officer before such certificate is issued, it may be issued by the Corporation with the same effect as if the signer were such Officer at the date of its issuance.

6.10 Fractional Shares

The Corporation shall not issue certificates for fractional shares.

SECTION 7. BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account, stock transfer books, minutes of the proceedings of its shareholders, Board and Board committees and such other records as may be necessary or advisable.

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SECTION 8. FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year, provided that if a different fiscal year is at any time selected for purposes of federal income taxes, the fiscal year shall be the year so selected.

SECTION 9. SEAL

The seal of the Corporation, if any, shall consist of the name of the Corporation and the state of its incorporation.

SECTION 10. INDEMNIFICATION

10.1 Directors

The Corporation shall indemnify its Directors to the fullest extent not prohibited by law.

10.2 Officers, Employees and Other Agents

The Corporation shall have the power to indemnify its Officers, employees and other agents to the fullest extent not prohibited by law.

10.3 No Presumption of Bad Faith

The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of this Corporation, or, with respect to any criminal proceeding, that the person had reasonable cause to believe that the conduct was unlawful.

10.4 Advances of Expenses

The reasonable expenses incurred by a Director in any proceeding shall be paid by the Corporation in advance at the written request of the Director, if the Director:

(a) Furnishes the Corporation a written affirmation of such person’s good faith belief that such person is entitled to be indemnified by the Corporation; and

(b) Furnishes the Corporation a written undertaking to repay such advance to the extent that it is ultimately determined by a court that such person is not entitled to be indemnified by the Corporation. Such advances shall be made without regard to the person’s ability to repay such expenses and without regard to the person’s ultimate entitlement to indemnification under this Bylaw or otherwise.

10.5 Enforcement

Without the necessity of entering into an express contract, all rights to indemnification and advances under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Corporation and the Director who-

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serves in such capacity at any time while this Bylaw and any other applicable law, if any, are in effect. Any right to indemnification or advances granted by this Bylaw to a Director shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (a) the claim for indemnification or advances is denied, in whole or in part, or (b) no disposition of such claim is made within ninety (90) days of request thereof. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be also paid the expense of prosecuting the claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any proceeding in advance of its final disposition when the required affirmation and undertaking have been tendered to the Corporation) that the claimant has not met the standards of conduct which makes it permissible under the law for the Corporation to indemnify the claimant, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct, nor an actual determination by the Corporation (including its Board, independent legal counsel or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

10.6 Nonexclusivity of Rights

The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of Articles of Incorporation, amendment to this Bylaw, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in the person’s official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its Directors, Officers, employees or agents respecting indemnification and advances to the fullest extent not prohibited by law.

10.7 Survival of Rights

The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a Director, Officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

10.8 Insurance

To the fullest extent not prohibited by law, the Corporation, upon approval by the Board, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

10.9 Amendments to Law

For purposes of this Bylaw, the meaning of “law” within the phrase “to the fullest extent not prohibited by law” shall include, but not be limited to, the Act, as the same exists on the date hereof or as it may be amended; provided, however, that in the case of any such amendment, such amendment shall apply only to the extent that it permits the Corporation to provide broader

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indemnification rights than the Act permitted the Corporation to provide prior to such amendment.

10.10  Savings Clause

If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, the Corporation shall indemnify each Director to the fullest extent permitted by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.

10.11  Certain Definitions

For the purposes of this Section 10, the following definitions shall apply:

(a) The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement and appeal of any threatened, pending or completed action, suit or proceeding, whether brought in the right of the Corporation or otherwise and whether civil, criminal, administrative or investigative, in which the Director may be or may have been involved as a party or otherwise by reason of the fact that the Director is or was a Director of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(b) The term “expenses” shall be broadly construed and shall include, without limitation, all costs, charges and expenses (including fees and disbursements of attorneys, accountants and other experts) actually and reasonably incurred by a Director in connection with any proceeding, all expenses of investigations, judicial or administrative proceedings or appeals, and any expenses of establishing a right to indemnification under these Bylaws, but shall not include amounts paid in settlement, judgments or fines.

(c) “Corporation” shall mean Montana Electric Supply and any successor corporation thereof.

(d) Reference to a “Director,” “Officer,” “employee” or “agent” of the Corporation shall include, without limitation, situations where such person is serving at the request of the Corporation as a Director, Officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(e) References to “other enterprises” shall include employee benefit plans.

(f) References to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan.

(g) References to “serving at the request of the Corporation” shall include any service as a Director, Officer, employee or agent of the Corporation which imposes duties on, or involves services by, such Director, Officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries.

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(h) A person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Bylaw.

SECTION 11. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board at any regular or special meeting of the Board; provided, however, that the shareholders, in amending or repealing a particular Bylaw, may provide expressly that the Board may not amend or repeal that Bylaw. The shareholders may also make, alter, amend and repeal the Bylaws of the Corporation at any annual meeting or at a special meeting called for that purpose. All Bylaws made by the Board may be amended, repealed, altered or modified by the shareholders at any regular or special meeting called for that purpose.

The foregoing Bylaws were adopted by the Board of the Corporation on April         , 2001.

/s/ Jere Kovach
By:	Jere Kovach
Title:	Secretary

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ACTION BY UNANIMOUS WRITTEN CONSENT

OF THE SOLE SHAREHOLDER OF

MONTANA ELECTRIC SUPPLY

April 19, 2001

In accordance with Section 35-1-519 of the Montana Business Corporation Act and the Bylaws of Montana Electric Supply, a Montana corporation (the “Company”), the undersigned, constituting the sole shareholder of the Company, hereby takes the following actions by written consent without a meeting, effective for all purposes as of the date set forth above:

REMOVAL AND APPOINTMENT OF DIRECTORS

RESOLVED, that each of the Directors of the Company serving on the Board of Directors of the Company prior to the date hereof has tendered his resignation and is removed effective immediately.

RESOLVED, FURTHER, that the following persons are elected to serve as Directors of the Company, each for a term expiring on his or her death, resignation or removal or the election of a successor:

Michael T. Munch

A. Allen Tooke

William C. Hockensmit

Douglas Allan

Jere Kovach

William Spoonemore

This Action by Written Consent shall be effective as of the date first set forth above.

WESTERN STATES ELECTRIC, INC.
By:	/s/ Michael T. Munch

Name:	Michael T. Munch
Title:	President

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EX-3.64

Exhibit 3.64

ARTICLES OF INCORPORATION

OF

MONTANA ELECTRIC SUPPLY INC.

I, Bob Despain, an adult under the laws of the State of Wyoming, present these articles for the purpose of forming a corporation under the laws of the State of Wyoming, as contained in the Wyoming Business Corporation Act.

ARTICLE I

NAME

The name of the Corporation shall be: MONTANA ELECTRIC SUPPLY, INC.

ARTICLE II

TERM OF EXISTENCE

The Corporation’s existence shall be perpetual.

ARTICLE III

PURPOSE AND POWERS

The purposes for which the Corporation is organized are as follows;

Section l. Purpose. The corporation shall engage in, conduct, and carry on any lawful business allowed within the State of Wyoming and do all things appropriate for rendering the services required in conjunction therewith and also to exercise any and all of the powers conferred upon Corporations by the laws of the State of Wyoming which now exist or which may be hereafter conferred upon or granted to Corporations by the laws of the State of Wyoming.

Section 2. Investment Powers. Incident to and in furtherance of the purposes in Section 1 above, the Corporation may invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment.

Section 3. Organizational Powers. The Corporation may act as partner, principal, agents, joint venturer, or in any other legal capacity in any transaction permitted under the Wyoming Business Corporation Act.

1

Section 4. General Powers. The Corporation shall have all the powers conferred by the laws of the State of Wyoming upon a corporation formed under those laws, as such laws are now in effect or may at any time hereafter be amended.

Section 5. World-Wide Power. The Corporation is empowered to transact business anywhere in the world, upon qualification with the local laws of the area where the Corporation is doing business.

The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers in each clause stated shall, except where otherwise expressed, be in nowise limited or restricted by any reference to or inference from the terms or provisions of any other clause; but shall be regarded as independent purposes and powers.

ARTICLE IV

STOCK

The corporation is authorized to issue only one class of the total number of 50,000, all of which shall be without par value.

The minimum amount of consideration for its shares to be received by the Corporation before it shall commence business is Five Hundred Dollars ($500.00).

ARTICLE V

PREEMPTIVE RIGHTS

The Corporation may not issue and sell its shares to its officers and employees or the officers or employees of any subsidiary corporation without first offering such shares to its shareholders.

ARTICLE VI

PRINCIPAL OFFICE

The Principal office for the transaction of business of the Corporation shall be in the City of Casper, Wyoming.

2

ARTICLE VII

REGISTERED OFFICE AND AGENT

The Mailing address of the Corporation’s registered office shall be:

Warnick & Blood, P.C.

123 West First Street, Suite 405-24

Casper, WY 82601

Bob Despain is hereby appointed Registered Agent for the Corporation.

ARTICLE VIII

BOARD OF DIRECTORS

The number of directors constituting the initial board of directors shall be three (3), and the names and addresses of the persons who are to serve as directors until the first meeting of shareholders or until their successors are duly elected and qualified are:

Douglas B. Allan	William D. Spoonemore	Jere Kovach
2235 Dallas Drive	4138 Pine Cove	2061 Faye Circle
Billings, MT 59102.	Billings, MT 59102	Billings, MT 59102

The number of directors of the corporation may be fixed by the bylaws but at no time shall the number of directors be less than the lesser of (a) the number of shareholders or (b) three (3).

ARTICLE IX

NAME OF INCORPORATOR

The name and address of the incorporator of the corporation are as follows:

Bob Despain

123 West First Street, Suite 405-24

Casper, WY 82601

The effective date of these Articles of Incorporation shall be the date upon which the certificate of incorporation is issued by the Wyoming Secretary of State.

IN WITNESS WHEREOF, I have hereunto set my hand to verify the authenticity of this document, this 28^th day of August, 1987.

/s/ Bob Despain

Bob Despain

3

STATE of WYOMING	)
	)	ss.
COUNTY OF NATRONA	)

I, a Notary Public, hereby certify that on the 28^th day of August, 1987, personally appeared before me, Bob Despain, being by me first duly sworn, declared that he is the person who signed the foregoing document as incorporator, and that the statements therein contained are true.

WITNESS my hand and official seal.

/s/ Jane Seaman

NOTARY PUBLIC

My commission Expires: 1-22-89

4

EX-3.65

Exhibit 3.65

BYLAWS

OF

MONTANA ELECTRIC SUPPLY INC.

ARTICLE I

NAMES AND OFFICES

Section 1. Name. The name of the corporation shall be: MONTANA ELECTRIC SUPPLY, INC.

Section 2. Principal Office. The principal office of the Corporation shall be located at Casper, Wyoming.

Section 3. Registered Office. The registered office of the Corporation required by law to be maintained in the State of Wyoming may be, but need not be, identical with the principal office of the Corporation.

Section 4. Other Offices. The Corporation may have offices at such other places, either within or without the State Wyoming, as the board of directors determine as the affairs of the Corporation may from time to time require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Place of Meetings. All meetings of shareholders shall be held at the principal office of the Corporation or at such other place, either within or without the state of Wyoming, as shall be designated in the notice of the meeting or agreed upon by a majority of the shareholders entitled to vote thereat.

Section 2. Annual Meetings. The annual meeting of shareholders shall be held at one o’clock (1:00) P.M. on the second Friday in September of each year, if not a legal holiday, but if a legal holiday, then on the next day following not a legal holiday, for the purpose of electing directors of the Corporation and for the transaction of such other business as may be properly brought before the meeting.

Section 3. Substitute Annual Meetings. If the annual meeting shall not be held on the day designated by these Bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article. A meeting so called shall be designated and treated for all other purposes as the annual meeting.

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Section 4. Special Meetings: Special Meetings of shareholders, other than those regulated by Statute, may be called at any time by the President, Secretary, or Board of Directors of the Corporation, or by any shareholder, pursuant to the written request of the holders of not less than one-tenth of the shares entitled to vote at the meeting.

Section 5. Notice. Written or^, printed notice stating the day and hour, place, and purpose or purposes of the meeting shall be delivered not less than ten (10) nor more than fifty (50) days before the date thereof, either personally or by mail, by or at the direction of the President, the Secretary, or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. The shareholder shall be deemed to have received notice when the notice is deposited with the U. S. Postal Service addressed to the Shareholder at his address as it appears on the stock transfer books of the Corporation.

When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. When a meeting is adjourned for less than thirty days in any one adjournment, it is not necessary to give any notice of the adjourned meeting, other than by announcement at the meeting at which the adjournment is taken.

Section 6. Voting Lists. At least ten (10) days before each meeting of shareholders, the secretary of the Corporation shall prepare an alphabetical list of the shareholders entitled to vote at such meetings, with the address and number of shares held by each, which list shall be kept on file at the registered office of the Corporation for a period of ten (10) days prior to such meeting and shall be subject to inspection by any shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or to vote at any shareholder’s meeting.

Section 7. Quorum. The holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum, at meetings of shareholders. If there is no quorum at the opening of a meeting of shareholders, such meeting may be adjourned from time to time by the vote of a majority of the shares voting on the motion to adjourn; any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

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The shareholders at a meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Voting of Shares. Each outstanding share having voting rights shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Except in the election of directors, the vote of a majority of the shares voted on any matter at a meeting of shareholders at which a quorum is present shall be the act of the shareholders on that matter, unless the vote of a greater number is required by law or by the Articles of Incorporation or Bylaws of this Corporation.

A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid after twelve (12) months from the date of its execution, unless otherwise provided in the proxy.

Voting on all matters except the election of directors shall be by voice or by a show of hands, unless the holders of one-tenth of the shares represented at the meeting shall, prior to the voting on any matter, demand a ballot vote on that particular matter.

Section 9. Informal Action by Shareholders. Any action which must or may be taken at a meeting of the shareholders, may be taken without a meeting if a written consent, signed by all the shareholders or the person holding their proxy, which sets forth the action to be taken is filed with the secretary of the corporation to be kept in the corporate minute book.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such, officer, agent, or proxy as the Bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine.

Shares held by an administrator, executor, guardian, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the

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transfer thereof into his name if authority to do so be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the corporation or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

ARTICLE III

DIRECTORS

Section 1. General Powers. The affairs of the Corporation shall be managed by Directors or by such executive committees as the establish pursuant to these Bylaws.

Section 2. Number. The number of directors shall be three (3) whenever the corporation has three or more shareholders. The number of directors of the Corporation shall be equal to the number of shareholders of the Corporation when the Corporation has two or less shareholders. However, no member of the Board of Directors shall be forced to resign if the number of shareholders is reduced during his term. In that case all Directors shall serve until the next annual meeting of the corporation. In the event a Director dies or resigns while the Board consists of a number of directors in excess of the number of shareholders the vacancy so created shall not be filled.

Section 3. Term and Qualifications. Each director shall hold office until his death, resignation, retirement, removal, disqualification or his successor is elected and qualifies. Directors need not be residents of the State of Wyoming or shareholders of the Corporation.

Section 4. Election of Directors. Except as provided in Section 5 of this Article, the directors shall be elected at the annual meeting of shareholders; and those persons who receive the highest number of votes shall been deemed to have been elected. If any shareholder so demands, election of directors shall be by ballot.

Section 5. Cumulative Voting. Every shareholder entitled to vote at an election of directors shall have the right to vote the number of shares standing of record in his name for many persons as there are directors to be elected and for whose election he has a right to vote or to cumulate his vote by giving one candidate as many votes as equals the number of

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directors to be elected multiplied by the number of his shares or by distributing such votes on the same principal among any number of such candidates.

Section 6. Vacancies. A vacancy occurring in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by the sole remaining director; but a vacancy created by an increase in the authorized number of directors shall be filled only by election at an annual meeting or at a special meeting of shareholders called for that purpose. The shareholders may elect a director at any time to fill any vacancy not filled by the directors.

If by reason of death, resignation, or other cause the Corporation should at any time have no directors in or any shareholder or the executor or administrator of a deceased shareholder may call a special meeting of share accordance with the provisions of Bylaws and the Wyoming Business Corporation Act.

Section 7. Chairman. There may be a chairman of Board of Directors elected by the directors from their number at any meeting of the board. The chairman shall preside over all meetings of the Board of Directors and perform such other duties as may be directed by the board.

Section 8. Compensation. The Board of Directors may compensate directors for their services as such and may provide for the payment of all expenses incurred by directors in attending regular and special meetings of the Board.

Section 9. Powers. The Board of Directors may, except as otherwise required by law, exercise all powers and do all such acts and things as may be exercised or done by the corporation, including, without limiting the generality of the foregoing, the power to:

(1) declare dividends from time to time in accordance with law;

(2) purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

(3) borrow money and incur indebtedness for the purposes of the Corporation, and pursuant thereto, to authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;

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(4) remove any officer of the. Corporation with or without cause, and from time to time to delegate the powers and duties of any officer to any other person for the time being;

(5) confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers and agents;

(6) adopt from time to time such insurance, retirement, and any other benefit plans for directors, officers, and agents of the corporation and its subsidiaries as it may determine;

(7) adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, and agents of the corporation and its subsidiaries as it may determine;

(8) adopt from time to time regulations, not inconsistent with these bylaws, for the management of the corporation’s business and affairs;

(9) issue, or cause to be issued, at any time and from time to time, certificates of stock, and to sell and issue shares of its stock upon such terms and conditions as to the Board of Directors of this corporation shall seem desirable and reasonable and as allowed by law.

ARTICLE IV

MEETINGS OF DIRECTORS

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held immediately after the adjournment of and at the same place as the annual meetings of shareholders. In addition, the Board of Directors may provide, by resolution or agreement in writing, the time and place, either within or without the state of Wyoming, for the holding of additional regular meetings.

Section 2. Special Meetings. Special Meetings of the Board of Directors may be called by or at the request of the President or any directors. Such meetings may be held within or without the State of Wyoming. At any meeting at which every director is present, even though without notice, any business may be transacted unless one or more directors are present for the sole purpose of objecting to the transaction of business because the meeting is not lawfully called.

Section 3. Notice of Meetings. Regular meetings of the Board of Directors may be held without notice.

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The person or persons calling a special meeting of the Board of Directors shall, at least two days before the meeting, in person or by mail, give notice to each director of the day and hour, place, and purpose or purposes of such meeting.

Attendance by a director at a meeting shall constitute a waiver of such meeting, except where a director attends a meeting for the express purpose of objecting to the, transaction of any business because the meeting is not lawfully called.

Section 4. Quorum. A majority of the directors constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 5. Manner of Acting. So long as the authorized number of directors is less than three (3), unanimous consent of said directors will be necessary to transact business. When the authorized number of directors is three (3) or more, the following provisions shall apply: 1) the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors; 2) the vote of a majority of the number of directors fixed by these Bylaws shall be required to adopt a resolution constituting an executive committee; and 3) the vote of a majority of the directors then holding office shall be required to adopt, amend, or repeal a Bylaw.

Section 6. Informal Action By Directors. Action majority of the directors without a meeting is board action, if written consent to the action in the directors and filed with the proceedings of the Board, whether done before or taken by a nevertheless question is signed by all minutes of after the action so taken.

Section 7. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and at least one Vice President, as well as such additional

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vice presidents, assistant secretaries, assistant treasurers and other officers as the Board of Directors may from time to time elect,. Any two or more offices, may be held by the same person, except the offices of President and Secretary.

Section 2. Election. The initial officers of the Corporation shall be elected at the organizational meeting of the Board of Directors. Thereafter, except as provided in Section 4, the officers of the Corporation shall be elected by the Board of Directors at its meeting held immediately after the annual meting of shareholders.

Section 3. Term of Officers. Each officer shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies.

Section 4. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the board with or without cause; but such removal shall be without contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 5. Compensation: The compensation of all officers of the corporation shall be fixed by the Board of Directors.

Section 6. President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall supervise and control the management of the Corporation in accordance with these bylaws.

The President shall, when present, preside at all meetings of shareholders and at all meetings of the Board of Directors, unless a Chairman of the Board of Directors has been elected and is present. The President shall sign, with any other proper officer, certificates for shares of the Corporation and any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent; and, in general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 7. Vice Presidents. The vice presidents, in the order of their election, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of that office in addition,

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they shall perform such other duties and have such other powers as the Board of Directors shall prescribe.

Section 8. Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of shareholders and directors; shall give all notices required by law and by these Bylaws; shall have general charge of the corporate books and records and of the corporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it; shall have general charge of the stock transfer hooks of the corporation and shall keep, at the registered or principal office of the Corporation, a record of shareholder, showing the name and address of each shareholder and the number and class of the shares held by each; shall sign such instruments as may require the Secretary’s signature.

The Secretary shall, in general, perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by the President or by Directors.

Section 9. Treasurer. The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors, shall keep full and accurate accounts of the finances of the Corporation in books especially provided for that purpose; and shall cause a true statement of assets and liabilities as of the close of each fiscal year and of the results of its operations and changes in Board of surplus for such fiscal year, all in reasonable detail, to be made and filed at the registered or principal office of the corporation within four months after the end of such fiscal year. The statement so filed shall be kept available for inspection by shareholder for a period of ten years, and the Treasurer a copy of the latest such written request therefore.

The Treasurer shall, in general, perform all. duties incident to that office and such other duties as may be assigned to him from time to time by the President or by the Board of Directors.

Section 10. Assistant Secretaries and Treasurers. The assistant secretaries and assistant treasurers shall, in the absence or disability of the Secretary or Treasurer, respectively, perform the duties and exercise the powers of those offices and they shall, in general, perform such other duties as shall be assigned to them by the secretary or treasurer, respectively, or by the President or the Board of Directors.

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Section 11. Bonds. The Board of Directors may, by resolution, require any and all officers, agents, and employees of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors,.

ARTICLE VI

CONTRACTS, CHECK, LOANS, DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agents or agents, to enter into any contract or execute and deliver any instrument on behalf of the Corporation and such authority may be general or confined to specific instance.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors.

Such authority may be general or confined to specific instances.

Section 3. Checks and Drafts. All checks, drafts, or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the Board of Directors shall direct.

ARTICLE VII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section l. Certificate for Shares. Certificates representing shares of the Corporation shall be issued, in such form as the Board of Directors may determine, to every shareholder for the fully paid shares owned by him. These, certificates shall be signed by the President or any vice-president, and the Secretary, assistant secretary, treasurer, or assistant treasurer. They shall be consecutively numbered or otherwise identified; and the name and address of the persons to whom they are issued, with the number of shares and date of issue shall be entered on the stock transfer books of the Corporation.

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Section 2. Transfer of Shares. Transfer of shares shall be made on the stock transfer books of the Corporation only upon surrender of the certificates for the shares sought to be transferred and accompanied by an assignment in writing on the back of the certificate signed by the record holder thereof or by his duly authorized agent or legal representative. All certificates surrendered for transfer shall be cancelled before new certificates for the transferred shares shall be issued. The person registered on the books of the corporation as the owner of any shares shall be entitled to all rights of ownership with respect to those shares.

Section 3. Closing Transfer Bookstand Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or entitled to receive payment of any dividend or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period, but not to exceed, in any case, fifty days. If the stock transfer shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.

In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such record date in any case to be not more than fifty (50) days and, in case of a meeting of shareholders, not less than ten (10) days immediately preceding the date on which the particular action, requiring such determination of shareholders, is to be taken.

If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

Section 4. Lost Certificates. The Board of Directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the loss or destruction. When authorizing such issuance of a new certificate, the Board may require the claimant to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost

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or destroyed or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such a bond.

ARTICLE VIII

GENERAL PROVISIONS

Section 1. Dividends. The Board of Directors may from time to time declare and the Corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

However, before the payment of any dividend or making distribution of profits, there may be set aside out of the surplus or net profits of the Corporation such sum or sums as the Directors from time to time in their absolute discretion may think proper as working capital or as the reserve fund to meet contingencies, or for equalizing dividends, or for such other purposes as the Directors shall think conducive to the interests of the Corporation. The Directors shall not be required to declare a dividend of the whole of the Corporation’s cumulative profits exceeding the amount so reserved.

Section 2. Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary of the Corporation.

Section 3. Waiver of Notice. Whenever any notice is required to be given to any shareholder or director under the provisions of the Wyoming Business Corporation Act or under the provisions of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 4. Fiscal Year. The first fiscal year of the Corporation shall run from the date of the issuance of the Certificate of incorporation by the Secretary of State of Wyoming to a date to be fixed by resolution of the Board of Directors. Each subsequent fiscal year shall end on the date fixed in said resolution of the Board of Directors unless otherwise ordered by the Board of Directors.

Section 5. Amendments. These Bylaws may be amended or repealed by a vote of a majority of the shares of stock issued and outstanding and entitled to vote at annual or special meetings of the shareholders.

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The foregoing Bylaws of the Corporation were regularly adopted by the Board of Directors at its organizational meeting held on September 11, 1987.

MONTANA ELECTRIC SUPPLY, INC.

/s/ William D. Spooneman

Corporate President

Attest:

/s/ Jere L. Kovach

Corporate Secretary

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EX-3.66

Exhibit 3.66

CERTIFICATE OF FORMATION

OF

PRO VALUE, LLC

1. The name of the limited liability company is PRO VALUE, LLC.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the city of Wilmington, Delaware. The name of the Limited Liability Company’s registered agent for service of process in the State of Delaware at such address is Corporation Service Company.

3. This Certificate of formation shall be effective upon filing with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Pro Value, LLC this 14^th day of June, 2004.

/s/ Glenn A. Adams

Glenn A. Adams, Authorized

Representative of Manager

Certificate of Amendment to Certificate of Formation

Of

                             PRO VALUE, LLC                             

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is PRO VALUE, LLC.

2. The certificate of formation of the limited liability company is hereby amended by striking out Article thereof and by substituting in lieu of said Article the following new Article:

“#1 – the name of the entity is amended to read:

Pro Value, LLC

The effective time of the amendment herein certified shall be November 16, 2004.

Executed on

/s/ Karen K. Pettiford

Karen K. Pettiford, Authorized Person

EX-3.67

Exhibit 3.67

LIMITED LIABILITY COMPANY AGREEMENT

OF

PRO VALUE, LLC

LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Pro Value, LLC, is entered into effective as of the 14th day of June, 2004, by Hughes Supply Shared Services, Inc., as the sole member of the limited liability company (the “Member”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

1. Name. The name of the limited liability company formed hereby is Pro Value, LLC (the “Company”).

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing. Notwithstanding the foregoing, the Company is dedicated to serving the patrons of its Member which operates on a cooperative basis for the mutual benefit of the Member’s shareholders under general cooperative principles and in accordance with the provisions of Subchapter T of the Internal Revenue Code.

3. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19801.

4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, Wilmington, New Castle County, Delaware 19801.

5. Powers of the Company.

(i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power:

(a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any other foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(b) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an “Affiliate”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise;

(d) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

(e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested;

(f) to sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(g) to appoint employees and agents of the Company, and define their duties and fix their compensation;

(h) to indemnify any person or entity and to obtain any and all types of insurance;

(i) to cease its activities and cancel its insurance;

(j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action

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with respect to any lease, contract or security agreement in respect of any assets of the Company;

(k) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(l) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and

(m) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

(ii) The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in Section 18-209(a) of the Act) upon the approval of the Member, in its sole discretion.

6. Tax Status. As a single-member limited liability company, the Company shall adopt “disregarded entity” treatment for federal income tax purposes in the manner required by the Treasury Regulations. As a disregarded entity, the Company shall account to its Member for items of income, gain, loss, deduction, and credit as prescribed by the provisions of the Code governing sole proprietorships.

7. Member. The name and the business, residence or mailing address of the Member of the Company are as follows:

Name:	Address:
Hughes Supply Shared	One Hughes Way
Services, Inc.	Orlando, Florida 32805

8. Powers of Member. The Member shall have the power to exercise any and all rights and powers granted to the Member pursuant to the express terms of this Agreement. Except as otherwise specifically provided by this Agreement or required by the Act, the Managing Member (as hereinafter defined) shall have the power to act for and on behalf of, and to bind, the Company. Glenn A. Adams is hereby designated as an authorized person, with the meaning of the Act, to execute, deliver and file the certificate of formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

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9. Management.

9.1 Management of the Company.

(i) The Member shall be the managing member of the Company (the “Managing Member”) and, in such capacity, shall manage the Company in accordance with this Agreement. The Managing Member is an agent of the Company’s business, and the actions of the Managing Member taken in such capacity and in accordance with this Agreement shall bind the Company.

(ii) The Managing Member shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. The Managing Member shall be the sole person or entity with the power to bind the Company, except and to the extent that such power is expressly delegated to any other person or entity by the Managing Member, and such delegation shall not cause the Managing Member to cease to be the Member or the Managing Member. There shall not be a “manager” (within the meaning of the Act) of the Company.

(iii) The Managing Member may appoint individuals with or without such titles as it may elect, including the titles of President, Vice President, Treasurer, Secretary, and Assistant Secretary, to act on behalf of the Company with such power and authority as the Managing Member may delegate in writing to any such persons.

9.2 Powers of the Managing Member. The Managing Member shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts deemed by the Managing Member to be necessary or appropriate to effectuate the business, purposes and objectives of the Company, at the expense of the Company. Without limiting the generality of the foregoing, the Managing Member shall have the power and authority to:

(i) establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to allocations and distributions;

(ii) bring and defend on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise; and

(iii) execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company, including,

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without limitation, all documents, agreements and instruments related to the making of investments of Company funds.

The expression of any power or authority of the Managing Member in this Agreement shall not in any way limit or exclude any other power or authority of the Managing Member which is not specifically or expressly set forth in this Agreement.

9.3 No Management by Other Persons or Entities. Except and only to the extent expressly delegated by the Managing Member, no person or entity other than the Managing Member and the Member shall be an agent of the Company or have any right, power or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

9.4 Reliance by Third Parties. Any person or entity dealing with the Company or the Managing Member or the Member may rely upon a certificate signed by the Managing Member as to:

(i) the identity of the Managing Member or the Member;

(ii) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Managing Member or the Member or are in any other manner germane to the affairs of the Company;

(iii) the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

(iv) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or the Member.

10. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Historical records of cumulative patronage for the Member’s patrons and former patrons of the Member of Company shall be maintained so they may participate in the final distribution of savings from the Member in the event of that organization’s liquidation or dissolution.

11. Capital Contribution. The Member has contributed the cash and property reflected on Schedule A attached hereto.

12. Additional Contributions. The Member is not required to make any additional capital contribution to the Company.

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13. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member. In order to induce patronage and to assure that the Company will operate on a service-at-cost basis, the Company is obligated to account on a patronage basis to the Member for all amounts received and receivable from the furnishing of services to the Member and its patrons in excess of operating costs and expenses properly chargeable against the type of service furnished. The Company’s earnings shall automatically be included in the consolidated patronage net earnings of Member and subject to distribution as a patronage dividend pursuant to Article VIII of Member’s bylaws.

14. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Managing Member.

15. Assignments. The Member may assign in whole or in part its limited liability company interest.

16. Resignation. The Member may not resign from the Company.

17. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional member of the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have more than one member.

18. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

19. Accounting. The Company acknowledges that all transactions will be processed for the Member’s patrons and the Company shall account to the Member and identify all transactions conducted for the Member’s patrons.

20. Indemnification.

20.1 Exculpation.

(i) For purposes of this Agreement, the term “Covered Persons” means the Member, any Affiliate of the Member and any officers, directors, shareholder, partners or employees of the Member and their respective Affiliates, and any officer, employee or expressly authorized agent of the Company or its Affiliates.

(ii) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person

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by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(iii) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within the professional or expert competence of such person or entity and who or which has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

20.2 Duties and Liabilities of Covered Persons.

(i) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

(ii) Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Covered Persons, or (b) whenever this Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Company or the Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise.

(iii) Whenever in this Agreement a Covered Person is permitted or required to make a decision (a) in its “discretion” or under a grant of similar authority or latitude, the Covered Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in its “good faith” or under another express standard, the Covered Person shall act under such express standard and shall not

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be subject to any other or different standard imposed by this Agreement or other applicable law.

20.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

20.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 18 hereof.

20.5 Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Managing Member shall, in its sole discretion, deem reasonable, on behalf of Covered Persons and such other persons or entities as the Managing Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such person or entity in connection with the activities of the Company or such indemnities, regardless of whether the Company would have the power to indemnify such person or entity against such liability under the provisions of this Agreement. The Managing Member and the Company may enter into indemnity contracts with Covered Persons and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 18 hereof and containing such other procedures regarding indemnification as are appropriate.

21. Outside Business. The Member or Affiliate thereof may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and the Company and the Member shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper. The Member or Affiliate thereof shall not be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could

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be taken by the Company, and the Member or Affiliate thereof shall have the right to take for its own account (individually or as a partner, shareholder, fiduciary or otherwise) or to recommend to others any such particular investment opportunity.

22. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, without regard to the rules of conflict of laws thereof.

IN WITNESS WHEREOF, the undersigned has duly executed this Limited Liability Company Agreement as of the day and year first aforesaid.

Hughes Supply Shared Services, Inc.
By:	/s/ John Z. Paré

Print Name: John Z. Paré

Title: Secretary

9

SCHEDULE A

CASH AND PROPERTY CONTRIBUTED BY

HUGHES SUPPLY SHARED SERVICES, INC.

10

EX-3.68

Exhibit 3.68

ARTICLES OF INCORPORATION

OF

SWP Acquisition, Inc.

*****

FIRST: That the name of the corporation is

SWP Acquisition, Inc.

SECOND: The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THIRD: The name of this corporation’s initial agent for service of process in the State of California is:

C T CORPORATION SYSTEM

FOURTH: This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is one thousand (1,000) of the par value of One Dollar ($1.00) each.

FIFTH: In the event that any authorized but unissued stock is to be issued, or any new class of stock shall be created, or the authorized number of shares of any class shall be increased, or any bonds, notes, debentures, or other securities, convertible into stock, are to be issued, the holders of shares of the corporation, outstanding at the time such authorized but unissued stock, such new class of stock, or such increase is offered for subscription. or such bonds, notes, debentures, or other securities, convertible into stock, are offered for sale, shall have the right to subscribe for the shares of such authorized but unissued stock, the shares of

such new class of stock, the shares of such increased stock, or to buy such bonds, notes, debentures, or other securities, convertible into stock, before the same is offered for public subscription or sale, in proportion to the number of shares owned respectively by each of the holders of such stock.

IN WITNESS WHEREOF, the undersigned has executed these Articles this 4th day of November, 1992.

/s/ V.S. Alfano

V. S. Alfano

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CERTIFICATE OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

OF SOUTHWEST POWER, INC.

Pursuant to the provisions of Chapter 9 of the California General Corporation Law, the undersigned hereby certifies that she is the duly elected and incumbent President and Secretary of SWP Acquisition, Inc., a California corporation (the “Corporation”), and further certifies to the following:

1. The Fourth Article of the Articles of Incorporation of the Corporation shall be amended to read as follows:

“FOURTH: That the total number of shares which this corporation is authorized to issue is twenty-five thousand (25.000) of no par value.

2. The amendment has been approved by the Board of Directors of the Corporation by Consent of the Sole Director dated effective the date hereof.

3. The foregoing amendment of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 1,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

I hereby declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of my own knowledge.

DATE: March 15, 1996.

/s/ Donna P. Furber

Donna P. Furber

President and Secretary

CERTIFICATE OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

OF SWP ACQUISITION, INC.

Pursuant to the provisions of Chapter 9 of the California General Corporation Law, the undersigned hereby certifies that she is the duly elected and incumbent President and Secretary of SWP Acquisition, Inc., a California corporation (the “Corporation”), and further certifies to the following:

1. The First Article of the Articles of Incorporation of the Corporation shall be amended to read as follows:

“FIRST: That the name of the corporation is

Southwest Power, Inc.”

2. The amendment has been approved by the Board of Directors of the Corporation by Consent of the Sole Director dated effective the date hereof.

3. The foregoing amendment of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 1,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

I hereby declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of my own knowledge.

DATE: December 7 , 1992.

/s/ Donna P. Furber

Donna P. Furber

President and Secretary

EX-3.69

Exhibit 3.69

SWP Acquisition, Inc.

* * * * *

BYLAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The principal executive office shall be located in Santa Fe Springs, California.

Section 2. The corporation may also have offices at such other places both within and without the State of California as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be held in the City of Santa Fe Springs, State of California, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of California as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of shareholders for any other purpose may be held at such time and place, within or without the State of California, as shall be stated in the notice of the meeting or in a

duly executed waiver of notice thereof. If no other place is stated or fixed, shareholders’ meetings shall be held at the principal executive office of the corporation.

Section 2. Annual meetings of shareholders, commencing with the year 1993, shall be held on the 1st Tuesday of October if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 A. M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors and transact such other business as may properly be brought before the meeting.

Section 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be given to each shareholder entitled to vote thereat not less than 10 (or, if sent by third-class mail, 30) nor more than 60 days before the date of the meeting. Notice may be sent by third-class mail only if the outstanding shares of the corporation are held of record by 500 or more persons (determined as provided in Section 605 of the California General Corporation Law) on the record date for the shareholders’ meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of California as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the board of directors, or the holders of not less than 10 percent of all the shares entitled to vote at the meeting and if the corporation has a chairman of the board of directors, special meetings of the shareholders may be called by the chairman.

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Section 3. Written or printed notice of a special meeting of shareholders, stating the time, place and purpose or purposes thereof, shall be given to each shareholder entitled to vote thereat not less than 10 (or, if sent by third-class mail, 30) nor more than 60 days before the date fixed for the meeting. Notice may be sent by third-class mail only if the outstanding shares of the corporation are held of record by 500 or more persons (determined as provided in Section 605 of the California General Corporation Law) on the record date for the shareholders’ meeting.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting.

Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented and voting at the meeting (which shares voting affirmatively all) constitute at least a majority of the required quorum), shall be the act of the shareholders unless the vote of a greater number or voting by classes is required by law or the articles of incorporation.

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Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

In all elections for directors, every shareholder entitled to vote shall have the right to vote, in person or by proxy, the number of shares of stock owned by him for as many persons as there are directors to be elected, or, upon satisfaction of the requirements set forth in Section 708(b) of the California General Corporation Law, to cumulate the vote of said shares, and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder’s shares are normally entitled, or to distribute the votes on the same principle among as many candidates as he may see fit. Section 708(b) of the California General Corporation Law provides that no shareholder shall be entitled to cumulate votes for any candidate for the office of director unless such candidates’ names have been placed in nomination prior to the voting and at least one shareholder has given notice at the meeting prior to the voting of his intention to cumulate his votes.

Section 4. Unless otherwise provided in the articles, any action, except election of directors, which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Except to fill a vacancy in the board of directors not filled by the directors, directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors. Any election

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of a director to fill a vacancy (other than a vacancy created by removal) not filled by the directors requires the written consent of a majority of the shares entitled to vote.

ARTICLE V

DIRECTORS

Section 1. The number of directors shall be one (1). Directors need not be residents of the State of California nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

Section 2. Unless otherwise provided in the articles of incorporation, vacancies, except for a vacancy created by the removal of a director, and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify. Unless otherwise provided in the articles of incorporation any vacancy created by the removal of a director shall be filled by the shareholders by the vote of a majority of the shares entitled to vote at a meeting at which a quorum is present. Any vacancies, which may be filled by directors and are not filled by the directors, may be filled by the shareholders by a majority of the shares entitled to vote at a meeting at which a quorum is present.

Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised or done by the shareholders.

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Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of California, at such place or places as they may from time to time determine.

Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of California.

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Special meetings of the board of directors may be called by the president on three (3) days’ notice to each director, either personally or by mail or by telephone or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in

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which case, special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE VII

EXECUTIVE COMMITTEE

Section 1. The board of directors, by resolution adopted by a majority of the number of directors fixed by the bylaws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be

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filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required. The board of directors may designate one or more directors as alternate members of the executive committee. The executive committee shall not have authority: (1) To approve any action which will also require the shareholders’ approval; (2) To fill vacancies on the board or in any committee; (3) To fix the compensation of directors for serving on the board or on any committee; (4) To amend or repeal the bylaws or adopt new bylaws; (5) To amend or repeal any resolution of the board which by its express terms is not so amendable or repealable; (6) To make a distribution to the shareholders except at a rate or in a periodic amount or within a price range determined by the board; or (7) To appoint other committees of the board or the members thereof.

ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the articles of incorporation or of these bylaws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Notice to any shareholder shall be given at the address furnished by such shareholder for the purpose of receiving notice. If such address is not given and if no address appears on the records of the corporation for such shareholder, notice may be given to such shareholder at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which said

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principal executive office is located. If a notice of a shareholders’ meeting is sent by mail it shall be sent by first-class mail, or, in case the corporation has outstanding shares held of record by 500 or more persons (determined as provided in Section 605 of the California General Corporation Law) on the record date for the shareholders’ meeting, notice may be by third-class mail.

Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 1. The officers of the corporation, except those elected in accordance with Section 210 of the California General Corporation Law, shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a chief financial officer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

Section 2. The board of directors, at its first meeting after each annual meeting of shareholders, shall choose a president, one or more vice-presidents, a secretary and a chief financial officer, none of whom need be a member of the board.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

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Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENTS

Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all

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meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE CHIEF FINANCIAL OFFICER

Section 11. The chief financial officer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as chief financial officer and of the financial condition of the corporation.

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Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The chief financial officer is, for the purpose of executing any documents requiring the signature of the “Treasurer,” deemed to be the treasurer of the corporation.

THE ASSISTANT TREASURERS

Section 15. The assistant treasurers, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the chief financial officer, perform the duties and exercise the powers of the chief financial officer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1. Every holder of shares in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the chief financial officer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares and the class or series of shares owned by him in the corporation. If the shares of the corporation are classified or if any class of shares has two or more series, there shall appear on the certificate either (1) a statement of the rights, preferences, privileges and restrictions granted to or imposed upon each class or series of shares to be issued and upon the

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holders thereof; or (2) a summary of such rights, preferences, privileges and restrictions with reference to the provisions of the articles and any certificates of determination establishing the same; or (3) a statement setting forth the office or agency of the corporation from which shareholders may obtain, upon request and without charge, a copy of the statement referred to in item (1) heretofore. Every certificate shall have noted thereon any information required to be set forth by the California General Corporation Law and such information shall be set forth in the manner provided by such law.

Section 2. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person

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entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

CLOSING OF TRANSFER BOOKS

Section 5. In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days prior to the date of such meeting nor more than 60 days prior to any other action.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the board fixes a new record date for the adjourned meeting, but the board shall fix a new record date if the meeting is adjourned for more than 45 days from the date set for the original meeting.

REGISTERED SHAREHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of California.

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ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section l. Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation and the California General Corporation Law.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the date of its incorporation and the words “Corporate Seal, California”. The seal

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may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted (1) at any regular or special meeting of shareholders at which a quorum is present or represented, by the affirmative vote of a majority of the stock entitled to vote, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting, or (b) by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board.

The board of directors shall not make or alter any bylaw specifying a fixed number of directors or the maximum or minimum number of directors and the directors shall not change a fixed board to a variable board or vice versa in the bylaws. The board of directors shall not change a bylaw, if any, which requires a larger proportion of the vote of directors for approval than is required by the California General Corporation Law.

ARTICLE XIII

DIRECTORS’ ANNUAL REPORT

Section 1. The directors shall cause to be sent to the shareholders not later than 120 days after the close of the fiscal year, an annual report which shall include a balance sheet as of the closing date of the last fiscal year, and an income statement of changes in financial position for said fiscal year. Said annual report shall be accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation. This annual report is hereby waived whenever the corporation shall have less

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than 100 shareholders as defined in Section 605 of the California General Corporation Law. Except when said waiver applies, the annual report shall be sent to the shareholder at least 15 (or if sent by third-class mail, 35) days prior to the date of the annual meeting. The annual report may be sent by third-class mail only if the corporation has outstanding shares held by 500 or more persons (as determined by the provisions of Section 605 of the California General Corporation Law) on the record date for the shareholders’ meeting. In addition to the financial statements included in the annual report, the annual report of the corporation, if it has more than 100 shareholders as defined in Section 605 of the California General Corporation Law and if it is not subject to the reporting requirements of Section 13 of the Securities and Exchange Act of 1934, or exempt from such registration by Section 12(g)(2) of said act, shall also describe briefly: (1) Any transaction (excluding compensation of officers and directors) during the previous fiscal year involving an amount in excess of forty thousand dollars ($40,000) (other than contracts let at competitive bids or services rendered at prices regulated by law) to which the corporation or its parent or subsidiary was a party and in which any director or officer of the corporation or of a subsidiary or (if known to the corporation or its parent or subsidiary) any holder of more than 10 percent of the outstanding voting shares of the corporation had a direct or indirect material interest, naming such person and stating such person’s relationship to the corporation, the nature of such person’s interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated; and provided further that no such report need be made in the case of transactions approved by the shareholders under subdivision (a) of Section 310 of the California General Corporation Law. (2) The amount and circumstances of any indemnification or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any officer or director of the corporation pursuant to Section 317 of the California General Corporation Law, provided, that no such report need be made in the case of indemnification approved by the shareholders under paragraph (2) of subdivision (e) of Section 317 of the California General Corporation Law.

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EX-3.70

Exhibit 3.70

CERTIFICATE OF LIMITED PARTNERSHIP

OF

SOUTHWEST STAINLESS, L.P.

This Certificate of Limited Partnership of Southwest Stainless, L.P. (the “Limited Partnership”), is dated as of May 6, 1996, and is being executed by Z&L Acquisition Corp., a Delaware corporation, as sole general partner, to form a limited partnership under the Delaware Revised Uniform Limited Partnership Act.

FIRST: The name of the Limited Partnership formed hereby is Southwest Stainless, L.P.

SECOND: The address of the registered office of the Limited Partnership in the State of Delaware is 1201 Market Street, Suite 1700, County of New Castle, Wilmington, Delaware 19801. The name of the registered agent for service of process at such address is Delaware Incorporators & Registration Service, Inc.

THIRD: The name and the mailing address of the sole general partner of the Limited Partnership is:

Z&L Acquisition Corp.

1403 Foulk Road

Suite 102

Wilmington, Delaware 19803

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership as of May 6, 1996.

Z&L ACQUISITION CORP.
By:	/s/ Gordon W. Stewart
	Gordon W. Stewart
	Secretary

STATE OF DELAWARE

AMENDMENT TO THE CERTIFICATE OF

LIMITED PARTNERSHIP

The undersigned, desiring to amend the Certificate of Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is Southwest Stainless, L.P.

SECOND: Article 3 of the Certificate of Limited Partnership shall be amended as follows:

Hughes GP & Management, Inc.

1403 Foulk Road, Suite 102

Wilmington, DE 19803

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 3^rd day of February, A.D. 2005.

Hughes GP & Management, Inc., - General Partner
By:	/s/ Karen K. Pettiford
Name:	Karen K. Pettiford, Asst. Corp. Secretary
	Print or Type

STATE OF DELAWARE

AMENDMENT TO THE CERTIFICATE OF

LIMITED PARTNERSHIP

The undersigned, desiring to amend the Certificate of Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is Southwest Stainless, L.P.

SECOND: Article 2 of the Certificate of Limited Partnership shall be amended as follows: To change the address of the registered office of the partnership in the State of Delaware to 2711 Centerville Road, Suite 400, Wilmington, DE 19808, and to change the name of the registered agent of the partnership in the State of Delaware at the said address to Corporation Service Company.

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 25^th day of January, A.D. 2005.

By:	/s/ John Z. Paré
	General Partner(s)

Name: John Z. Paré

AMENDMENT TO THE CERTIFICATE OF

LIMITED PARTNERSHIP

OF

SOUTHWEST STAINLESS, L.P.

The undersigned General Partner of Southwest Stainless, L.P., a Delaware limited partnership (the “Limited Partnership”), desiring to amend the Certificate of Limited Partnership of Southwest Stainless, L.P., pursuant to the provisions of Section 17-202 to the Delaware Revised Uniform Limited Partnership Act, does hereby certify as follows:

FIRST: The name of the Limited Partnership is Southwest Stainless, L.P.

SECOND: The Certificate of Limited Partnership shall be amended as follows: The registered office and registered agent therein shall be Delaware Incorporators & Registration Service, Inc., 1201 Market Street, Suite 1700, City of Wilmington, County of New Castle, Delaware 19801.

*    *    *

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 22^nd day of April, 1998.

Z & L Acquisition Corp.
General Partner
By:	/s/ Gordon W. Stewart
	Gordon W. Stewart
	Secretary

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

SOUTHWEST STAINLESS, L.P.

It is hereby certified that:

FIRST: The name of the limited partnership (hereinafter called the “partnership”) is Southwest Stainless, L.P.

SECOND: Pursuant to provisions of Section 17-202, Title 6, Delaware Code, the Certificate of Limited Partnership is amended as follows:

The registered agent and registered office will be changed to:

Corporation Service Company

1013 Centre Road

Wilmington, De. 19805

The undersigned, a general partner of the partnership, executed this Certificate of Amendment on April 28, 1997.

/s/ Jacquel K. Clark

Jacquel K. Clark

Director/Assistant Treasurer

Z & L Acquisition Corp. of Delaware, Inc.

Limited Partner of Southwest Stainless, L.P.

EX-3.71

Exhibit 3.71

AGREEMENT OF LIMITED PARTNERSHIP

OF

SOUTHWEST STAINLESS, L.P.

This Agreement of Limited Partnership of Southwest Stainless, L.P., a Delaware Limited Partnership (this “Agreement”), is entered into by and among Z&L Acquisition Corp., a Delaware corporation, as general partner (the “General Partner”), and Z&L Acquisition Corp. of Delaware, Inc., a Delaware corporation, as limited partner (the “Limited Partner”). The General Partner and the Limited Partner are referred to collectively as the “Partners”, and the terms “General Partner” and “Limited Partner” shall refer also to additional general partners and limited partners, respectively, as may become parties to this Agreement.

The General Partner and the Limited Partner hereby form a limited partnership pursuant to and in accordance with the Delaware Revised Uniform Limited Partnership Act, as amended from time to time (the “Act”), and hereby agree as follows:

1. Name. The name of the limited partnership formed hereby is Southwest Stainless, L.P. (the “Partnership”).

2. Purpose. The Partnership is formed for the object and purpose of engaging in any lawful act or activity for which limited partnerships may be formed under the laws of Delaware.

3. Registered Office. The registered office of the Partnership in the State of Delaware is 1201 Market Street, Suite 1700, Wilmington, County of New Castle, Delaware 19801.

4. Registered Agent. The registered agent of the Partnership at the address of the registered office is Delaware Incorporators & Registration Service, Inc.

5. Partners. The names and mailing addresses of the General Partner and the Limited Partner are as follows:

General Partner

Z&L Acquisition Corp.

1403 Foulk Road

Suite 102

Wilmington, Delaware 19803

Limited Partner

Z&L Acquisition Corp. of Delaware, Inc.

1403 Foulk Road

Suite 102

Wilmington, Delaware 19803

6. Powers. The powers of the General Partner include all powers, statutory and otherwise, possessed by general partners under the laws of the State of Delaware.

7. Dissolution. Partnership shall dissolve, and its affairs shall be wound up, on May 5, 2026 or at such earlier time as (a) all of the partners of the Partnership approve in writing, (b) an event of withdrawal of a general partner has occurred under the Act, or (c) an entry of a decree of judicial dissolution has occurred under Section 17-802 of the Act; provided, however, the Partnership shall not be dissolved or required to be wound up upon an event of withdrawal of a general partner described in Section 7(b) hereof if (i) at` the time of such event of withdrawal, there is at least one (1) other general partner of the Partnership who carries on the business of the Partnership (any remaining general partner being hereby authorized to carry on the business of the Partnership), or (ii) within ninety (90) days after the occurrence of such event of withdrawal, all remaining partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the event of withdrawal, of one (1) or more additional general partners of the Partnership.

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8. Capital Contributions. On or before May 31, 1996, the Partners of the Partnership shall contribute cash and property to the Partnership in the amounts and of the type set forth across from each such partner’s name below:

	Cash/Property
General Partner:
Z&L Acquisition Corp.	All cash and property as identified in Schedule A
Limited Partner:
Z&L Acquisition Corp. of Delaware, Inc.	All cash and property as identified in Schedule B

9. Additional Contributions. No partner of the Partnership is required to make any additional capital contribution to the Partnership.

10. Allocation of Profits and Losses and Distributions. The Partnership’s profits and losses shall be allocated and all distributions made to the Partners of the Partnership based upon the percentage set forth across from each partner’s name below:

General Partner:
Z&L Acquisition Corp.	1 percent
Limited Partner:
Z&L Acquisition Corp. of Delaware, Inc.	99 percent

The Limited Partnership many issue certificates evidencing each Partner’s ownership interest in the Limited Partnership The total capital of the limited partnership shall be represented by 100 limited partnership unfits (“Units”). The Units represented on such certificates shall be proportionate to the relative percentages of profits and losses borne by the respective Partners.

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11. Assignments.

(a) The Limited Partner may assign all or any part of its interest in the Partnership and may withdraw from the Partnership only with the consent of the General Partner.

(b) The General Partner may assign all or part of its partnership interest in the Partnership and may withdraw from the Partnership without the consent of the Limited Partner.

12. Withdrawal. Except to the extent set forth in Section 11, no right is given to any partner of the Partnership to withdraw from the Partnership.

13. Admission of Additional or Substitute Members.

(a) One (1) or more additional or substitute limited partners of the Partnership may be admitted to the Partnership only with the consent of the General Partner.

(b) One (1) or more additional or substitute general partners of the Partnership may be admitted to tax Partnership only with the consent of the General Partner or, in the event of more than one (1) general partner; only with the consent of a majority of the general partners.

14. Status of Limited Partner.

(a) The Limited Partner shall not participate in the management or control of the Partnership’s business, nor shall it transact any business for the Partnership, nor shall it have the power to act for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.

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(b) No Limited Partner shall have any personal liability whatever, whether to the Partnership; to any of the Partners or to the creditors of the Partnership, for the debts of the Partnership or any of its losses except to the extent provided in the Act.

15. Authority of General Partner.

(a) The General Partner shall have exclusive authority to manage and control the business and affairs of the Partnership. Pursuant to the foregoing, the General Partner shall have all of the rights and powers of a general partner as provided in the Act and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. In dealing with the General Partner acting on behalf of the Partnership, no person shall be required to inquire into the authority of such Partner to bind the Partnership.

(b) The General Partner shall devote such time to the Partnership business as it, in its sole discretion, shall deem to be necessary to manage and supervise the Partnership business and affairs; but nothing in this Agreement shall preclude the employment, at the expense of the Partnership, of any agent or third party to manage or provide other services in respect of the Partnership property subject to the control of the General Partner.

(c) Neither the General Partner nor any officer, director or employee of the General Partner shall be liable, responsible, or accountable in damages or otherwise to the Partnership or any Partner for any act or failure to act on behalf of the Partnership within the scope of the authority conferred on the general Partner by this Agreement or by law unless such act or omission was performed or omitted fraudulently or in bad faith or constituted wanton and willful misconduct or gross negligence.

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(d) The Partnership shall indemnify and hold harmless the General Partner, each officer, director and employee of the General Partner, and the agents of each of them (each an “Indemnified Party”), from and against any loss, expense, damage or injury suffered or sustained by such person by reason of any act or omission arising out of his activities on behalf of the Partnership or in furtherance of the interests of the Partnership, including, but not limited to, any judgment, award, settlement, reasonable attorney’s fees, and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or claim and including any payments made by the General Partner to any of its officers, directors or employees pursuant to an indemnification agreement no broader than this section; provided that the act, omission, or alleged act or omission upon which such actual or threatened action, proceeding or claim is base was not performed or omitted fraudulently or in bad faith or as a result of wanton and willful misconduct or gross negligence by such Indemnified Party.

16. Power of Attorney.

(a) The Partners, jointly and severally, hereby irrevocably constitute and appoint the General Partner, with full power of substitution, their true and lawful attorney-in-fact in their name, place and stead to maim, execute, sign and acknowledge, record and file, on behalf of than and on behalf of the Partnership, the following:

(i) a Certificate of Limited Partnership and any other certificates or instruments which may be required to be filed by the Partnership or the Partners under the laws of the State of Delaware and any other jurisdiction whose laws may be applicable; and

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(ii) any and all such other instruments as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement in accordance with its terms.

17. Books of Account, Records and Reports.

(a) Proper and complete records and books of account shall be kept by the General Partner in which shall be entered all matters relative to_. the Partnership’s business as are usually entered into records and books of account maintained by persons engaged in businesses of a like character. The Partnership books and records shall be kept on the accrual basis in accordance with generally accepted accounting principles, consistently applied. The books and records shall be open to the reasonable inspection and examination of the Partners or their duly authorized representatives during reasonable business hours.

(b) No later than 120 days after the end of each fiscal year of the Partnership, which shall be designated by the General Partner, the General Partner shall furnish to the Limited Partner a report of the business and operations of the Partnership during such year, which report shall constitute the accounting of the General Partner for such year. Such report shall contain a ropy of the annul financial statement of the Partnership showing the Partnership’s profit or loss for the year and the allocation thereof among the holders of the limited partnership units. The statement shall have been audited by the Partnership’s independent public accountants and shall otherwise be in such form and have such content as the General Partner deems proper.

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18. Miscellaneous. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

19. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement of Limited Partnership as of the 6th day of May, 1996.

GENERAL PARTNER:
Z&L Acquisition Corp., a Delaware corporation
BY:	/s/ Gordon W. Stewart
	Name:	Gordon W. Stewart
	Title:	President
LIMITED PARTNER:
Z&L Acquisition Corp. of Delaware, Inc., a Delaware corporation
BY:	/s/ Gordon W. Stewart
	Name:	Gordon W. Stewart
	Title:	President

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SCHEDULE A

TO

AGREEMENT OF LIMITED PARTNERSHIP

OF

SOUTHWEST STAINLESS, L.P.

CASH AND PROPERTY

CONTRIBUTED BY GENERAL PARTNER

[See Attached List of Cash and Property Contributed

by Z&L Acquisition Corp.]

[Total Cash and Property Contributed $551,000.00]

Schedule A

Z&L Acquisition Corp.

Cash and Property Contributed to Southwest Stainless, L.P.

General Partner

Value of Property Contributed – Inventory of Beaumont Location	$	550,000
Cash	$	1,000
Total Contributions to Southwest Stainless, L.P.	$	551,000

SCHEDULE B

TO

AGREEMENT OF LIMITED PARTNERSHIP

OF

SOUTHWEST STAINLESS, L.P.

CASH AND PROPERTY

CONTRIBUTED BY LIMITED PARTNER

[See Attached List of Cash and Property Contributed

by Z&L Acquisition Corp. of Delaware, Inc.]

[Total Cash and Property Contributed $35,937,741.00]

Schedule B

Z&L Acquisition Corp. of Delaware, Inc.

Cash and Property Contributed to Southwest Stainless, L.P.

Limited Partner

Cash	$	1,000
Accounts Receivable	$	7,700,000
Inventory	$	27,645,000
Fixed Assets:
Land	$	25,000
Autos & Trucks	$	155,193
Furniture and Fixtures	$	103,697
Office Equipment	$	124,786
Warehouse Equipment	$	849,585
Leasehold Improvements	$	74,265
Buildings	$	76,050
Total Fixed Assets	$	1,408,576
Acc Depreciation	$	816,835
Fixed Assets Net	$	591,741
Total Contributions to Southwest Stainless, L.P.	$	35,937,741

EX-3.72

Exhibit 3.72

CERTIFICATE OF FORMATION

OF

SWS ACQUISITION, LLC

This certificate of formation (“Certificate of Formation”) of SwS Acquisition, LLC (hereinafter referred to as the “Company”) to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101. et seq.), is duly executed and filed by an authorized person (“Authorized Person”) of Delaware Incorporators & Registration Service, LLC, which Authorized Person hereby certifies that:

FIRST: The name of the limited liability company formed hereby is SwS Acquisition, LLC.

SECOND: The registered office of the Company in the State of Delaware is located at Suite 1400, 1007 Orange Street, Wilmington, Delaware 19801.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Delaware Incorporators & Registration Service, LLC, Suite 1400, 1007 Orange Street, Wilmington, Delaware 19801.

The undersigned Authorized Person has executed this Certificate of Formation this 17^th day of December, 2002.

Authorized Person:
DELAWARE INCORPORATORS &
REGISTRATION SERVICE, LLC
By:	/s/ Keith R. Sattesahn
	Keith R. Sattesahn
	Vice President

EX-3.73

Exhibit 3.73

LIMITED LIABILITY COMPANY AGREEMENT OF

SWS ACQUISITION, LLC

A DELAWARE LIMITED LIABILITY COMPANY

Effective as of December 17, 2002

LIMITED LIABILITY COMPANY AGREEMENT

OF SWS ACQUISITION, LLC

This Limited Liability Company Agreement, dated as of December 17, 2002, is by the following party:

L&T of Delaware, Inc., a Delaware corporation, with its sole place of business at 1403 Foulk Road, Suite 102, Foulkstone Plaza, Wilmington, Delaware 19803 (the “Member”).

BACKGROUND

1. On December 17, 2002, Delaware Incorporators & Registration Service, LLC executed, delivered and filed with the Secretary of State of the State of Delaware a certificate of formation (the “Certificate of Formation”) to form SwS Acquisition, LLC, a limited liability company, pursuant to and in accordance with the Delaware Limited Liability Company Act of the State of Delaware, 6 Del.C. §18-101 et seq. (the “LLC Act”). A copy of the Certificate of Formation is attached hereto as Exhibit A.

2. This Agreement governs the internal affairs of ACQUISITION and the conduct of its business.

TERMS AND CONDITIONS

The Member, intending to be legally bound, agrees as follows:

ARTICLE 1  PRELIMINARY MATTERS; MEMBERSHIP

1.1 Effective Date of Agreement and Duration. The effective date of this Agreement (the “Effective Date”) is December 17, 2002. ACQUISITION shall have perpetual duration.

1.2 Registered Agent and Registered Office. The name and address of the registered agent for service of process on ACQUISITION in the State of Delaware is Delaware Incorporators & Registration Service, LLC, Suite 1400, 1007 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of ACQUISITION in the State of Delaware is located at Suite 1400,m 1007 Orange Street, Wilmington, County of New Castle, Delaware 19801.

1.3 Principal Place of Business of ACQUISITION. ACQUISITION’S principal place of business is located at 1403 Foulk Road, Suite 102, Foulkstone Plaza, Wilmington, Delaware 19803. The Board of Managers established by Article 4 of this Agreement may change ACQUISITION’S principal place of business from time to time in such Board of Manager’s sole discretion.

1.4 Purpose. The purpose of ACQUISITION is to engage in any lawful act or activity for which limited liability companies may be formed under the LLC Act.

1.5 Form of Management. ACQUISITION shall be managed by or under the direction of a Board of Managers (each member of the Board of Managers, a “Manager”, and acting as a body, the “Board”), as set forth in Article 4 of this Agreement.

1.6 Limited Liability of Member and Managers. The Member shall not be personally obligated or liable to any third party for any debt, obligation, or liability of ACQUISITION solely by reason of being acting as a member. The Managers shall not be personally obligated or liable, either individually or as the Board, to any third party for any debt, obligation, or liability of ACQUISITION solely by reason of being or acting as Managers.

1.7 Admission of Additional Members. Whether additional members shall be admitted as members of ACQUISITION shall be in the sole discretion of the Member. If, at any time, ACQUISITION has two or more Members, the Members shall with reasonable promptness make all amendments to this Agreement necessary to reflect their agreement concerning the allocation of ACQUISITION’S profits and losses, the allocation of management rights, and other appropriate matters.

1.9 Annual Accounting Period. ACQUISITION’S annual accounting period_. for financial and tax purposes shall end on the Friday closest to the end of January.

1.10 Method of Accounting. ACQUISITION shall use the accrual method of accounting to compute its taxable income.

1.11 Effect of LLC Act. Except as otherwise provided in this Agreement or by law, the business and internal affairs of ACQUISITION shall be governed by the LLC Act, as amended from time to time.

ARTICLE 2  PROTECTION OF LIMITED LIABILITY OF MEMBER AND MANAGERS

The Board shall use its best efforts to protect the limited .liability of the Member and the Managers in their capacities as such. These measurers shall include, but not be limited to, the following:

2.1 Use of Name. The Board shall ensure that the full name “SwS Acquisition, LLC”, including the abbreviation “LLC”, appears in all ACQUISITION stationery, checks, business cards, invoices, advertisements, and other media containing the name of ACQUISITION and likely to be read or heard by third parties.

2.2 Separate Books and Accounts; No Commingling. The Board shall ensure that:

a. The books and accounts of ACQUISITION are maintained separately from those of the Member and the Managers;

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b. The assets of ACQUISITION are not commingled with those of the Member or any of the Managers; and

c. The Member does not borrow money or other assets from ACQUISITION or lend money or other assets to it except on the basis of reasonable documentation and arm’s-length terms.

2.3 Adequate Capitalization. ACQUISITION shall use its best efforts to ensure that its cash and other assets, cash flow, insurance, and other financial resources are sufficient to enable it to meet its reasonably foreseeable liabilities when due.

2.4 Signing of Agreements, etc. In signing any agreement or other document on behalf of ACQUISITION, the Managers and officers shall expressly identify themselves as Managers or officers of ACQUISITION, as the case may be. In dealings with third parties on behalf of ACQUISITION, the Managers and officers shall identify ACQUISITION as the party on whose behalf they are acting and shall identify themselves as Managers or officers of ACQUISITION, as the case may be.

2.5 No Misleading of Third Parties. Each Manager and officer of ACQUISITION shall use his or her best efforts to ensure that no third party is misled into believing that the Member or any Manager or any officer is personally liable for any obligation of ACQUISITION.

ARTICLE 3  LIMITED LIABILITY COMPANY INTEREST; CAPITAL CONTRIBUTIONS; DISTRIBUTIONS OF PROFITS

3.1 Limited Liability Company Interest. The Member shall hold 100% of the Limited Liability Company Interests in ACQUISITION. The Member may take actions at a meeting duly noticed or by written consent. The Member’s Limited Liability Company Interest shall be evidenced by a Certificate of Limited Liability Company Interest.

3.2. Contributions of Cash and Non-cash Property. The Board and the officers of ACQUISITION shall have the authority on behalf of ACQUISITION to accept from the Member contributions of cash and non-cash property. Notwithstanding the foregoing, the Member shall have no duty to make any contributions to ACQUISITION.

3.3 Allocations of Profits and Losses and Allocations of Distributions. Only the Member shall be entitled to allocations of ACQUISITION profits and losses, to allocations of distributions of ACQUISITION profits and other ACQUISITION assets, and to distributions of ACQUISITION profits and other assets. No other person shall have any right to any such allocations or distributions.

ARTICLE 4  MANAGEMENT

4.1 Decision-making. Except to the extent otherwise provided by law or in this Agreement, the business and affairs of ACQUISITION shall be managed by or under the direction of the Board of Managers. The Board shall consist of one or more individuals. The number of Managers shall be determined by the Member or in the

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manner set forth in the bylaws of ACQUISITION; initially, such number shall be three and the Board shall consist of those individuals listed on Schedule 1 hereto. The Member shall appoint Managers, who, shall serve at the pleasure of the Member, for a term established by the Member or as set forth in the bylaws and until such Manager’s successor is appointed or until his or her earlier death, resignation or removal, at any time and with or without cause, by the Member. A Manager may resign upon written notice to the Board. In lieu of meetings of the Board, the Board may act by unanimous written consent

4.2 Bylaws. The Board may adopt bylaws for ACQUISITION that contain any provision, not inconsistent with law or this Agreement, relating to the business and affairs of ACQUISITION.

4.3 Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more Committees, each committee to consist of at least one Manager and which may consist of one or more other natural persons as the Board may determine, who may but need not be a Manager. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management and conduct of the business and affairs of ACQUISITION.

4.4 Officers. The Board may elect such officers as the Board deems necessary or desirable. Such officers shall have such powers, duties and authority as may be set forth by resolution of the Board or pursuant to the bylaws. One or more of the officers may be given the duty of, recording the proceedings of the meetings of the Board in a book to be kept for that purpose. Officers shall hold office at the pleasure of the Board for such terms as are prescribed by the bylaws or by resolution of the Board and until such officer’s successor is elected and qualified or his or her earlier death, resignation or removal.

4.5 Powers. The Board (acting for and on behalf and at the expense of ACQUISITION), in extension and not in limitation of the rights and powers given by the LLC Act, other law or by the other provisions of this Agreement, shall, in its sole discretion, have the full and entire right, power and authority in the management of the business and affairs of ACQUISITION, including the power and right:

4.5.1  To commence or defend litigation with respect to ACQUISITION or any of its assets or liabilities; to compromise, settle, arbitrate, or otherwise adjust claims in favor of or against ACQUISITION and to insure its assets and undertakings and those of the Member against any and all risks.

4.5.2  To make loans and extend credit to ACQUISITION; to borrow money from the Member, any bank, any lending institution, and any other lender for any purpose, and in connection with therewith, issue notes, debentures or any other evidence of indebtedness and pledge, mortgage or otherwise encumber all or any of the assets of ACQUISITION to secure repayment of the borrowed sums; and no bank, lending

4

institution or other lender to which application is made for a loan by ACQUISITION shall be required to inquire as to the purposes for which such loan is sought, and as between ACQUISITION and such bank, lending institution or other lender, it shall be conclusively presumed that the proceeds of such loan are to be and will be used for the purposes authorized under this Agreement; to obtain replacement or refinancing of any indebtedness or security therefor with respect to any property of ACQUISITION, or to repay the same in whole or in part and whether or not a prepayment penalty may be incurred.

4.5.3  To make distributions in kind of property of ACQUISITION to the Member or for other purposes, to appraise (or have appraised) and evaluate the property to be thus distributed; and such appraisals and valuations shall be made by such person or persons as are selected or engaged by the Board or the Member.

4.5.4  To make such elections under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit, and as to all other relevant matters, as the Board, in its sole discretion, deems necessary or desirable.

4.5.5  To do all such acts and things and engage in all such proceedings, and to execute, acknowledge, seal and deliver all documents or instruments, although not specifically mentioned herein, as the Board, in its sole discretion; may deem necessary or desirable to conduct the business of ACQUISITION and to carry out the purposes of ACQUISITION and, in general, to carry on and do all things necessary to conduct the affairs of ACQUISITION with all the powers that an individual may have in dealing with its own affairs.

4.6 Delegation. All powers of Board hereunder may be exercised by it and any or all of such powers may be assigned or delegated by the Board to one or more officers or to any other person, including persons and entities related to or affiliated with the Member.

4.7 Fundamental Transactions. Notwithstanding any other provision of this Agreement, ACQUISITION shall not make or commence any bankruptcy or insolvency filing or proceeding or similar filing or proceeding or be a party to any consolidation, merger or sale of all or substantially all of its assets without the approval of the Member, upon recommendation of the Board of Managers.

4.8 Manager Compensation. The Managers shall be compensated by ACQUISITION for the Managers’ services under this Agreement as the Board shall determine from time to time.

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ARTICLE 5  INTERESTED TRANSACTIONS; INDEMNIFICATION

5.1 Interested Transactions. Managers shall devote such of their time to the business of ACQUISITION as they may, in their sole discretion, deem to be necessary to conduct such business. The Member, any shareholder, officer, director, employee or other person holding a legal or beneficial interest in the Member, any Manager, and any officer of ACQUISITION may engage in or possess an interest in other business ventures of every nature and description, whether or not in competition with the business of ACQUISITION and whether or not such business would constitute an opportunity for ACQUISITION, independently or with others.

5.2 Contracts Between Affiliates. The Member or ACQUISITION may contract with any person related to of affiliated with the Member or ACQUISITION, and ACQUISITION and such affiliate (including any of the directors, officers or employees of such affiliate), their designees and nominees, shall not be liable to ACQUISITION or the Member for damages, losses, liability or expenses of any nature whatsoever resulting from errors in judgment or any acts or omissions, whether or not disclosed, unless caused by willful misconduct.

5.3 Indemnification. ACQUISITION shall indemnify and advance expenses of Indemnifiable Parties to the fullest extent permitted under the laws of the State of Delaware. Such indemnification shall be made solely from the assets of ACQUISITION. For purposes of this Section 6.3, “Indemnifiable Parties” means the Member and its directors and officers, Managers, members of any committee of the Board, and officers of ACQUISITION. ACQUISITION may indemnify other persons and entities to the fullest extent permitted by law.

ARTICLE 6  TRANSFERS AND PLEDGES OF ACQUISITION MEMBERSHIPS AND INTERESTS; PI EDGES

6.1 Transfer of Membership Rights. The Member, in the Member’s sole discretion, may transfer (whether by sale, gift, or otherwise) all or any part of the Member’s Membership interests in ACQUISITION, rights, including economic and non-economic rights, to any person at any time. The Member may make any such transfer under any terms and conditions that the Member deems appropriate.

ARTICLE 7  ACQUISITION BOOKS. OF ACCOUNTS, REPORTS, ETC.

ACQUISITION shall maintain on a current basis accurate books of account in accordance with financial standards normally applied to business formations generally similar to ACQUISITION in size and business activities.

ARTICLE 8  DISSOLUTION

8.1 Definitions. For purposes of this Agreement:

a. Dissolution. The dissolution of ACQUISITION means the cessation of its normal business activities and the beginning of the process of winding it up and liquidating it.

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b. Winding Up. The winding up of ACQUISITION means the process of concluding its existing business activities and internal affairs and preparing for its liquidation.

c. Liquidation. The liquidation of ACQUISITION means the_. sale or other disposition of its assets and the distribution of its assets (or the distribution of the proceeds of the sale or other disposition of its assets) to its creditors and to the members.

8.2 Dissolution of ACQUISITION. The Member in the Member’s sole and absolute discretion may determine whether and when to dissolve ACQUISITION. ACQUISITION shall be dissolved immediately upon the Member’s decision to dissolve it.

8.3 Winding Up and Liquidation. Promptly upon dissolution of ACQUISITION, the Board shall wind up its business and internal affairs, shall liquidate it, and shall distribute its as to the Member and to creditors as required by LLC Act.

8.4 Satisfaction of Debts. In connection with the winding-up of ACQUISITION, the Board shall take all appropriate measures:

a. To comply with applicable federal and state tax laws and other laws relating to entity dissolutions; and

b. To bar known and unknown claims against ACQUISITION to the extent possible under the laws of the State of Delaware.

ARTICLE 9  MISCELLANEOUS PROVISIONS

9.1 Entire Agreement. This Agreement contains the complete agreement between the parties concerning its subject matter, and it replaces all earlier agreements between them, whether written or oral, concerning its subject matter.

9.2 Amendments. No amendment of this Agreement or of the Certificate of Formation shall be valid unless set forth in a writing signed by both parties.

9.3 Notices. All notices under this Agreement shall be in writing. They shall be sent by fax or by certified U.S. mail, return receipt requested. Notices shall be deemed to have been received when actually received.

9.4 Governing law. This Agreement shall be governed exclusively by the laws of the State of Delaware (without regard to its laws relating to conflict of laws).

9.5 Captions. Captions in this Agreement are for convenience only and shall be deemed irrelevant in construing its provisions.

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9.6 Miscellaneous Definitions. The terms “including” and “includes” mean a partial definition. The term “person” means a natural person and any kind of entity.

*    *    *

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In witness of their acceptance of the above terms and conditions, the Member, by its duly authorized representative, has signed and dated this Agreement as follows:

MEMBER:
L&T OF DELAWARE, INC.
By:	/s/ Gordon W. Stewart
	Gordon W. Stewart President

Dated: as of December 23, 2002 to be effective as of December 17, 2002

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EXHIBIT A

TO LIMITED LIABILITY AGREEMENT

OF SWS ACQUISITION, LLC

Certificate of Formation

[See Attached]

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EX-3.74

Exhibit 3.74

CERTIFICATE OF FORMATION

OF

SWS FUNDING, LLC

This certificate of formation (“Certificate of Formation”) of SwS Funding, LLC (hereinafter referred to as the “Company”), to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), is duly executed and filed by an authorized person (“Authorized Person”) of Delaware Incorporators & Registration Service, LLC, which authorized Person hereby certifies that:

FIRST: The name of the limited liability company formed hereby is SwS Funding, LLC.

SECOND: The registered office of the Company in the State of Delaware is located at Suite 1400, 1007 Orange Street, Wilmington, Delaware 19801.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Delaware Incorporators & Registration Service, LLC, Suite 1400, 1007 Orange Street, Wilmington, Delaware 19801.

*    *    *

The undersigned Authorized Person has executed this Certificate of Formation this 17^th day of December, 2002.

Authorized Person:
DELAWARE INCORPORATORS & REGISTRATION SERVICE, LLC
By:	/s/ Keith R. Sattesahn
	Keith R. Sattesahn
	Vice President

CERTIFICATE OF MERGER

OF

SWS FUNDING, LLC

a Delaware limited liability company

WITH AND INTO

SWS FUNDING, LLC,

a Delaware limited liability company

Pursuant to Section 18-209(c) of the Limited Liability Company Act of the State of Delaware, SwS Funding, LLC, a Delaware limited liability company, hereby certifies that:

1. The constituent corporations of the merger effected hereby (the “Merger”) are SwS Funding, LLC, a Delaware limited liability company (“Funding”), and SwS Holdings, LLC, a Delaware limited liability company (“Holdings”).

2. A Plan and Agreement of Merger (the “Agreement”) has been approved and executed by Funding and Holdings in accordance with the provisions of Section 18-209(c) of the Limited Liability Company Act of the State of Delaware.

3. Funding shall be the surviving limited liability company of the Merger.

4. The future effective time of the merger shall be 5:00 p.m. Eastern Time, December 31, 2002.

5. The Agreement is on file at the office of Funding, which is located is located at 1403 Foulk Road, Suite 102, Foulkstone Plaza, Wilmington, County of New Castle, Delaware 19803.

6. A copy of the Agreement will be furnished by Funding, on request and without cost, to any member of Holding or Funding.

SwS Funding, LLC, a Delaware limited liability company, has caused this Certificate of Merger to be executed by its duly authorized officer as of the 31^st day of December, 2002.

SWS FUNDING, LLC
A Delaware limited liability company
By:	/s/ Gordon W. Stewart
	Gordon W. Stewart
	President

EX-3.75

Exhibit 3.75

LIMITED LIABILITY COMPANY AGREEMENT

OF SWS FUNDING, LLC

This Limited Liability Company Agreement, dated as of December 17, 2002, is by the following party:

L&T of Delaware, Inc., a Delaware corporation, with its sole place of business at 1403 Foulk Road, Suite 102, Foulkstone_. Plaza, Wilmington, Delaware 19803 (the “Member”).

BACKGROUND

1. On December 17, 2002, Delaware Incorporators & Registration Service, LLC, executed, delivered and filed with the Secretary of State of the State of Delaware a certificate of formation (the “Certificate of Formation”) to form SwS Funding, LLC, a limited liability company, pursuant to and in accordance with the Delaware Limited Liability Company Act of the State of Delaware 6, Del.C. §18-101 et seq. (the “LLC Act”). A copy of the Certificate of Formation is attached hereto as Exhibit A.

2. This Agreement governs the internal affairs of FUNDING and the conduct of its business.

TERMS AND CONDITIONS

The Member, intending to be legally bound, agrees as follows:

ARTICLE 1  PRELIMINARY MATTERS; MEMBERSHIP

1.1 Effective Date of Agreement and Duration. The effective date of this Agreement (the “Effective Date”) is December 17, 2002. FUNDING shall have perpetual duration.

1.2 Registered Agent and Registered Office. The name and address of the registered agent for service of process on FUNDING in the State of Delaware is Delaware Incorporators & Registration Service, LLC, Suite 1400, 1007 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of FUNDING in the State of Delaware is located at Suite 1400, 1007 Orange Street, Wilmington, County of New Castle, Delaware 19801.

1.3. Principal place of business of FUNDING. FUNDING’S principal place of business is located at 1403, Foulk Road, Suite 102, Foulkstone Plaza, Wilmington, Delaware 19803. The Board of Managers established by Article 4 of this Agreement may change FUNDING’S principal place of business from time to time in such Board of Manager’s sole discretion.

1.4 Purpose. The purpose of FUNDING is to engage in any lawful act or activity for which limited liability companies may be formed under the LLC Act.

1.5 Form of Management. FUNDING shall be managed by_. or under the direction of a Board of Managers (each member of the Board of Managers, a “Manager”, and acting as a body, the “Board”), as set forth in Article 4 of this Agreement.

1.6 Limited Liability of Member and Managers. The Member shall not be personally obligated or liable to any third party for any debt, obligation, or liability of FUNDING solely by reason of being or acting as a member. The Managers shall not be personally obligated or liable, either individually or as the Board, to any third party for any debt, obligation, or liability of FUNDING solely by reason of being or acting as Managers.

1.7 Admission of Additional Members. Whether additional members shall be admitted as members of FUNDING shall be in the sole discretion of the Member. If, at any time, FUNDING has two or more Members, the Members shall with reasonable promptness make all amendments to this Agreement necessary to reflect their agreement concerning the allocation of FUNDING’S profits and losses, the allocation of management rights, and other appropriate matters.

1.9 Annual Accounting Period. FUNDING’S annual accounting period for financial and tax purposes shall end on the Friday closest to the end of January.

1.10 Method of Accounting. FUNDING shall use the accrual method of accounting to compute its taxable income.

1.11 Effect of LLC Act. Except as otherwise provided in this Agreement or by law, the business and internal affairs of FUNDING shall be governed by the LLC Act, as amended from time to time.

ARTICLE 2  PROTECTION OF LIMITED LIABILITY OF MEMBER AND MANAGERS

The Board shall use its best efforts to protect the limited liability of the Member and the Managers in their capacities as such. These measures shall include, but not be limited to, the following:

2.1 Use of Name. The Board shall ensure that the full name “SwS Funding, LLC”, including the abbreviation “LLC”, appears in all FUNDING stationery, checks, business cards, invoices, advertisements, and other media containing the name of FUNDING and likely to be read or heard by third parties.

2.2 Separate Books and Accounts; No Commingling. The Board shall ensure that:

a. The books and accounts of FUNDING are maintained separately from those of the Member and the Managers;

b. The assets of FUNDING are not commingled with those of the Member or any of the Managers; and

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c. The Member does not borrow money or other assets from FUNDING or lend money or other assets to it except on the_. basis of reasonable documentation and arm’s-length terms.

2.3 Adequate Capitalization. FUNDING shall use its best efforts to ensure that its cash and other assets, cash flow, insurance, and other financial resources are sufficient to enable it to meet its reasonably foreseeable liabilities when due.

2.4 Signing of Agreements, etc. In signing any agreement or other document on behalf of FUNDING, the Managers and officers shall expressly identify themselves as Managers or officers of FUNDING, as the case may be. In dealings with third parties on behalf of FUNDING, the Managers and officers shall identify FUNDING as the party on whose behalf they are acting and shall identify themselves as Managers or officers of FUNDING, as the case many be.

2.5 No Misleading of Third Parties. Each Manager and officer of FUNDING shall use his or her best efforts to ensure that no third party is misled into believing that the Member or any Manager or any officer is personally liable for any obligation of FUNDING.

ARTICLE 3  LIMITED LIABILITY COMPANY INTEREST; CAPITAL CONTRIBUTIONS; DISTRIBUTIONS OF PROFITS

3.1 Limited Liability Company Interest. Upon execution of this Agreement, FUNDING shall automatically issue to the Member 100% of the Limited Liability Company Interests in FUNDING. The Member’s Limited Liability Company Interest shall be evidenced by a Certificate of Limited Liability Company Interest. The Member may take actions at a meeting duly noticed or by written consent.

3.2 Contributions of Cash and Non-cash Property. The Board and the officers of FUNDING shall have the authority on behalf of FUNDING to accept from the Member contributions of cash and non-cash property. Notwithstanding the foregoing, the Member shall have no duty to make any contributions to FUNDING.

3.3 Allocations of Profits and Losses and Allocations of Distributions. Only the Member shall be entitled to allocations of FUNDING profits and losses, to allocations of distributions of FUNDING profits and other FUNDING assets, and to distributions of FUNDING profits and other assets. No other person shall have any right to any such allocations or distributions.

ARTICLE 4  MANAGEMENT

4.1 Decision-making. Except to the extent otherwise provided by law or in this Agreement, the business and affairs of FUNDING shall be managed by or under the direction of the Board of Managers. The Board shall consist of one or more individuals. The number of Managers of the Board shall be determined by the Member or in the manner set forth in the bylaws of FUNDING; initially, such number shall be three and the Board shall consist of those individuals listed on Schedule 1 hereto. The Member shall appoint Managers, who shall serve at the pleasure of the Member, for a term established by the Member or as set

3

forth in the bylaws and until such Manager’s successor is appointed or until his or her earlier death, resignation or removal, at any time and with or without cause, by the Member. A Manager may resign upon written notice to the Board. In lieu of meetings of the Board, the Board may action by unanimous written consent.

4.2 Bylaws. The Board may adopt bylaws for FUNDING that contain any_. provision, not inconsistent with law or this Agreement, relating to the business and affairs of FUNDING.

4.3 Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of at least one Manager of the Board and which may consist of one or more other natural persons as the Board may determine, who may but need not be a Manager. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management and conduct of the business and affairs of FUNDING.

4.4 Officers. The Board may elect such officers as the Board deems necessary or desirable. Such officers shall have such powers, duties and authority as may be set forth by resolution of the Board or pursuant to the bylaws. One or more of the officers may be given the duty of recording the proceedings of the meetings of the Board in a book to be kept for that purpose. Officers shall hold office at the pleasure of the Board for such terms as are prescribed by the bylaws or by resolution of the Board and until such officer’s successor is elected and qualified or his or her earlier death, resignation or removal.

4.5 Powers. The Board (acting for and on behalf and at the expense of FUNDING), in extension and not in limitation of the rights and powers given by the LLC Act, other law or by the other provisions of this Agreement, shall, in its sole discretion, have the full and entire right, power and authority in the management of the business and affairs of FUNDING, including the power and right:

4.5.1 To commence or defend litigation with respect to FUNDING or any of its assets or liabilities; to compromise, settle, arbitrate, or otherwise adjust claims in favor of or against FUNDING and to insure its assets and undertakings and those of the Member against any and all risks.

4.5.2 To make loans and extend credit to FUNDING; to borrow money from the Member, any bank, any lending institution, and any other lender for any purpose, and in connection with therewith, issue notes, debentures or any other evidence of indebtedness and pledge, mortgage or otherwise encumber all or any of the assets of FUNDING to secure repayment of the borrowed sums; and no bank, lending institution or other lender to which application is made for a loan by FUNDING shall be required to inquire as to the purposes for which such loan is sought, and as between FUNDING and such bank, lending institution or other lender, it shall be conclusively presumed that the proceeds of such loan are to be and will be used for the purposes authorized under this Agreement; to obtain replacement or refinancing of any indebtedness or security therefor with respect to any property of FUNDING, or to repay the same in whole or in part and whether or not a prepayment penalty may be incurred.

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4.5.3 To make distributions in kind of property of FUNDING to the Member or for other purposes, to appraise (or have appraised) and evaluate the property to be thus distributed; and such appraisals and valuations shall be made by such person or persons as are selected or engaged by the Board or the Member.

4.5.4 To make such elections under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit, and as to all other relevant matters, as the Board, in its sole discretion, deems necessary or desirable.

4.5.5 To do all such acts and things and engage in all such proceedings, and to execute, acknowledge, seal and deliver all documents or instruments, although not specifically mentioned herein, as the Board, in its sole discretion, may deem necessary or desirable to conduct the business of FUNDING and to carry out the purposes of FUNDING and, in general, to carry on and do all things necessary to conduct the affairs of FUNDING with all the powers that an that an individual may have in dealing with its own affairs.

4.6 Delegation. All powers of Board hereunder may be exercised by it and any or all of such powers may be assigned or delegated by the Board to one or more officers or to any other person, including persons and entities related to or affiliated with the Member.

4.7 Fundamental Transactions. Notwithstanding any other provision of this Agreement, FUNDING shall not make or commence any bankruptcy or insolvency filing or proceeding or similar filing or proceeding or be a party to any consolidation, merger or sale of all or substantially all of its assets without the approval of the Member, upon recommendation of the Board of Managers.

4.8 Manager Compensation. The Managers shall be compensated by FUNDING for the Managers’ services under this Agreement as the Board shall determine from time to time.

ARTICLE 5  INTERESTED TRANSACTIONS; INDEMNIFICATION

5.1 Interested Transactions. Managers shall devote such of their time to the business of FUNDING as they may, in their sole discretion, deem to be necessary to conduct such business. The Member, any shareholder, officer, director, employee or other person holding a legal or beneficial interest in the Member, any Manager, and any officer of FUNDING may engage in or possess an interest in other business ventures of every nature and description, whether or not in competition with the business of FUNDING and whether or not such business would constitute an opportunity for FUNDING, independently or with others.

5.2 Contracts Between Affiliates. The Member or FUNDING may contract with any person related to or affiliated with the Member or FUNDING, and FUNDING and such affiliate (including any of the directors, officers or employees of such affiliate), their designees and nominees, shall not be liable to FUNDING or the Member for damages, losses, liability or expenses of any nature whatsoever resulting from errors in judgment or any acts or omissions, whether or not disclosed, unless caused by willful misconduct.

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5.3 Indemnification. FUNDING shall indemnify and advance expenses of Indemnifiable Parties to the fullest extent permitted under the laws of the State of Delaware. Such indemnification shall be made solely from the assets of FUNDING. For purposes of this Section 6.3, “Indemnifiable Parties” means the Member and its directors and officers, Managers, members of any committee of the Board, and officers of FUNDING. FUNDING may indemnify other persons and entities to the fullest extent permitted by law.

ARTICLE 6  TRANSFERS AND PLEDGES OF FUNDING MEMBERSHIPS AND INTERESTS; PLEDGES

6.1 Transfer of Membership Rights. The Member, in the Member’s sole discretion, may transfer (whether by sale, gift, or otherwise) all or any part of the Member’s Membership Interests in FUNDING, including economic and non-economic rights, to any person at any time. The Member may make any such transfer under any terms and conditions that the Member deems appropriate.

ARTICLE 7  FUNDING BOOKS OF ACCOUNTS, REPORTS, ETC.

FUNDING shall maintain on a current basis accurate books of account in accordance with financial standards normally applied to business formations generally similar to FUNDING in size and business activities.

ARTICLE 8  DISSOLUTION

8.1 Definitions. For purposes of this Agreement:

a. Dissolution. The dissolution of FUNDING means the cessation of its normal business activities and the beginning of the process of winding it up and liquidating it.

b. Winding Up. The winding up of FUNDING means the process of concluding its existing business activities and internal affairs and preparing for its liquidation.

c. Liquidation. The liquidation of FUNDING means the sale or other disposition of its assets and the distribution of its assets (or the distribution of the proceeds of the sale or other disposition of its assets) to its creditors and to the members.

8.2 Dissolution of FUNDING. The Member in the Member’s sole and absolute discretion may determine whether and when to dissolve FUNDING. FUNDING shall be dissolved immediately upon the Member’s decision to dissolve it.

8.3 Winding Up and Liquidation. Promptly upon dissolution of FUNDING, the Board shall wind up its business and internal affairs, shall liquidate it, and shall distribute its assets to the Member and to creditors as required by LLC Act.

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8.4 Satisfaction of Debts. In connection with the winding-up of FUNDING, the Board shall take all appropriate measures.

a. To comply with applicable federal and state tax laws and other laws relating to entity dissolutions; and

b. To bar known and unknown claims against FUNDING to the extent possible under the laws of the State of Delaware.

ARTICLE 9  MISCELLANEOUS PROVISIONS

9.1 Entire agreement. This Agreement contains the complete agreement between the parties concerning its subject matter, and it replaces all earlier agreements between them, whether written or oral, concerning its subject matter.

9.2 Amendments. No amendment of this Agreement or of the Certificate of Formation shall be valid unless set forth in a writing signed by both parties.

9.3 Notices. All notices under this Agreement shall be in writing. They shall be sent by fax or by certified U.S. snail, return receipt requested. Notices shall be deemed to have been received when actually received.

9.4 Governing law. This Agreement shall be governed exclusively by the laws of the State of Delaware (without regard to its laws relating to conflict of laws).

9.5 Captions. Captions in this Agreement are for convenience only and shall be deemed irrelevant in construing its provisions.

9.6 Miscellaneous Definitions. The terms “including” and “includes” mean a partial definition. The term “person” means a natural person and any kind of entity.

In witness of their acceptance of the above terms and conditions, the Member, by its duly authorized representative, has signed and dated this Agreement as follows:

MEMBER:

L&T OF DELAWARE, INC.
By:	/s/ Gordon W. Stewart
	Gordon W. Stewart
	President

Dated: as of December 23, 2002 to be effective as of December 17, 2002

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EX-3.76

Exhibit 3.76

	Mail to: Secretary of State Corporations Section 1580 Broadway, Suite 200 Denver, CO 80202 (303) 894-2251 Fax (303) 894-2242	For office use only
MUST BE TYPED FILING FEE: $10.00 MUST SUBMIT TWO COPIES
Please include a typed self-addressed envelope	ARTICLES OF ORGANIZATION

I/We the undersigned natural person(s) of the age of eighteen years or more, acting as organizer(s) of a limited liability company under the Colorado Limited Liability Company Act, adopt the following Articles of Organization for such limited liability company:

FIRST:	The name of the limited liability company is: Utility Products Supply Company, LLC
SECOND:	Principal place of business (if known): 9151 S.E. McBrod, Portland, OR 97222
THIRD:	The street address of the initial registered office of the limited liability company is: 1560 Broadway Street Suite 2090, Denver, CO 80202
	The mailing address (if different from above ) of the initial registered office of the limited liability company is:
	The name of its proposed registered agent in Colorado at that address is: CSC, The United States Corporation Company
FOURTH:	x The management is vested in managers (check if appropriate)
FIFTH:	The names and business addresses of the initial manager or managers or if the management is vested in the members, rather than managers, the names and addresses of the member or members are:

NAME		ADDRESS (include zip codes)
William C. Hockensmith		9151 S.E. McBrod, Portland, OR 97222
SIXTH: The name and address of each organizer is:
NAME		ADDRESS (include zip codes)
Michael S. Gadd		Perkins Coie LLP
		1211 S.W. Fifth Avenue, Suite 1500
		Portland, OR 97204
Signed	/s/ Michael S. Gadd	Signed
	Organizer		Organizer

EX-3.77

Exhibit 3.77

OPERATIVE AGREEMENT

OF

UTILITY PRODUCTS SUPPLY COMPANY, LLC

A Colorado Limited Liability Company

Dated Effective as of August 8, 2001

OPERATING AGREEMENT

OF

UTILITY PRODUCTS SUPPLY COMPANY, LLC

This Operating Agreement (this “Agreement”) is entered into as of August 8, 2001, by and among the Members executing this Agreement, and such other Persons as may hereafter be admitted as Members in accordance with this Agreement. The initial Members are Western States Electric, Inc., an Oregon corporation (“Western States”) and Southwest Power, Inc., a California corporation (“Southwest Power”) and their addresses and respective Capital Contributions are as stated in Exhibit A attached to this Agreement.

Recitals

A. Utility Products Supply Company, LLC was formed as a Colorado limited liability company by filing Articles of Organization with the Colorado Secretary of State on August 8, 2001.

B. The parties have agreed to organize and operate a limited liability company in accordance with the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE. for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge, the parties, intending legally to be bound, agree as follows:

Section I Defined Terms

The following capitalized terms shall have the meanings specified in this Section I. Other terms are defined in the text of this Agreement; and, throughout this Agreement, those terms shall have the meanings respectively ascribed to them.

“Act” means the Colorado Limited Liability Company Act, as amended from time to time.

“Adjusted Capital Account Deficit” means, with respect to any Interest Holder, the deficit balance, if any, in the Interest Holder’s Capital Account as of the end of the relevant taxable year, after giving effect to the following adjustments:

(i) the deficit shall be decreased by the amounts which the Interest Holder is obligated to restore pursuant to Section 4, or is deemed obligated to restore pursuant to Regulation Sections 1.704-1(g)(i) and (1)(5) (i.e., the Interest Holder’s Share of Minimum Gain and Member Minimum Gain); and

(ii) the deficit shall be increased by the items described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

“Affiliate” means, with respect to any Member, any Person: (i) which owns directly or indirectly more than 50% of the voting interests in the Member, or (ii) in which the Member

owns directly or indirectly more than 50% of the voting interests, or (iii) in which more than 50% of the voting interests are owned directly or indirectly by a Person who has a relationship with the Member described in clause (i) or (ii) above.

“Agreement” means this Operating Agreement, as amended from time to time.

“Capital Account” means the account maintained by the Company for each Interest Holder in accordance with the following provisions:

(i), an Interest Holder’s Capital Account shall be credited with the Interest Holder’s Capital Contributions, the amount of any Company liabilities assumed by the Interest Holder (or which are secured by Company property distributed to the Interest Holder), the Interest Holder’s allocable share of Profit and any item in the nature of income or gain specially allocated to such Interest Holder pursuant to the provisions of Section N (other than Section 4.3.3); and

(ii) an Interest Holder’s Capital Account shall be debited with the amount of money and the fair market value of any Company property distributed to the Interest Holder, the Interest Holder’s allocable share of Loss, and any item in the nature of expenses or losses specially allocated to the Interest Holder pursuant to the provisions of Section N (other than Section 4.3.3).

If any Interest is transferred pursuant to the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent the Capital Account is attributable to the transferred Interest. If the book value of Company property is adjusted pursuant to Section 4.3.3, the Capital Account of each Interest Holder shall be adjusted to reflect the aggregate adjustment in the same manner as if the Company had recognized gain or loss equal to the amount of such aggregate adjustment. It is intended that the Capital Accounts of all Interest Holders shall be maintained in compliance with the provisions of Regulation Section 1.704-1(b), and all provisions of this Agreement relating to the maintenance of Capital Accounts shall be interpreted and applied in a manner consistent with that Regulation.

“Capital Contribution” means the total amount of cash and the fair market value of any other assets contributed (or deemed contributed under Regulation Section 1.704-1(b)(2)(iv(d)) to the Company by a Member, net of liabilities assumed or to which the assets are subject.

“Capital Proceeds” means the gross receipts received by the Company from a Capital Transaction.

“Capital Transaction” means any transaction not in the ordinary course of business which results in the Company’s receipt of cash or other consideration other than Capital Contributions including, without limitation, proceeds of sales or exchanges or other dispositions of property not in the ordinary course of business, financings, refinancings, condemnations, recoveries of damage awards, and insurance proceeds.

“Cash Flow” means all cash funds derived from operations of the Company (including interest received on reserves), without reduction for any noncash charges, but less cash funds used to pay current operating expenses (including but not limited to legal, accounting and

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interest expenses) and to pay or establish reasonable reserves for approximately six months of future expenses, debt payments, capital improvements and replacements as determined by the Manager(s). Cash Flow shall not include Capital Proceeds, but Cash Flow shall be increased by the reduction of any reserve previously established.

“Code” means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law.

“Company” means the limited liability company formed in accordance with this Agreement.

“Economic Interest” or “Interest” means a Person’s share of the Profits and Losses of, and the right to receive distributions from, the Company.

“Interest Holder” means any Person who holds an Economic Interest, whether as a Member or not as a Member.

“Involuntary Withdrawal” means, with respect to any Member, the occurrence of any of the following events:

(i) the Member makes an assignment for the benefit of creditors;

(ii) the Member files a voluntary petition of bankruptcy;

(iii) the Member is adjudged bankrupt or insolvent or there is entered against the Member an order for relief in any bankruptcy or insolvency proceeding;

(iv) the Member files a petition seeking for the Member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;

(v) the Member seeks, consents to, or acquiesces in the appointment of a trustee for, receiver for, or liquidation of the Member or of all or any substantial part of the Member’s properties;

(vi) the Member files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Member in any proceeding described in Subsections (i) through (v);

(vii) any proceeding against the Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, continues for one hundred twenty (120) days after the commencement thereof, or the appointment of a trustee, receiver, or liquidator for the Member or all, or any substantial part of the Member’s properties without the Member’s agreement or acquiescence, which appointment is not vacated or stayed for one hundred twenty (120) days or, if the appointment is stayed, for one hundred twenty (120) days after the expiration of the stay during which period the appointment is not vacated;

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(viii) if the Member is an individual, the Member’s death or adjudication by a court of competent jurisdiction as incompetent to manage the Member’s person or property;

(ix) if the Member is acting as a Member by virtue of being a trustee of a trust, the termination of the trust;

(x) if the Member is a partnership or limited liability company, the dissolution and commencement of winding up of the partnership or limited liability company,

(xi) if the Member is a corporation. the dissolution, of the corporation or the revocation of its charter,

(xii) if the Member is an estate, the distribution by the fiduciary of the estate’s entire interest in the Company; or

(xiii) breach of this Agreement by the Member.

“Manager(s)” are the Person(s) designated as such in Section V.

“Marginal Tax Rate” means, for a particular period, a federal income tax rate and where appropriate a state income tax rate determined by the Manages) after taking into account the Profits and Losses of the Company for such period. For any particular period, the same “Marginal Tax Rate” shall be applied to all of the Members.

“Member” means each person signing this Agreement and any person who subsequently is admitted as a member of the Company.

“Member Loan Nonrecourse Deductions” means any Company deductions that would be Nonrecourse Deductions if they were not attributable to a loan made or guaranteed by a Member within the meaning of Regulation Section 1.7104-2(i).

“Member Minimum Gain” has the meaning set forth in Regulation Section 1-704-2(i) for “partner nonrecourse debt minimum gain.”

“Membership Rights” means all of the rights of a Member in the Company, including a Member’s: (i) Economic Interest; (ii) right to inspect the Company’s books and records; and (iii) right to participate in the management of and vote on matters coming before the Company.

“Minimum Gain” has the meaning set forth in Regulation Section 1.704-2(d). Minimum Gain shall be computed separately for each Interest Holder in a manner consistent with the Regulations under Code Section 704(b).

“Negative Capital Account” means a Capital Account with a balance of less than zero.

“Nonrecourse Deductions” has the meaning set forth in Regulation Section 1.704-2(b)(l). The amount of Nonrecourse Deductions for a taxable year of the Company equals the net increase, if any, in the amount of Minimum Gain during that taxable year, determined according to the provisions of Regulation Section 1.704-2(c).

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“Nonrecourse Liability” has the meaning set forth in Regulation Sections 1.704-2(b)(3) and 1.752-1(a)(2).

“Percentage(s)” means, as to a Member, the percentage set forth after the Member’s name on Exhibit A, as amended from time to time, and as to an Interest Holder who is not a Member, the Percentage of the Member whose Economic Interest has been acquired by such Interest Holder, to the extent the Interest Holder has succeeded to that Member’s Economic Interest. .

“Person” means and includes any individual, corporation, partnership, association, limited liability company, trust, estate, or other entity.

“Positive Capital Account” means a Capital Account with a balance greater than zero.

“Profit” and “Loss” means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable income or loss determined in accordance with Code Section 703(a), with the following adjustments:

(i) all items of income, gain, loss, deduction, or credit required to be stated separately pursuant to Code Section 703(a)(1) shall be included in computing taxable income or loss;

(ii) any tax-exempt income of the Company, not otherwise taken into account in computing Profit or Loss, shall be included in computing taxable income or loss;

(iii) any expenditures of the Company described in Code Section 705(a)(2)(B) (or treated as such pursuant to Regulation Section 1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing Profit or Loss, shall be subtracted from taxable income or loss;

(iv) gain or loss resulting from any taxable disposition of Company property shall be computed by reference to the adjusted book value of the property disposed of, notwithstanding the fact that the adjusted book value differs from the adjusted basis of the property for federal income tax purposes;

(v) in lieu of the depreciation, amortization, or cost recovery deductions allowable in computing taxable income or loss, there shall be taken into account the depreciation computed based upon the adjusted book value of the asset; and

(vi) notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Section 4.3 hereof shall not be taken into account in computing Profit or Loss.

“Regulation” means the income tax regulations, including any temporary regulations, from time to time promulgated under the Code.

“Resignation” means a Member’s dissociation with the Company by means other than by a Transfer or an Involuntary Withdrawal.

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“Transfer” means, when used as a noun, any voluntary sale, hypothecation, pledge, assignment, attachment, or other transfer, and, when used as a verb, means, voluntarily to sell, hypothecate, pledge, assign, or otherwise transfer.

Section II

Formation and Name: Office; Purpose; Term

2.1. Organization. The Company was organized as a Colorado limited liability company upon the filing of the Articles of Organization filed with the Colorado Secretary of State on August 8, 2001.

2.2. Name of the Company. The name of the Company shall be “Utility Products Supply Company, LLC”. The Company may do business under that name and under any other name or names which the Manager(s) select, including “UPSCO.” If the Company does business under a name other than that set forth in its Articles of Organization, then the Company shall file a trade name certificate as required by law.

2.3. Purpose. The Company is organized primarily for purpose of conducting business as a wholesale distributor of products and for any other lawful purpose permitted by applicable law, and to do any and all things necessary, convenient, or incidental to that purpose, or for any other lawful purpose.

2.4. Term. The term of the Company shall begin upon the acceptance of the Articles of Organization by the Colorado Secretary of State and shall continue in existence in perpetuity, unless its existence is sooner terminated pursuant to Section VII of this Agreement.

2.5. Principal Office. The principal office of the Company shall be located at 9151 SE McBrod, Portland, Oregon 97222, or at any other place that the Manager(s) select.

2.6. Resident Agent and Registered Office. The address of the initial registered office of the Company in the State of Colorado shall be 1560 Broadway Street, Suite 2090, Denver, Colorado 80202, and the name of the Company’s resident agent in the State of Colorado at that address shall be CSC, the United States Corporation Company.

2.7 Members. The name, present mailing address, taxpayer identification number, and Percentage of each Member are set forth on Exhibit A.

2.8. Agreement. The parties expressly agree and intend that this Agreement, as amended, be the sole source of agreement of the parties, and, except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to Sections of the Code or Treasury Regulations or is prohibited or ineffective under the Act, this Agreement shall govern, even when contrary to the Act, or inconsistent with or different from the provisions of the Act, or any other law or rule.

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Section In

Members; Capital; Capital Accounts

3.1. Rights of Members.

3.1.1. No Member shall be personally liable for any of the debts or obligations of the company or have the power to sign for or to bind the Company.

3.1.2. A Member is liable to the Company:

3.1.2.1. For the difference between its contributions to capital as actually made and those stated in Exhibit A hereto as having been made; and

3.1.2.2. For any unpaid contribution to capital which it agreed in Exhibit A hereto to make in the future at the time and an the conditions stated in Exhibit A hereto.

3.1.3. A Member holds as trustee for the Company:

3.1.3.1. Specific property stated in Exhibit A hereto as contributed by such Member, but which was not contributed or which has been wrongfully or erroneously returned; and

3.1.3.2. Money or other property wrongfully paid or conveyed to such Member on account of its contribution.

3.1.4. The liabilities of a Member as set out in this Section can be waived or compromised only by the consent of all Members; but a waiver or compromise shall not affect the right of a creditor of the Company who extended credit or whose claim to enforce the liabilities arose after the filing and before a cancellation or amendment of the Articles of Organization.

3.2. Capital Contributions. Each initial Member has contributed to the Company cash or property valued at the amounts respectively set forth on Exhibit A. The Manager(s) shall amend Exhibit A as necessary to reflect additional, or changes to, the Members and the applicable Percentages and Capital Contributions.

3.3. Additional Capital Contributions. No Member shall be obligated to make any Capital Contributions to the Company other than those set forth on Exhibit A.

3.4. No Interest on Capital Contributions. Except as expressly provided herein, Interest Holders shall not be paid interest on their Capital Contributions.

3.5. Return of Capital Contributions. Except as otherwise provided in this Agreement, no Interest Holder shall have the right to receive the return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement may be considered as such by law, or upon dissolution of the Company, and then only to the extent provided for in this Agreement.

3.6. Form of Return of Capital. If an Interest Holder is entitled to receive a return of a Capital Contribution, the Interest Holder shall not have the right to receive anything other than cash in return of the Interest Holder’s Capital Contribution.

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3.7. Capital Accounts. A separate Capital Account shall be maintained for each interest Holder.

3.8. Loans. Any Member may, at any time, make or cause a loan to be made to the Company in any amount and on those terms upon which the Company and the Member agree.

Section IV

Profit, Loss, and Distributions

4.1 Distributions of Cash Flow.

4.1.1. Tax Distributions. During each fiscal year of the Company and in arty event no later than April 10th of the following fiscal year, each Member who has been allocated net taxable income of the Company (determined in accordance with Code Section 703(a)) for such fiscal year or preceding fiscal year, as the case may be, shall, to the extent the Company has adequate cash reserves (as determined in good faith by the Manager(s)), receive a cash distribution equal to its allocable share of such net taxable income multiplied by the Marginal Tax Rate for the taxable year of such allocation. The Manager(s) are authorized to reasonably estimate the taxable income of the Company on a quarterly basis and distribute cash to the Members in accordance herewith in an amount sufficient to pay any quarterly estimated tax payments required of such Members as a result of the Company’s net taxable income for the quarter.

4.1.2. Cash Flow. It is not anticipated that the Company Will distribute cash or other assets to the Members on a regular basis (other than as described in Section 4.1.1), but in the event the Company has Cash Flow available for distribution, such Cash Flow shall be distributed among the Members in proportion: to their Percentages, except for distributions in accordance with Section 4.1 and Section 4.4.

4.2 Allocation of Profit and Loss.

4.2.1. Loss. After giving effect to the special allocations set forth in Section 4.3, Loss shall be allocated as follows:

4.2.1.1. Loss will be allocated to the interest Holders, pro rata in the proportion to their Percentages, until the aggregate Capital Accounts of each of the Interest Holders equal zero; then,

4.2.1.2. The remaining Loss will be allocated to the Interest Holders in proportion to their Percentages.

4.2.2. Profit. After giving effect to the special allocations set forth in Section 4.3, Profit shall be allocated as follows:

4.2.2.1. first, to each Interest Holder which previously had been allocated Loss pursuant to 4.2.1 above which have not been fully offset by allocations of Profit pursuant to this Section until the total amount of Profit allocated to each such Interest Holder pursuant to this Section is equal to the total amount of Loss which has been allocated to such Member pursuant

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to 4.2.1 above. Profit allocated pursuant to this Section 4.2.2.1 shall be allocated to the Interest Holders in the same order in which Loss was allocated to them;

4.2.2.2. second, to each Interest Holder, an amount equal to the total amount of distributions made or which would be distributable to such Interest Holder under Section 4.1, in the same order as the distributions made or which would be distributable to them; and

4.2.2.3 thereafter to each Interest Holder in proportion to their Percentages.

4.3. Regulatory Allocations.

4.3.1. Quaked Income Offset. No Interest Holder shall be allocated Losses or deductions if the allocation causes an Interest Holder to have an Adjusted Capital Account Deficit. If an Interest Holder receives (1) an allocation of Loss or deduction (or item thereof) or (2) any distribution, which causes the Interest Holder to have an Adjusted Capital Account Deficit at the end of any taxable year, then all items of income and gain of the Company (consisting of a pro rata portion of each item of Company income, including gross income and gain) for that taxable year shall be allocated to that Interest Holder, before any other allocation is made of Company items for that taxable year, in the amount and in proportions required to eliminate the excess as quickly as possible. This Section 4.3.1 is intended to comply with, and shall be interpreted consistently with, the “qualified income offset” provisions of the Regulations promulgated under Code Section 704(b).

4.3.2. Minimum Gain Chargeback. Except as set forth in Regulation Section 1.704-2(f)(2), (3), and (4), if, during any taxable year, there is a net decrease in Minimum Gain, each Interest Holder, prior to any other allocation pursuant to this Section IV, shall be specially allocated items of gross income and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Interest Holder’s share of the net decrease of Minimum Gain, computed in accordance with Regulation Section 1.704-2(g)(2). Allocations of gross income and gain pursuant to this Section 4.3.2 shall be made first from gain recognized from the disposition of Company assets subject to nonrecourse liabilities (within the meaning of the Regulations promulgated under Code Section 752), to the extent of the Minimum Gain attributable to those assets, and thereafter, from a pro rata portion of the Company’s other items of income and gain for the taxable year. It is the intent of the parties hereto that any allocation pursuant to this Section 4.3.2 shall constitute a “minimum gain chargeback” under Regulation Section 1.704-2(f).

4.3.3. Contributed Property and Book-Ups. In accordance with Code Section 704(c) and the Regulations thereunder, as well as Regulation Section 1.704-1(b)(2(iv)(d)(3), income, gain, loss, and deduction with respect to any property contributed (or deemed contributed) to the Company shall, solely for tax purposes, be allocated among the Interest Holders so as to take account of any variation between the adjusted basis of the property to the Company for federal income tax purposes and its fair market value at the date of contribution (or deemed contribution). If the adjusted book value of any Company asset is adjusted as provided herein, subsequent allocations of income, gain, loss, and deduction with respect to the asset shall

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take account of any variation between the adjusted basis of the asset for federal income tax purposes and its adjusted book value in the manner required under Code Section 704(c) and the Regulations thereunder.

4.3.4. Code Section 754 Adjustment. To the extent an adjustment to the tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulation Section 1.704-l(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of the adjustment to the Capital Accounts shall be treated as as item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases basis), and the gain or loss shall be specially allocated to the interest Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to that Section of the Regulations.

4.3.5. Nonrecourse Deductions. Nonrecourse Deductions for a taxable year or other period shall be specially allocated among the Interest Holders in proportion to their Percentages.

4.3.6. Member Low Nonrecourse Deductions. Any Member Loan Nonrecourse Deduction for any taxable year or other period shall be specially allocated to the Interest Holder who bears the risk of loss with respect to the loan to which the Member Loan Nonrecourse Deduction is attributable in accordance with Regulation Section 1.704-2(b).

4.3.7. Guaranteed Payments. To the extent any compensation paid to any Member by the Company, including any fees payable to any Member pursuant to Section 5.3 hereof, is determined by the Internal Revenue Service not to be a guaranteed payment under Code Section 707(c) or is not paid to the Member other than in the Person’s capacity as a Member within the meaning of Code Section 707(a), the Member shall be specially allocated gross income of the Company in an amount equal to the amount of that compensation, and the Member’s Capital Account shall be adjusted to reflect the payment of that compensation.

4.3.8. Unrealized Receivables. If an Interest Holder’s Interest is reduced (provided the reduction does not result in a complete termination of the Interest Holder’s Interest), the Interest Holder’s share of the Company’s “unrealized receivables” and “substantially appreciated inventory” (within the meaning of Code Section 751) shall not be reduced, so that, notwithstanding any other provision of this Agreement to the contrary, that portion of the Profit otherwise allocable upon a liquidation or dissolution of the Company pursuant to Section 4.4 hereof which is taxable as ordinary income (recaptured) for federal income tax purposes shall, to the extent possible without increasing the total gain to the Company or to any interest Holder, be specially allocated among the Interest Holders in proportion to the deductions (or basis reductions treated as deductions) giving rise to such recapture. Any questions as to the aforesaid allocation of ordinary income (recapture), to the extent such questions cannot be resolved in the manner specified above, shall be resolved by the Manager(s).

4.3.9. Withholding. All amounts required to be withheld pursuant to Code Section 1446 or any other provision of federal, state, or local tax law shall be treated as amounts actually distributed to the affected Interest Holders for all purposes under this Agreement.

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4.4. Liquidation and Dissolution.

4.4.1. If the Company is liquidated, the assets of the Company shall be distributed to the Interest Holders in accordance with the balances in their respective Capital Accounts, after taking into account the allocations of Profit or Loss pursuant to Section 4.2, if any, and distributions, if any, of cash or property, if any, pursuant to Section 4.1.

4.4.2. No Interest Holder shall be obligated to restore a Negative Capital Account.

4.5. General.

4.5.1. Except as otherwise provided in Section 4.1.1, and elsewhere in this Agreement, if applicable, the timing and amount of all distributions shall be determined by the Manager(s).

4.5.2. All distributions to the Members pursuant to Section 4.1 shall be divided among them in proportion to their Percentages.

4.5.3. No distribution shall be made by the Company to the extent that, after giving effect to the distribution, the liabilities of the Company would exceed the fair market value of the Company’s assets.

4.5.4. All distributions to the Members are subject to set-off by the Company for any amount owed the Company by the Member or any assignor of such Member.

4.5.5. All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, distribution, or allocation to the Company or the Members shall be treated as amounts distributed to the Members pursuant to this Section 4.1 for all purposes under this Amt. The Manager(s) are authorized to withhold from distributions, or with respect to allocations, to the Members and to pay over to any federal, state, or local government any amounts required to be so withheld pursuant to the Code or any provisions of any other federal, state,: or local law, and may allocate any such amounts among the Members in any manner that is in accordance with applicable law.

4.5.6. If any assets of the Company are distributed in kind to the Interest Holders, those assets shall be valued on the basis of their fair market value; and any Interest Holder entitled to, any interest in those assets shall receive that interest as a tenant-in-common with all other Interest Holders so entitled. Unless the Members otherwise agree, the fair market value of the assets shall be determined by an independent appraiser who shall be selected by the Manager(s). The Profit or Loss for each unsold asset shall be determined as if the asset had been sold at its fair market value, and the Profit or Loss shall be allocated as provided in Section 4.2 and shall be properly credited or charged to the Capital Accounts of the Interest Holders prior to the distribution of the assets in liquidation pursuant to Section 4.4.

4.5.7. All Profit and Loss shall be allocated, and all distributions shall be made to the Persons shown on the records of the Company to have been Interest Holders as of the last day of the taxable year for which the allocation or distribution is to be made. Notwithstanding the

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foregoing, unless the Company’s taxable year is separated into segments, if there is a Transfer or an Involuntary Withdrawal during the taxable year, the Profit and Loss shall be allocated between the original Interest Holder and the successor on the basis of the number of days each was an Interest Holder during the taxable year, provided, however, the Company’s taxable year shall be segregated into two or more segments in order to account for Profit, Loss, or proceeds attributable to a Capital Transaction or to any other extraordinary nonrecurring items of the Company.

4.5.8. The Manager(s) are hereby authorized, upon the advice of the Company’s tax counsel, to amend this Section IV to comply with the Code and the Regulations promulgated under Code Section 704(b); provided, however, that no amendment shall materially affect distributions to an Interest Holder without the Interest Holder’s prior written consent.

4.5.9. Every nonresident Member (as defined for Colorado income tax purposes) shall provide to the Company any one or more signed written agreements, at the times and in the forms prescribed by the Company, which the Company determines must be filed with the Colorado Department of Revenue under Colorado Revised Statutes § 30-22-601, as amended, or any successor to such section, or under any regulations or other pronouncements of the Colorado Department of Revenue.

Section V

Management: Rights, Powers, and Duties

5.1. Management.

5.1.1. The Company shall be managed by its Manager(s), who may, but need not, be Members. The number of Manager(s) shall initially be three (3). William C. Hockensmith, Michael T. Munch, and James E. Furber are hereby designated to serve as the initial Managers. The number of Manager(s) shall be fixed from time to time by the vote of the Members, but in no instance shall there be less than one Manager. Each Manager shall hold office until the Manager ceases to be a Manager in accordance with this Agreement. Vacancies occurring in the positions of Manager for any reason shall be filled by the vote of the Members.

5.1.2. All powers of the Company shall be exercised by or under the authority of the Manager(s). Decisions of the Manager(s) within their scope of authority shall be binding upon the Company and each Member. Any matter before the manages within the authority of a Manager shall be decided by a majority vote of Manager(s). The Manager(s) shall have full, exclusive, and complete discretion, power, and authority, subject in all cases to the other provisions of this Agreement and the requirements of applicable law, to manage, control, administer, and operate the business and affairs of the Company for the purposes herein stated, and to make all decisions affecting such business and affairs, including, without limitation, for Company purposes, the power to:

5.1.2.1. acquire by purchase, lease, or otherwise, any real or personal property, tangible or intangible;

5.1.2.2. construct, operate, maintain, finance, and improve, and to own, sell, convey, assign, mortgage, or lease any real estate and any personal property;

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5.1.2.3: sell, dispose, trade, or exchange Company assets in the or course of the Company’s business;

5.1.2.4. enter into agreements and contracts and to give receipts, releases and discharges;

5.1.2.5. purchase liability and other insurance to protect the Company’s properties and business;

5.1.2.6. borrow money for and on behalf of the Company, and, in connection therewith, execute and deliver instruments authorizing the confession of judgment against the Company;

5.1.2.7. execute or modify leases with respect to any part or all of the assets of the Company;

5.1.2.8. prepay, in whole or in part, refinance, amend, modify, or extend any mortgages or deeds of trust which may affect any asset of the Company and in connection therewith to execute for and on behalf of the Company any extensions, renewals or modifications of such mortgages or deeds of trust;

5.1.2.9. execute any and all other instruments and documents which may be necessary or in the opinion of the Manager(s) desirable to carry out the intent and purpose of this Agreement, including, but not limited to, documents whose operation and effect extend beyond the term of the Company;

5.1.2.10. make any and all expenditures which the Manager(s), in their sole discretion, deem necessary or appropriate in connection with the management of the affairs of the Company and the carrying out of its obligations and responsibilities under this Agreement, including, without limitation, all legal, accounting and other related expenses incurred in connection with the organization, financing and operation of the Company;

5.1.2.11. appoint officers, including a President, Vice Presidents, Secretary and Treasurer, if, in the opinion of the Manager(s), such appointments would be beneficial to the operation of the Company, and assign day-to-day management duties to such officers in the Manager(s) discretion, and pay such officers for the performance of their duties as employees of the Company;

5.1.2.12. enter into any kind of activity necessary to, in connection with, or incidental to, the accomplishment of the purposes of the Company;

5.1.2.13. invest and reinvest Company reserves in short-term instruments or money market funds; and

5.1.3. Meetings of the Manager(s) shall be held at the principal place of business of the Company or at any other place that a majority of the Manager(s) determine. In the alternative, meetings may be held by conference telephone, provided that each of the Manager(s) can hear the others. The presence of a majority of the Manager(s) shall constitute a quorum for

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the transaction of business. Meetings shall be held at least once each quarter, or otherwise in accordance with a schedule established by the Manager(s). In addition, any of the Manager(s) may convene a meeting of the Manager(s) upon at least two (2) business days’ prior written notice to the other Manager(s). The Manager(s) also may make decisions, without holding a meeting, by the unanimous written consent of the Manager(s). Mutates of each meeting and a record of each decision shall be kept by the designee of the Manager(s) and shall be given to the Members promptly after the meeting.

5.1.4. Approval of a majority of the Manager(s) shall constitute and act of the Managers;

5.1.5. Each of the Manager(s) shall have the full power to execute, for and on behalf of the Company, any and all documents and instruments which may be necessary to carry on the business of the Company, including, without limitation, any and all deeds, contracts, leases, mortgages, deeds of trust, promissory notes, security agreements, and financing statements pertaining to the Company’s assets or obligations. No person dealing with a Manager need inquire into the validity or propriety of any document or instrument executed in the name of the Company by the Manager, or as to the authority of the Manager in executing the same.

5.1.6. Notwithstanding anything to the contrary in this Agreement, the Manager(s) shall not undertake any of the following without the approval of the Members.

5.1.6.1. the Company’s lending or borrowing more than $100,000 on any one occasion;

5.1.6.2. the admission of additional Members to the Company;

5.1.6.3. the Company’s engaging in business in any jurisdiction which does not provide for the registration of limited liability companies;

5.1.6.4. approve or authorize any merger, consolidation, or equity exchange with any other entity;

5.1.6.5. sell or otherwise dispose of all, or substantially all, of the assets of the Company outside of the ordinary course of business in a single or series of related or unrelated transactions.

5.1.7. Removal and Cessation of Manager(s).

5.1.7. l. The Manager’s Involuntary Withdrawal. If any one or more of the following events occurs, the Members may remove a Manager and elect a new Manager:

(a) The Manager’s willful or intentional violation or reckless disregard of the Manager’s duties to the Company. (The determination of whether one or more of such events exist shall be made by those Members holding a majority of the Percentages then held by Members and shall be final, binding, and not reviewable (unless the decision was based on a material mistake of fact or law or was arbitrary and capricious)); or

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(b) The Members, at their sole and absolute discretion, for any reason or no reason, by vote of the Members holding a majority of the Percentages then held by Members, approve the removal of a Manager.

5.1.7.2. The Manager’s Voluntary Withdrawal. A Manager may resign at any time by giving written notice to the Members and the Company. The resignation of any Manager shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.1.7.3. Death or Incapacitation of Manager. Any manger shall cease to be a Manager on the Manager’s death or incapacitation.

5.1.7.4. Effects on Membership Status. Any Member who has ceased to be a Manager shall continue to be a Member and such cessation shall not affect the rights of such Member as a Member.

5.2. Compensation of Manager(s).

5.2.1. No Member shall be required to perform services for the Company solely by virtue of being a Member. Unless approved by the Manager(s), no Member shall perform services for the Company or be entitled to compensation for services performed for the Company.

5.2.2. Unless approved by Members holding more than fifty percent (50%) of the Percentages then held by Members, the Manager(s) shall not be entitled to compensation for services performed for the Company. However, upon substantiation of the amount and purpose thereof, the Manager(s) shall be entitled to reimbursement for expenses reasonably incurred in connection with the activities of the Company.

5.3. Duties of Parties.

5.3.1.1 A Manager elected pursuant to this Operating Agreement shall perform his or her duties as a manager in good faith, in a manner he or she reasonably believes to be in the best interests of the limited liability company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A Person who so performs his or her duties shall not have any liability by reason of being or having been a Manager of the Company.

5.3.1.2 In performing his or her duties, a Manager shall be entitled to rely on information, opinions, reports, or statements of the following persons or groups unless he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted:

(a) One or more employees or other agents of the Company whom the Manager reasonably believes to be reliable and competent in the matters presented;

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(b) Any attorney, public accountant, or other person as to matters which the Manager reasonably believes to be within such person’s professional or expert competence; or

(c) A committee upon which he or she does not serve, duly designated in accordance with a provision of this Agreement, as to matters within its designated authority, which committee the Manager reasonably believes to merit confidence.

Section 7-108-501 of the Colorado Business Corporation Act (entitled “conflicting interest transaction”) shall apply to contracts or other transactions between the Company and any of its Manager(s) or committee members and any other entity in which any of its Manager(s) or committee members is a director or has a material financial interest; provided that references therein to the “corporation” shall be deemed to be to the Company, references to a “director” shall be deemed to be to the Manager(s), references to “shareholders” shall be deemed to be to “Members” and references to the “board of directors” shall be to the “Management Committee” if one is appointed.

5.4. Liability and Indemnification.

5.4.1. A Manager shall not be liable, responsible, or accountable, in damages or otherwise, to any Member or to the Company for any act performed by the Manager within the scope of the authority conferred on the Manager by this Agreement, except for actions or omissions constituting fraud, gross negligence, or an intentional breach of this Agreement or applicable law.

5.4.2. The Company shall indemnify a Manager for any act performed by the Manager within the scope of the authority, conferred on the Manager by this Agreement, except for actions or omissions constituting fraud, gross negligence, or an intentional breach of this Agreement or applicable law. The Company shall promptly notify the Members whenever a Manager has been so indemnified by the Company.

5.5. Power of Attorney.

5.5.1. Grant of Power. Each Member constitutes and appoints each Manager as the Member’s true and lawful attorney-in-fact (“Attorney-in-Fact”), and in the Member’s name, place and stead, to make, execute, sign, acknowledge, and file:

5.5.1.1. one or more articles of organization;

5.5.1.2. all documents (including amendments to articles of organization) which the Attorney-in-Fact deems appropriate to reflect any amendment, change, or modification of this Agreement;

5.5.1.3. any and all other certificates or other instruments required to be filed by the Company under the laws of the State of Colorado or of any other state or jurisdiction, including, without limitation, any certificate or other instruments necessary in order for the Company to continue to qualify as a limited liability company under the laws of the State of Colorado;

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5.5.1.4. one or more fictitious or trade name certificates; and

5.5.1.5. all documents which may be required to dissolve and terminate the Company and to cancel its articles of organization.

5.5.2. Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of an interest, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the. delivery of the assignment for the sole purpose of enabling the Attorney-in Fact to execute, acknowledge and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.

5.5.3. Limitation on Authority of Member.

5.5.3.1. No Member is an agent of the Company solely by virtue of being a Member, and no Member has authority to act for the Company solely by virtue of being a Member

5.5.3.2. Any Member who takes any action or binds the Company in violation of this Section 5.1 shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

5.6. Meetings of and Voting by Members.

5.6. l. A meeting of the Members may be called at any time by a Manager or by those Members holding at least 10% of the Percentages then held by Members. Meetings of Members shall be held at the Company’s principal place of business or at any other place within Colorado designated by the Persons calling the meeting. Meetings of Members may be held outside Colorado upon the approval of a majority of Manager(s). Not less than ten (10) nor more than fifty (50) days before each meeting, the Persons calling the meeting shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place, and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ meetings, or is present at the meeting in person or by proxy and fails to object to the lack of notice. Unless this Agreement provides otherwise, at a meeting of Members, the presence in person or by proxy of Members holding more than fifty percent (50%) of the Percentages then held by Members constitutes a quorum. A Member may vote either in person or by written proxy signed by the Member or by the Member’s duly authorized attorney-in fact.

5.6.2. Except as otherwise provided in this Agreement, the affirmative vote of Members holding more than fifty percent (50%) of the Percentages then held by Members

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present at a meeting at which there is a quorum shall be required to approve any matter coming before the Members.

5.6.3. An annual meeting, for such business as may come before the meeting, shall be held during the first quarter of each year at such time and place as the Manager(s) shall fix. Notice shall be given to the Members in accordance with Section 5.6.1.

5.6.4. In lieu of holding a meeting, the Members may vote or otherwise take action by a written instrument indicating the unanimous consent of Members.

5.6.5. Wherever the Act requires unanimous consent to approve or take any action, that consent shall be given in writing and, in all cases, shall mean the consent of all Members.

5.6.6. If any vote is required on any matter under this Agreement, and there are neither sufficient votes to approve nor disapprove of the matter, then any Member may require that the matter be resolved pursuant to the Dispute Resolution Procedure provisions attached hereto as Exhibit B.

Section VI

Transfer of Interests and Withdrawals of Members

6.1. Transfers.

6.1.1. No Person may Transfer all or any portion of or any interest or rights in the Person’s Membership Rights or Economic Interest unless the following conditions (“Conditions of Transfer”) are satisfied:

6.1.1.1. the Transfer will not require registration of Economic Interests or Membership Rights under any federal or state securities laws;

6.1.1.2. the transferee delivers to the Company a written agreement to be bound by the terms of Section VI of this Agreement;

6.1.1.3. the Transfer will not result in the termination of the Company pursuant to Code Section 708:

6.1.1.4. the Transfer will not result in the Company being subject to the Investment Company Act of 1940, as amended:

6.1.1.5. the transferor or the transferee delivers the following information to the Company: (i) the transferee’s taxpayer identification number, and (ii) the transferee’s initial tax basis in the Transferred Interest; and

6.1.1.6. the transferor complies with the provisions set forth in Section 6.1.4.

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6.1.2. If the Conditions of Transfer are satisfied, then a Member or Economic Interest Holder may Transfer all or any portion of that Person’s Economic Interest. The Transfer of an Economic Interest pursuant to this Section 6.1 shall not result, however, in the Transfer of any of the transferor’s other Membership Rights, if any, and the transferee of the Economic Interest shall have no right to become a Member or exercise any Membership Rights other than those specifically pertaining to the ownership of an Economic Interest, unless otherwise agreed by the unanimous consent of the Members.

6.1.3. Each Member hereby acknowledges the reasonableness of the prohibition contained in this Section 6.1 in view of the purposes of the Company and the relationship of the Members. The Transfer of any Membership Rights or Economic Interests in violation of the prohibition contained in this Section 6.1 shall be deemed invalid, null and void, and of no force or effect. Any Person to whom Membership Rights are attempted to be transferred in violation of this Section shall not be entitled to vote on matters coming before the Members, participate is the management of the Company, receive distributions from the Company, or have any other rights in or with respect to the Membership Rights.

6.1.4. Right of First Refusal.

6.1.4.1. If a Member (individually, a “Transferor”) receives or makes a bona fide written offer (the “Transferee Offer”) from or to any other Person (a “Transferee”) to purchase or sell all or any portion of or any interest or rights in the Transferor’s Membership Rights (the “Transferor Interest”) for consideration then, prior to any Transfer of the Transferor Interest, the Transferor shall give the remaining Members (the “Remaining Members”) written notice (the “Transfer Notice”) containing each of the following:

6.1.4.1.1. the Transferee’s identity,

6.1.4.1.2. a true and complete copy of the Transferee Offer; and

6.1.4.1.3. the Transferor’s offer (the “Offer”) to sell the Transferor Interest to the Remaining Members for a total price equal to the price set forth in the Transferee Offer (the “Transfer Purchase Price”), which shall be payable on the terms of payment set forth in the Transferee Offer.

6.1.4.2. The Offer shall be and remain irrevocable for a period (the “Offer Period”) ending at 11:59 P.M. local time at the Company’s principal office, on the thirtieth (30th) day following the date the Transfer Notice is given to the Remaining Members. At any time during the Offer Period, a Remaining Member may accept the offer by notifying the Transferor in writing that the Remaining Member intends to purchase all, but not less than all, of the Transferor Interest. If two (2) or more Remaining Members desire to accept the Offer, then, in the absence of an agreement between or among them, each such Remaining Member shall purchase the Transferor Interest in the proportion that his respective Percentage bears to the total Percentages of all of the Remaining Members who desire to accept the Offer. If one or more Remaining Members accept the Offer, then the parties shall fix a closing date (the “Transfer Closing Date”) for the purchase, which shall not be earlier than ten (10) or more than ninety (90) days after the expiration of the Offer Period

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6.1.4.3. If any Remaining Member accepts the Offer, the Transfer Purchase Price shall be paid in immediately available funds on the Transfer Closing Date in accordance with the payment terms set forth in the Transferee Offer.

6.1.4.4. If no Remaining Member accepts the Offer (within the time and in the manner specified in this Section), then the Transferor shall be free for a period (the “Free Transfer Period”) of thirty (30) days after the expiration of the Offer Period to Transfer the Transferor Interest to the Transferee, for the same or greater price and on the same terms and conditions as set forth in the Transfer Notice. The Transfer shall be subject, however, to the Conditions of Transfer (other than 6.1.1.6.). If the Transferor does not Transfer the Transferor Interest within the Free Transfer Period, the Transferor’s right to Transfer the Transferor Interest pursuant to this Section shall cease and terminate.

6.1.4.5. Any Transfer by the Transferor after the last day of the Free Transfer Period or without strict compliance with the terms, provisions, and conditions of this Section and the other terms, provisions, and conditions of this Agreement, shall be null and void and of no force or effect.

6.1.5. Admission of Transferee as Member. Notwithstanding anything contained herein to the contrary (except as provided in this Section 6.1.5), the transferee of all or any portion of or any interest or rights in any Membership Rights or Economic Interest shall not be entitled to become a Member or exercise any rights of a Member. The transferee shall be entitled to receive, to the extent transferred, only the distributions to which the transferor would be entitled. The transferee shall be admitted as a Member only upon the unanimous consent of the Members.

6.2. Resignation. No Member shall have the right or power to Resign from the Company.

6.3. Mandatory Buy-out in Event of Involuntary Withdrawal.

6.3.1. If the Members elect to continue the Company after an Involuntary Withdrawal, the Members other than the withdrawn Member (“Remaining Members”) shall purchase, and the withdrawn Member shall sell, all of the Membership Rights owned of record and beneficially by the withdrawn Member (the “Withdrawal Interest”) for a price equal to the amount the withdrawn Member would receive if the Company were liquidated and an amount equal to the Appraised Value were available for distribution to the Members pursuant to Section 4.4, (the “Withdrawal Purchase Price”). In the absence of an agreement among the Remaining Members, each Remaining Member shall purchase the Withdrawal Interest in the proportion that his respective Percentage bears to the total Percentages of all Remaining Members.

6.3.2. The Remaining Members, by written notice addressed to the withdrawn Member, shall fix a closing date (the “Withdrawal Closing Date”) for the purchase. The Withdrawal Closing Date shall not be earlier than ten (10) days nor later than sixty (60) days after the later of the date on which the Involuntary Withdrawal occurred or the date on which the Company received notice of the Involuntary Withdrawal.

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6.3.3. The Withdrawal Purchase Price shall be paid in cash on the Withdrawal Closing Date. Simultaneously with the payment of the Withdrawal Purchase Price, the withdrawn Member shall execute and deliver to the Remaining Members those assignments and other instruments as may be reasonably required to vest in the Remaining Members all right, title, and interest in and to the Withdrawal Interest, free and clear of all liens and encumbrances.

6.4. Appraised Value.

6.4.1. The term “Appraised Value” means the appraised value of the equity of the Company’s assets as hereinafter provided. Within fifteen (15) days after demand by either one to the other, the Company and the withdrawn Member shall each appoint an appraiser to determine the value of the equity of the Company’s assets. If the two appraisers agree upon the equity value of the Company’s assets, they shall jointly render a single written report stating that value. If the two appraisers cannot agree upon the equity value of the Company’s assets, they shall each render a separate written report and shall appoint a third appraiser, who shall appraise the Company’s Assets and determine the value of the equity therein, and shall render a written report of his opinion thereon. Each party shall pay the fees and other costs of the appraiser appointed by that party, and the fees and other costs of the third appraiser shall be shared equally by both parties.

6.4.2. The equity value contained in the aforesaid joint written report or written report of the third appraiser, as the case may be, shall be the Appraised Value; provided, however, that if the value of the equity contained in the appraisal report of the third appraiser is more than the higher of the first two appraisals, the higher of the first two appraisals shall govern; and provided, further, that if the value of the equity contained in the appraisal report of the third appraiser is less than the lower of the first two appraisals, the lower of the first two appraisals shall govern.

Section VII

Dissolution, Liquidation, and Termination of the Company

7.1. Events of Dissolution. The Company shall be dissolved upon unanimous written agreement of the Members.

7.2. Liquidating Trustee. If the Company is dissolved, the Manager(s) shall act as liquidating trustees. The Manager(s) shall liquidate and reduce to cash the assets of the Company as promptly as is consistent with obtaining a fair value therefor and, unless otherwise required by law, shall apply and distribute the proceeds of liquidation, as well as any other Company assets, first, to the payment of creditors of the Company, including interest Holders who are creditors, in satisfaction of the liabilities of the Company, then to interest Holders in satisfaction of any distributions of Cash Flow; and then to the Interest Holders in accordance with Section 4.4.

7.3. Filing of Statement of Intent to Dissolve and Articles of Dissolution. If the Company is dissolved pursuant to Section 7.1, the Manager(s) shall promptly file a Statement of Intent to Dissolve with the Colorado Secretary of State. After the affairs of the Company are wound up pursuant to Section 7.2, the Manager(s) shall promptly execute and file Articles of Dissolution with the Colorado Secretary of State. If there are no Manager(s), then the Articles of

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Dissolution shall be filed by the remaining Members; if there are no remaining Members, the Articles shall be filed by the last Person to be a Member, if there are neither Manager(s), remaining Members, or a Person who last was a Member, the Articles shall be filed by the legal or personal representatives of the Person who last was a Member.

Section VIII

Books, Records, Accounting, and Tax Elections

8.1. Bank Account. All funds of the Company shall be deposited in a bank account or accounts maintained in the Company’s name. The Manager(s) shall determine the institution or institutions at which the accounts will be opened and maintained, the types of accounts, and the Persons who will have authority with respect to the accounts and the funds therein.

8.2. Books and Records. The Manager(s) shall keep or cause to be kept complete and accurate books and records of the Company and supporting documentation of transactions with respect to the conduct of the Company’s business. The books and records shall be maintained in accordance with sound accounting practices and shall be available at the Company’s registered office for inspection and copying at the reasonable request, and at the expense, of any Member during ordinary business hours. Without limiting any of the foregoing, the Manager(s) shall keep or cause to be kept at the registered office the following:

8.2.1. A current list of the full name and last known business, residence, or mailing address of each Member and Manager, both past and present;

8.2.2. A copy of the articles of organization and all amendments thereto, together with executed copies of any powers of attorney pursuant to, which any amendment has been executed;

8.2.3. Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three most recent years;

8.2.4. Copies of any currently effective Agreement, copies of any writings regarding contributions of members or members’ liability therefor, and copies of any financial statements of the Company for the three most recent years;

8.2.5. Minutes of every annual and special meeting of the Members;

8.2.6. A statement prepared and certified as accurate by at least one of the Manager(s) which describes:

8.2.6.1. The amount of cash and a description and statement of the agreed value of the other property or services contributed by each Member and which each Member has agreed to contribute in the future;

8.2.6.2. The times at which events on the happening of which any additional contributions agreed to be made by each Member are to be made;

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8.2.6.3. The time at which or the events on the happening of which a Member may terminate his or her membership in the Company and the amount of, or the method of determining, the distribution to which he or she may be entitled respecting his membership interest and the terms and conditions of the termination and distribution;

8.2.6.4. Any right of a Member to receive distributions which include a return of all or any part of a Member’s Contribution;

8.2.7. Any written consents obtained from Members acting in lieu of a meeting pursuant to Section 5.2.4.

8.3. Annual Accounting Period. The annual accounting period of the Company shall be its taxable year. The Company’s taxable year shall be selected by the Manager(s), subject to the requirements and limitations of the Code.

8.4. Reports. Within one hundred twenty (120) days after the end of each taxable year of the Company, the Manager(s) shall cause to be sent to each Person who was a Member at any time during the taxable year then ended: (i) an annual compilation report, prepared by the Company’s independent accountants in accordance with standards issued by the American Institute of Certified Public Accountants; and (ii) a report summarizing the fees and other remuneration paid by the Company to any Member, the Manager(s), or any Affiliate in respect of the taxable year. In addition, within one hundred twenty (120) days after the end of each taxable year of the Company, the Manager(s) shall cause to be sent to each Person who was an Interest Holder at any time during the taxable year then ended, that tax information concerning the Company which is necessary for preparing the Interest Holder’s income tax returns for that year. At the request of any Member, and at the Member’s expense, the Manager(s) shall cause an audit of the Company’s books and records to be prepared by independent accountants for the period requested by the Member.

8.5. Tax Matters Partner. Western States shall be the Company’s tax matters partner (“Tax Matters Partner”). The Tax Matters Partner may be changed by the determination of a majority of the Manager(s). The Tax Matters Partner shall have all powers and responsibilities provided in Code Sections 6221, et seq. The Tax Matters Partner shall keep all Members informed of all notices from government taxing authorities which may come to the attention of the Tax Matters Partner. The Company shall pay and be responsible for all reasonable third-party costs and expenses incurred by the Tax Matters Partner in performing those duties. A Member shall be responsible for any costs incurred by the Member with respect to any tax audit or tax-related administrative or judicial proceeding against any Member, even though it relates to the Company. The Tax Matters Partner may not compromise any dispute with the Internal Revenue Service without the approval of the Members.

8.6. Tax Elections. The Tax Matters Partner shall have the authority to make all Company elections permitted under the Code, including, without limitation, elections of methods of depreciation and elections under Code Section 754. The decision to make or not make an election shall be at the Tax Matters Partner’s sole and absolute discretion.

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8.7. Title to Company Property. All real and personal property acquired by the Company shall be held and owned, and conveyance made, by the Company in its name.

Section IX

General Provisions

9.1. Assurances. Each Member shall execute all such certificates and other documents and shall do all such filing, recording, publishing and other acts as the Manager(s) deem appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation, or holding of the property of the Company.

9.2. Notifications. Any notice, demand, consent, election, offer, approval, request, or other communication (collectively a “notice”) required or permitted under this Agreement must be in writing and either delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested. Any notice to be given hereunder by the Company shall be given by the Manager(s). A notice must be addressed to an Interest Holder at the Interest Holder’s last known address on the records of the Company. A notice to the Company must be addressed to the Company’s principal office. A notice delivered personally will be deemed given only when acknowledged in writing by the person to whom it is delivered. A notice that is sent by mail will be deemed given three (3) business days after it is mailed. Any party may designate, by notice to all of the others, substitute addresses or addressees for notices; and, thereafter, notices are to be directed to those substitute addresses or addressees.

9.3. Specific Performance. The parties recognize that irreparable injury will result from a breach of any provision of this Agreement and that money damages will be inadequate to fully remedy the injury. Accordingly, in the event of a breach or threatened breach of one or more of the provisions of this Agreement, any party who may be injured (m addition to any other remedies which may be available to that party) shall be entitled to one or more preliminary or permanent orders (i) restraining and enjoining any act which would constitute a breach or (ii) compelling the performance of any obligation which, if not performed, would constitute a breach.

9.4. Complete Agreement. This Agreement constitutes the complete and exclusive statement of the agreement among the Members and the Company. It supersedes all prior written and oral statements, agreements or understandings, and any prior representation, statement, condition, or warranty. Except as expressly provided otherwise herein, this Agreement may be amended by the written consent of all of the Members.

9.5. Applicable Law. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, AND INTERPRETATION OF THIS AGREEMENT AND THE PERFORMANCE OF THE OBLIGATIONS IMPOSED BY THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAW, NOT THE LAW RELATING TO CONFLICTS OF LAWS, OF THE STATE OF COLORADO.

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9.6. Section Titles. The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.

9.7. Binding Provisions. This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, executors, administrators, personal and legal representatives, successors, and permitted assigns.

9.8. Jurisdiction and Venue. Any suit involving any dispute or matter arising under this Agreement may only be brought in the United States District Court for the District of Colorado or any Colorado State Court having jurisdiction over the subject matter of the dispute or matter. All Members hereby consent to the exercise of personal jurisdiction by any such court with respect to any such proceeding.

9.9. Terms. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person may in the context require.

9.10. Separability of Provisions. Each provision of this Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

9.11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

9.12. Estoppel Certificate. Each Member shall, within ten (10) days after written request by any Member or any Manager, deliver to the requesting Person a certificate stating, to the Member’s knowledge, that: (a) this Agreement is in full force and effect; (b) this Agreement has not been modified except by any instrument or instruments identified in the certificate; and (c) there is no default hereunder by the requesting Person, or if there is a default, the nature and extent thereof. If the certificate is not received within that ten (10)-day period, the Manager shall execute and deliver the certificate on behalf of the requested Member, without qualification, pursuant to the power of attorney granted in Section 5.6.

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IN WITNESS WHEREOF, the parties have executed, or caused this Agreement to be executed, as of the date set forth hereinabove.

COMPANY
Utility Products Supply Company, LLC, a Colorado limited liability company
By:	/s/ William C. Hockensmith

Name:	William C. Hockensmith
Title:	Manager
MEMBERS
Western States Electric, Inc., an Oregon corporation

By: /s/ Michael T. Munch

Name:	Michael T. Munch
Title:	President
Southwest Power, Inc. a California corporation

By: /s/ James E. Furber

Name:	James E. Furber
Title:	President

-26-

Operating Agreement

of

Utility Products Supply Company, LLC

EXHIBIT A

LIST OF MEMBERS, CAPITAL AND PERCENTAGES

Name, Address and Taxpayer I.D. Number	Initial Capital Contribution		Percentages
Western States Electric, Inc. 9151 S.E. McBrod Portland, OR 97222 EIN/Taxpayer ID: 93-0666602	$	200,000.00	50.0	%
Southwest Power, Inc. 9837 Pioneer Blvd Santa Fe Springs, CA 90670 EIN/Taxpayer ID: 95-4397734	$	200,000.00	50.0	%
TOTAL	$	400,000.00	100.0	%

Operating Agreement

of

Utility Products Supply Company, LLC

EXHIBIT B

DISPUTE RESOLUTION PROCEDURE

A. Negotiations

Section 1.0 Duty to Negotiate. The Members shall inform one another promptly following the occurrence or discovery of any item or event that shall reasonably be expected to result in a dispute under or in connection with the Operating Agreement. The Members will attempt to resolve any such dispute satisfactorily by way of good faith negotiation.

Section 2.0 Referral to Senior Managers. Should a dispute arise that the Members cannot resolve satisfactorily within ten (10) days after being informed thereof in accordance with Section 1 hereof, any Member may deliver to the other Member written notice of the dispute with supporting documentation as to the circumstances leading to the dispute (“Notice of Dispute”). The Notice of Dispute shall include a schedule of the availability of the notifying Member’s senior Managers duly authorized to settle the dispute (“Senior Managers”) during the thirty (30) day period following the delivery of the Notice of Dispute. Within seven (7) days after delivery of the Notice, the other Member shall provide a schedule of the availability of such other Member’s Senior Managers during the remainder of the thirty (30) day period following the delivery of the Notice of Dispute: Following delivery of the Senior Managers’ schedules of availability, the Senior Managers shall meet and confer as often as they deem reasonably necessary during the remainder of the thirty (30) day period in good faith negotiations to resolve the dispute amicably. The Members in their sole discretion may also agree to utilize the service of a mediator pursuant to a joint engagement.

B. Mediation

Section 3.0 Mediation. If the dispute has not been resolved by negotiation within thirty (30) days following the receipt of the Notice of Dispute, the Members shall attempt to resolve the dispute by mediation in good faith, and in accordance to the procedures set forth in Section 3 hereof.

Section 3.1 Initiation of Mediation. Either Member may initiate a mediation proceeding in accordance with Section 2 of the American Arbitration Association Commercial Mediation Rules (“AAA Commercial Mediation Rules”).

Section 3.2 Governing Procedures. To the extent that a matter is not addressed by this Section 3, the mediation proceedings shall be conducted with reference to the then current AAA

Page 1 -Exhibit B-

Commercial Mediation Rules. In the event of a conflict between such rules and this Section 3, this Section 3 shall govern.

Section 3.3 Appointment of Mediator. The Members shall appoint a single mediator by mutual agreement. If the Members have not agreed within ten (10) days of the request for mediation on the selection of a mediator willing to serve, the American Arbitration Association (the “AAA’) shall appoint a qualified mediator to serve.

Section 3.4 Qualifications of Mediator. The mediator shall be neutral and impartial. The mediator shall be fully active in such mediator’s occupation or profession, knowledgeable as to the subject matter involved in the dispute, and experienced in mediation proceedings. The foregoing shall not preclude otherwise qualified retired lawyers or judges.

Section 3.5 Disclosure. Any candidate for the role of mediator shall promptly disclose to the Members all actual or perceived conflicts of interest involving the dispute or the Members. No mediator may serve if such mediator has a conflict of interest involving the subject matter of the dispute or the Members. If a mediator resigns or becomes unwilling to continue to serve as a mediator, a replacement shall be selected pursuant to the procedure set forth in Section 3.6 hereof for the selection of a replacement.

Section 3.6 Replacement. A replacement of a mediator who is removed or withdraws for any reason shall be selected in accordance with the procedure set forth in Section 3.3 hereof.

Section 3.7 Compensation. The mediator shall be fully compensated for all time spent in connection with the mediation proceedings in accordance with the mediator’s hourly rate not to exceed three hundred dollars ($300) per hour, unless otherwise agreed to by the Members. The compensation shall be advanced equally by the Members.

Section 3.8 Management of the Proceedings. The mediator shall manage the mediation proceedings as the mediator deems best so as to make the same expeditious, economical, and less burdensome and adversarial than litigation. The mediator controls the procedural aspects of the mediation proceedings. The mediator shall apply the governing substantive law chosen by the Members.

Section 3.9 Authority of Mediator. The mediator does not have the authority to impose a settlement on the Members but will attempt to help them reach a satisfactory resolution of their dispute.

Section 3.10 Exchange of Information.

(a) If any member has a substantial need for documents or other material in the possession of another Member, the Members shall attempt to agree on the exchange of requested documents or other material. If they fail to agree, either Member may request a joint meeting with the mediator who shall assist the Members in reaching an agreement.

(b) At the conclusion of the mediation process, upon the request of a Member which provided documents or other material to the other Member, the recipient shall return the same to the originating Member without retaining copies thereof.

Page 2 -Exhibit B-

Section 3.11 Privacy. The mediation sessions are private. Only the Members, their representatives, and the mediator may attend the mediation sessions. Other persons may attend only with the permission of the Members and with the consent of the mediator.

Section 3.12 Termination of Mediation. The mediation proceedings shall be terminated by:

(a) the execution of a settlement agreement by the Members; or

(b) a written declaration of the mediator to the effect that further efforts at mediation are no longer worthwhile; or

(c) by a written declaration of the members to the effect that the mediation proceedings are terminated because an impasse has been reached.

Neither Member may withdraw from the proceedings before their termination.

Section 3.13 Expenses. All expenses of the mediation, and the expenses of any witness and the cost of any proofs or expert advice produced at the direct request of the mediator, shall be borne equally by the Members.

The expenses of witnesses for a Member shall be paid by the Member producing such witness.

Section 3.14 Confidentiality.

(a) The negotiation and mediation proceedings are confidential in their entirety. All negotiations pursuant to the negotiation and mediation provisions of Section 3 are confidential and shall be treated as compromise or settlement negotiations for purposes of the Federal Rules of Evidence and state rules of evidence.

(b) The Members and the mediator shall not disclose information regarding the proceedings, including settlement terms, to third parties, unless the Members otherwise agree. All third parties shall agree in writing to keep such information confidential.

(c) All records, reports, or other documents received by the mediator while serving in that capacity shall be confidential. The mediator shall not be compelled to divulge such records or to testify in regard to the mediation in any adversary proceeding or judicial forum, unless the Members otherwise agree.

The Members shall not rely on, or introduce as evidence in any wbitral, judicial, or other proceeding:

(i) views expressed or suggestions made by another Member with respect to a possible settlement of the dispute; or

(ii) admissions made by another Member in the course of the mediation proceedings; or

Page 3 -Exhibit B-

(iii) proposals made or views expressed by the mediator, or

(iv) the fact that another Member has or has not indicated willingness to accept a proposal for settlement made by the mediator, or other Member.

Section 4.0 Injunctive Relief. In the event a Panel deems it necessary in order to preserve such Member’s rights under the Operating Agreement, or to prevent irrevocable harm from an alleged violation of the Operating Agreement, such member may notwithstanding the Provisions of Sections 2 through 3 hereof, select its arbitrator as provided for in Section 5.3, and without further action request such arbitrator to issue a preliminary injunction which shall be binding on the Members in accordance with its terms. If the arbitrator issues such injunction, the same may be enforced in the manner as any final award of a Tribunal (as defined below). As soon as practical after the granting of any injunction, the Members shall resolve the dispute as provided for in this Dispute Resolution Procedure.

C. Arbitration

Section 5.0 Arbitration. If the Members are able to resolve the dispute pursuant to the aforesaid negotiation and mediation provisions within thirty (30) days following commencement of the mediation proceeding, or if the mediation proceedings are terminated, the matter shall be submitted to arbitration in accordance with the procedures set forth below.

Section 5.1 Initiation of Arbitration. The arbitration shall be initiated by either Member delivering to the other a Notice of Intention to Arbitrate as provided for in Section 6 of the AAA Commercial Arbitration Rules.

Section 5.2. Governing Procedures. The arbitration shall be conducted by and at the Office of the American Arbitration Association in Denver, Colorado (or such other place agreed upon by the Members) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Large; Complex Disputes (collectively, “AAA Guidelines”). In the event of a conflict between the AAA Guidelines and this Schedule, this Schedule shall govern. The Tribunal shall apply the governing substantive law chosen by the Members in the agreement involved in the dispute or, absent any such agreement, under applicable rules of law.

Section 5.3. Arbitration Panel. Unless the Members agree to a single arbitrator, there shall be three arbitrators, all of whom shall be fully active in their respective occupations or professions, knowledgeable as to the subject matter involved in the dispute, and experienced in arbitration proceedings. The foregoing shall not preclude otherwise qualified retired lawyers and/or judges. The arbitrators shall be chosen as follows: each Member shall have thirty (30) days from the delivery of a Notice of Intention to Arbitrate to designate an arbitrator. If a Member fails to designate an arbitrator within the thirty (30) day period, the other Member shall designate an additional arbitrator. The two (2) arbitrators chosen shall, within thirty (30) days after the designation of the arbitrator, choose the third arbitrator. If the first two arbitrators fail to agree upon a third arbitrator within thirty (30) days after the designation of the second arbitrator, the President of the AAA, or his designee, shall designate a third arbitrator having no conflict of interest involving the dispute or the Members. All arbitrators, prior to their selection, shall disclose all actual or perceived conflicts of interest involving the dispute or the Members. No

Page 4 -Exhibit B-

arbitrator may serve if such arbitrator has a conflict of interest involving the subject matter of the dispute or with the Members. The three (3) arbitrators selected shall constitute the “Tribunal.” The third arbitrator shall serve as Chairman of the Tribunal.

All arbitrators, including those nominated by a Member, shall conduct themselves as neutrals. Except as otherwise provided herein or permitted by the Tribunal, no Member or anyone acting on its behalf shall have any ex parte communication with any arbitrator with respect to any matter of substance relating to the proceeding. The arbitrators shall be fully compensated in accordance with their normal hourly rates not to exceed $300 per hour (unless otherwise agreed to by the Members) for all time spent by them in connection with the arbitration proceeding, and pending final award, their compensation and expenses, shall be advanced equally by the Members.

In the event the Members agree to a single arbitrator, the selection of the arbitrator shall be made by mutual consent.

Section 5.4. Preliminary Hearings. Within thirty (30) days after the Tribunal has been appointed, a preliminary hearing among the Tribunal and counsel for the Members shall be held for the purpose of developing a plan for the management of the arbitration, which shall then be memorialized in an appropriate order. The matters which may be addressed include, in addition to those set forth in the AAA Guidelines. the following:

(a) Definition of issues;

(b) Scope, timing and types of discovery, if any;

(c) Schedule and place(s) of hearings;

(d) Setting of other timetables;

(e) Submission of motions and briefs;

(f) Whether and to what extent expert testimony will be required, whether the Tribunal should engage one or more neutral experts, and whether, if this is done, engagement of experts by the Members can be obviated or minimized;

(g) Whether and to what extent the direct testimony of witnesses will be received by affidavit or written witness statement; and

(h) Any other matters which may promote the efficient, expeditious, and cost-effective conducting of the proceeding.

Section 5.5 Management of the Arbitration. The Tribunal shall actively manage the proceedings as it deems best so as to make the same expeditious, economical, and less burdensome and adversarial than litigation.

Section 5.6. Discovery. The Tribunal shall permit and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the

Page 5 -Exhibit B-

Members and the desirability of making discovery expeditious and cost-effective. Such discovery may include pre-hearing depositions, particularly depositions of witnesses who will not appear personally before the Tribunal to testify, if there is a substantial, demonstrated need therefor.

Section 5.7. Service of Pagers and Documents. Papers, documents, and written communications shall be served by the Members directly upon each other and the Tribunal.

Section 5.8. Replacement. If an arbitrator resigns, becomes unable or unwilling to continue to serve on the panel, or is removed, a replacement shall be selected in the same manner as that arbitrator was chosen. If, prior to the replacement of an arbitrator as described above, the remaining arbitrators cannot agree whether to accept or reject the proceedings which have already occurred in the arbitration, or if the Members mutually agree that the arbitration has been irreparably tainted by the removal or withdrawing of an arbitrator, then anew Tribunal will be selected in accordance with Section 5.3 of this Schedule and the proceedings recommenced.

Section 5.9. Confidentiality. All papers, documents, briefs, written communication, testimony and transcripts as well as any and all Tribunal decisions shall be confidential and not disclosed to anyone other than the Tribunal, the Members, or the Members’ attorneys and expert witnesses (where applicable to their testimony), except that upon prior written consent of both Members, such information may be divulged to additional third parties. All third parties shall agree in writing to keep such information confidential.

Section 5.10. Hearings. The Tribunal may limit the issues so as to focus on the core of the dispute, limit the time allotted to each Member for presentation of its case, and exclude testimony and other evidence that it deems irrelevant, cumulative or inadmissible. Hearings may be held at any place designated by the Tribunal and, in the case of particular witnesses not subject to subpoena at the usual hearing site, at a place where such witnesses can be compelled to attend and, with the consent of all Members provided that the testimony is recorded, before a single member of the Tribunal.

Section 5.11 Stenographic Hearing. There shall be a stenographic transcript of the proceedings, the cost of which shall be borne equally by the Members pending the final award of the Tribunal.

Section 5.12. Final Award. The Tribunal shall promptly (within sixty (60) days of the conclusion of the proceedings or such longer period as the Members mutually agree) determine the claims of the Members and render their final award in writing. The award shall state with specificity the findings of fact and conclusions of law on which it rests. The award rendered by the Tribunal may be converted to a judgment and enforced in any court having jurisdiction to do so and may only be appealed pursuant to Section 5.14 of this Schedule.

If applicable law allows pre-award interest, the Tribunal may, in their discretion, grant preaward interest and, if so, such interest may be at commercial rates during the relevant period. The Tribunal may award all or a part of a Member’s reasonable attorneys’ fees and costs of arbitration, taking into account the final result of arbitration, the conduct of the Members and their counsel in, the course of the arbitration, and other relevant factors. The Tribunal shall not

Page 6 -Exhibit B-

award indirect, consequential, special or punitive damages or loss of profits regardless of whether the possibility of such damage or loss was disclosed to, or reasonably foreseen by the Member against whom the claim is made; provided, however, that such damages shall be deemed to be direct damages in an award reimbursing payments made by a Member therefor to a third party. The Tribunal shall, in a final award, assess the amount of the costs of the proceedings.

Section 5.13. Corrections. Within thirty (30) days after delivery of an award to the Members, the Tribunal may make corrections on its own initiative and corrections requested by either Member, provided all such corrections are requested and made in writing and agreed to by a majority of the Tribunal.

Section 5.14. Judicial Review. Either Member may seek judicial review of the Tnbunal’s award only upon the grounds provided in Section 10(a) of Title 9 of the United States Code as amended November 15, 1990, and as subsequently amended from time to time thereafter. Any suit, action or proceeding whether at law or in equity, including any declaratory judgment or similar suit or action, constituting or pertaining to such judicial review, shall be instituted in the United States District Court for the District of Colorado in Denver, Colorado. Each Member waives any option or objection which it may now or thereafter have to the laying of the venue in any such suit, action or proceeding and irrevocably submits to the jurisdiction of any such court in any such suit; action or proceeding. Each Member agrees that a remedy at law for a violation of this Section 5.14 may not be adequate and therefore agree that the remedies of specific performance and injunctive relief shall be available in the event of any violation in addition to any other right or remedy at law or in equity to which any Member may be entitled.

If an award is reviewed and the Member seeking the review prevails, all costs and reasonable attorneys’ fees incurred by the Members in the review proceedings shall be borne by the Member incurring same. If the Member seeking the review does not prevail, it shall pay all costs and reasonable attorneys’ fees incurred by both Members in the review proceedings.

Section 5.15 Res Judicata. To the extent permitted by the law, any award by the Tribunal shall not be res judicata or have any binding effect in any unrelated litigation or arbitration where any Member may also be a member.

Page 7 -Exhibit B-

EX-3.78

Exhibit 3.78

ARTICLES OF INCORPORATION

OF

WES ACQUISITION COMPANY

ARTICLE 1. NAME

The name of the Corporation is WES Acquisition Company.

ARTICLE 2. DURATION

The period of the Corporation’s duration shall be perpetual.

ARTICLE 3. PURPOSES AND POWERS

The purpose for which the Corporation is organized is to engage in any business, trade or activity, which may lawfully be conducted by a corporation organized under the Wyoming Business Corporation Act (the “Act”).

The Corporation shall have the authority to do all things necessary or convenient to carry out its business and affairs.

ARTICLE 4. SHARES

The Corporation is authorized to issue 1,000 shares of Common Stock, having a par value of $.01 per share. The Common Stock shall have unlimited voting rights and shall be entitled to distribution of the net assets of the Corporation upon dissolution.

ARTICLE 5. REGISTERED OFFICE AND AGENT

The name of the registered agent of the Corporation and the address of its registered office are as follows:

CT Corporation System

1720 Carey Avenue

Cheyenne, WY 82001

ARTICLE 6. LIMITATION OF DIRECTOR LIABILITY

No Director of the Corporation shall be personally liable to the Corporation or any of its shareholders for monetary damages for his or her conduct as a Director or for any act or omission of any such Director, which conduct or omission takes place on or after the date this Article 6 becomes effective. However, the foregoing provision shall not eliminate or limit the liability of a Director for (a) the payment of distributions in violation of the Act § 17-16-833; (b) acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law; (c) any transaction from which the Director derived an improper personal benefit; or (d) an intentional infliction of harm on the Corporation or its shareholders. If, after

PAGE 1

this Article becomes effective, the Act is amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be deemed eliminated or limited to the fullest extent permitted by the Act, as so amended. Any repeal or modification of this Article 6 by the shareholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a Director of the Corporation for acts or omissions prior to such repeal or modification. This provision shall not eliminate or limit the liability of a Director for any act or omission occurring prior to the date this Article 6 becomes effective.

ARTICLE 7. INDEMNIFICATION

To the fullest extent not prohibited by law, the Corporation: (i) shall indemnify any person who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative investigative, or otherwise (including an action, suit or proceeding by or in the right of the Corporation), by reason of the fact that the person is or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the Corporation), by reason of the fact that the person is or was an Officer, employee or agent of the Corporation, or a fiduciary (within the meaning of the Employee Retirement Income Security Act of 1974), with respect to any employee benefit plan of the Corporation, or serves or served at the request of the Corporation as a Director or Officer of, or as a fiduciary (as defined above) of an employee benefit plan of, another corporation, partnership, joint venture, trust or other enterprise. The Article shall not be deemed exclusive of any other provisions for the indemnification of Directors, Officers, employees, or agents that may be included in any statute, bylaw, agreement, resolution of shareholders or Directors or otherwise, both as to action in any official capacity and action in any other capacity while holding office, or while an employee or agent of the Corporation. For purposes of this Article, “Corporation” shall mean WES Acquisition Company and any successor corporation thereof.

ARTICLE 8. INCORPORATOR

The name and address of the incorporator are:

Michael Gadd

Perkins Coie LLP

1211 S.W. Fifth Avenue, Suite 1500

Portland, Oregon 97204-3715

The undersigned incorporator has executed these Articles of Incorporation this 25^th day of April, 2001.

/s/ Michael Gadd

Michael Gadd, Incorporator

PAGE 2

EX-3.79

Exhibit 3.79

BYLAWS

OF

WES ACQUISITION CORPORATION

Originally adopted on: April 26, 2001

Amendments are listed on page i

CONTENTS

SECTION 1. OFFICES		1
SECTION 2. SHAREHOLDERS		1
2.1.	Annual Meeting	1
2.2.	Special Meetings	1
2.3.	Meetings by Telecommunications	1
2.4.	Place of Meeting	1
2.5.	Notice of Meeting	2
2.6.	Waiver of Notice	2
2.7.	Fixing of Record Date for Determining Shareholders	2
2.8.	Shareholders List	3
2.9.	Quorum	3
2.10.	Manner of Acting	4
2.11.	Proxies	4
2.12.	Voting of Shares	4
2.13.	Voting for Directors	4
2.14.	Action by Shareholders Without a Meeting	4
2.15.	Voting of Shares by Corporations	5
	2.15.1     Shares Held by Another Corporation	5
	2.15.2     Shares Held by the Corporation	5
2.16.	Acceptance or Rejection of Shareholder Votes, Consents, Waivers and Proxy Appointments	5
	2.16.1     Documents Bearing Name of Shareholders	5
	2.16.2     Documents Bearing Name of Third Parties	5
	2.16.3     Rejection of Documents	6
SECTION 3. BOARD OF DIRECTORS		6
3.1.	General Powers	6
3.2.	Number, Tenure and Qualifications	6
3.3.	Annual and Regular Meetings	6
3.4.	Special Meetings	6
3.5.	Meetings by Telecommunications	7
3.6.	Notice of Special Meetings	7
	3.6.1       Personal Delivery	7
	3.6.2       Delivery by Mail	7
	3.6.3       Delivery by Telegraph	7

Page i

	3.6.4       Oral Notice	7
	3.6.5       Notice by Facsimile Transmission	7
	3.6.6       Notice by Private Courier	7
3.7.	Waiver of Notice	8
	3.7.1       Written Waiver	8
	3.7.2       Waiver by Attendance	8
3.8.	Quorum	8
3.9.	Manner of Acting	8
3.10.	Presumption of Assent	8
3.11.	Action by Board or Committees Without a Meeting	8
3.12.	Resignation	9
3.13.	Removal	9
3.14.	Vacancies	9
3.15.	Minutes	9
3.16.	Executive and Other Committees	9
	3.16.1     Creation of Committees	9
	3.16.2     Authority of Committees	10
	3.16.3     Quorum and Manner of Acting	10
	3.16.4     Minutes of Meetings	10
	3.16.5     Resignation	10
	3.16.6     Removal	10
3.17.	Compensation	10
SECTION 4. OFFICERS		11
4.1.	Number	11
4.2.	Appointment and Term of Office	11
4.3.	Resignation	11
4.4.	Removal	11
4.5.	Vacancies	11
4.6.	Chair of the Board	12
4.7.	President	12
4.8.	Vice President	12
4.9.	Secretary	12
4.10.	Treasurer	12
4.11.	Salaries	13
SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS		13
5.1.	Contracts	13

Page ii

5.2.	Loans to the Corporation	13
5.3.	Loans to Directors	13
5.4.	Checks, Drafts, Etc.	13
5.5.	Deposits	14
SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER		14
6.1.	Issuance of Shares	14
6.2.	Escrow for Shares	14
6.3.	Certificates for Shares	14
6.4.	Stock Records	14
6.5.	Restriction on Transfer	15
	6.5.1       Securities Laws	15
	6.5.2       Other Restrictions	15
6.6.	Transfer of Shares	15
6.7.	Lost or Destroyed Certificates	15
6.8.	Transfer Agent and Registrar	15
6.9.	Officer Ceasing to Act	15
6.10.	Fractional Shares	16
SECTION 7. BOOKS AND RECORDS		16
SECTION 8. FISCAL YEAR		16
SECTION 9. SEAL		16
SECTION 10. INDEMNIFICATION		16
10.1.	Directors	16
10.2.	Officers, Employees and Other Agents	16
10.3.	No Presumption of Bad Faith	16
10.4.	Advances of Expenses	16
10.5.	Enforcement	17
10.6.	Nonexclusivity of Rights	17
10.7.	Survival of Rights	17
10.8.	Insurance	18
10.9.	Amendments to Law	18
10.10.	Savings Clause	18
10.11.	Certain Definitions	18
SECTION 11. AMENDMENTS		19

Page iii

BYLAWS

OF

WES ACQUISITION CORPORATION

SECTION 1. OFFICES

The principal office of the Corporation shall be located at the principal place of business or such other place as the Board of Directors (the “Board”) may designate. The Corporation may have such other offices, either within or without the State of Wyoming, as the Board may designate or as the business of the Corporation may require from time to time.

SECTION 2. SHAREHOLDERS

2.1. Annual Meeting

The annual shareholders meeting shall be held each year on a date and at a time and place to be determined by resolution of the Board, for the purpose of electing Directors and transacting such other business as may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day.

2.2. Special Meetings

The Board, the President or the Chair of the Board may call special meetings of the shareholders for any purpose. The holders of at least 25% of all the outstanding shares of the Corporation entitled to vote on any issue proposed to be considered at the proposed special meeting, if they date, sign and deliver to the Corporation’s Secretary a written demand for a special meeting describing the purpose(s) for which it is to be held, may call a special shareholders meeting for such stated purpose(s).

2.3. Meetings by Telecommunications

Shareholders of the Corporation may participate in a meeting of such shareholders by use of any means of communication by which all persons participating may simultaneously hear each other during the meeting. Participation by such means shall be deemed presence in person at the meeting.

2.4. Place of Meeting

All meetings shall be held at the principal office of the Corporation or at such other place as designated by the Board, by any persons entitled to call a meeting hereunder, or in a waiver of notice signed by all of the shareholders entitled to vote at the meeting.

Page 1

2.5. Notice of Meeting

(a) The Corporation shall cause to be delivered to each shareholder entitled to notice of or to vote at an annual or special shareholders meeting, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting, written notice stating the date, time and place of the meeting and, in the case of a special meeting, the purpose(s) for which the meeting is called.

(b) Notice to a shareholder of an annual or special shareholder meeting shall be in writing. Such notice, if in comprehensible form, is effective (a) when mailed, if it is mailed postpaid and is correctly addressed to the shareholder’s address shown in the Corporation’s then-current record of shareholders, or (b) when received by the shareholder, if it is delivered by telegraph, facsimile transmission or private courier.

(c) If an annual or special shareholders meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment, however, notice must be given to persons who are shareholders as of any new record date that is fixed with respect to the adjournment under Section 2.6(a) of these bylaws or the Wyoming Business Corporation Act (the “Act”).

2.6. Waiver of Notice

(a) Whenever any notice is required to be given to any shareholder under the provisions of these Bylaws, the Articles of Incorporation or the Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, and delivered to the Corporation for inclusion in the minutes for filing with the corporate records, shall be deemed equivalent to the giving of such notice.

(b) The attendance of a shareholder at a shareholders meeting (i) waives objection to lack of, or defect in, notice of such meeting unless the shareholder, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting; (ii) waives consideration of a particular matter that is not within the purpose(s) described in the meeting notice unless the shareholder objects to considering the matter when it is presented at the meeting.

2.7. Fixing of Record Date for Determining Shareholders

(a) For the purpose of determining shareholders entitled to notice of, or to vote at, any shareholders meeting or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or to make a determination of shareholders for any other purpose, the Board may fix in advance a date as the record date for any such determination. Such record date shall be not more than seventy (70) days prior to the date on which the particular action requiring such determination is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting, or to receive payment of a dividend, the date on which the notice of meeting is mailed or on which the resolution of the Board declaring such dividend is adopted, as the case may be, shall be the record date for such determination. Such determination shall apply to any adjournment of the meeting, provided such adjournment is not set for a date more than 120 days after the date fixed for the original meeting.

Page 2

(b) The record date for the determination of shareholders entitled to demand a special shareholder meeting shall be the date the first shareholder signs the demand.

2.8. Shareholders List

(a) After fixing a record date for a shareholders meeting, a complete alphabetical list of the shareholders entitled to notice of such meeting shall be made, arranged by voting group, and within each voting group by class or series, with the address of and number of shares held by each shareholder. This record shall be kept on file at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. Beginning two (2) business days after notice of the meeting is given and continuing through the meeting, this record shall be subject to inspection by any shareholder or his, her or its agent, on written demand, at any time during normal business hours beginning two business days. Such record shall also be kept open at such meeting for inspection by any shareholder or his, her or its agent.

(b) A shareholder who has been a shareholder of record for at least six (6) months immediately preceding such shareholder’s demand and who shall be the holder of record of at least five percent (5%) of all the outstanding shares of the Corporation may, on five (5) days written demand, copy the shareholders list at such shareholder’s expense during regular business hours, at a reasonable location specified by the corporation, provided that:

(i) Such shareholder’s demand is made in good faith and for a proper purpose;

(ii) Such shareholder has described, in the written demand, with reasonable particularity such shareholder’s purpose and the records he desires to inspect; and

(iii) The shareholders list is directly connected with such shareholder’s purpose.

2.9. Quorum

A majority of the votes entitled to be cast on a matter at a meeting by a voting group, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter at a shareholders meeting. If a quorum is not present for a Matter to be acted upon, a majority of the shares represented at the meeting may adjourn the meeting from time to time without further notice. If the necessary quorum is present or represented at a reconvened meeting following such an adjournment, any business may be transacted that might have been transacted at the meeting as originally called. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting.

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2.10. Manner of Acting

(a) If a quorum exists, action on a matter (other than the election of Directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the affirmative vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Act.

(b) If a matter is to be voted on by a single group, action on that matter is taken when voted upon by that voting group. If a matter is to be voted on by two or more voting groups, action on that matter is taken only when voted upon by each of those voting groups counted separately. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on such matter.

2.11. Proxies

A shareholder may vote by proxy executed in writing by the shareholder or by his, her or its attorney-in-fact. Such proxy shall be effective when received by the Secretary or other Officer or agent authorized to tabulate votes at the meeting. A proxy shall become invalid eleven (11) months after the date of its execution, unless otherwise expressly provided in the proxy. A proxy for a specified meeting shall entitle the holder thereof to vote at any adjournment of such meeting but shall not be valid after the final adjournment thereof.

2.12. Voting of Shares

Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a shareholders meeting.

2.13. Voting for Directors

Each shareholder may vote, in person or by proxy, the number of shares owned by such shareholder that are entitled to vote at an election of Directors, for as many persons as there are Directors to be elected and for whose election such shares have a right to vote. Unless otherwise provided in the Articles of Incorporation, Directors are elected by a plurality of the votes cast by shares entitled to vote in the election at a meeting at which a quorum is present.

2.14. Action by Shareholders Without a Meeting

Any action which could be taken at a shareholders meeting may be taken without a meeting if a written consent setting forth the action so taken is signed by all of the shareholders entitled to vote with respect to the subject matter thereof. The action shall be effective on the date on which the last signature is placed on the consent, or at such earlier or later time as is set forth therein. Such written consent, which shall have the same force and effect as a unanimous vote of the shareholders, shall be inserted in the minute book as if it were the minutes of a shareholders meeting.

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2.15. Voting of Shares by Corporations

2.15.1  Shares Held by Another Corporation

Shares standing in the name of another corporation may be voted by such Officer, agent or proxy as the bylaws of such other corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine; provided, however, such shares are not entitled to vote if the Corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of such other corporation.

2.15.2  Shares Held by the Corporation

Authorized but unissued shares shall not be voted or counted for determining whether a quorum exists at any meeting or counted in determining the total number of outstanding shares at any given time. Notwithstanding the foregoing, shares of its own stock held by the Corporation in a fiduciary capacity may be counted for purposes of determining whether a quorum exists, and may be voted by the Corporation.

2.16. Acceptance or Rejection of Shareholder Votes, Consents, Waivers and Proxy Appointments

2.16.1  Documents Bearing Name of Shareholders

If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the Secretary or other agent authorized to tabulate votes at the meeting may, if acting in good faith, accept such vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder.

2.16.2  Documents Bearing Name of Third Parties

If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of its shareholder, the Secretary or other agent authorized to tabulate votes at the meeting may nevertheless, if acting in good faith, accept such vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if:

(a) The shareholder is an entity and the name signed purports to be that of an Officer or an agent of the entity;

(b) The name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the Secretary or other agent requests, acceptable evidence of fiduciary status has been presented;

(c) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder, and, if the Secretary or other agent requests, acceptable evidence of this status has been presented;

(d) The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the Secretary or other agent requests, acceptable evidence of the signatory’s authority to sign has been presented; or

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(e) Two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.

2.16.3  Rejection of Documents

The Secretary or other agent authorized to tabulate votes at the meeting is entitled to reject a vote, consent, waiver or proxy appointment if such agent, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

SECTION 3. BOARD OF DIRECTORS

3.1. General Powers

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of the Board.

3.2. Number, Tenure and Qualifications

The Board shall consist of no less than two (2) and no more than nine (9) Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these Bylaws, but no decrease in the number of Directors shall shorten the term of any incumbent Director. The terms of the Directors expire at the next annual shareholders meeting following their election. Despite the expiration of a Director’s term, however, the Director continues to serve until the Director’s successor is elected and qualifies or until there is a decrease in the number of Directors. Directors need not be shareholders of the Corporation or residents of the State of Wyoming.

3.3. Annual and Regular Meetings

An annual Board meeting shall be held without further notice immediately after and at the same place as the annual shareholders meeting.

By resolution the Board, or any committee thereof, may specify the time and place for holding regular meetings thereof without other notice than such resolution.

3.4. Special Meetings

Special meetings of the Board or any committee designated by the Board may be called by or at the request of the Chair of the Board, or the President or any three (3) Director(s) and, in the case of any special meeting of any committee designated by the Board, by the Chair thereof. The person or persons authorized to call special meetings may fix any place either within or without the State of Wyoming as the place for holding any special Board or committee meeting called by them.

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3.5. Meetings by Telecommunications

Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by use of any means of communication by which all persons participating may simultaneously hear each other during the meeting. Participation by such means shall be deemed presence in person at the meeting.

3.6. Notice of Special Meetings

Notice of a special Board or committee meeting stating the date, time and place of the meeting shall be given to a Director in writing or orally by telephone or in person as set forth below. Neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice of such meeting.

3.6.1  Personal Delivery

If delivery is by personal service, the notice shall be effective if delivered at such address at least one day before the meeting.

3.6.2  Delivery by Mail

If notice is delivered by mail, the notice shall be deemed effective if deposited in the official government mail at least five days before the meeting properly addressed to a Director at his or her address shown on the records of the Corporation with postage prepaid.

3.6.3  Delivery by Telegraph

If notice is delivered by telegraph, the notice shall be deemed effective if the content thereof is delivered to the telegraph company by such time that the telegraph company guarantees delivery at least one day before the meeting.

3.6.4  Oral Notice

If notice is delivered orally, by telephone or in person, the notice shall be effective if personally given to a Director at least one day before the meeting.

3.6.5  Notice by Facsimile Transmission

If notice is delivered by facsimile transmission, the notice shall be deemed effective if the content thereof is transmitted to the office of a Director, at the facsimile number shown on the records of the Corporation, at least one day before the meeting, and receipt is either confirmed by confirming transmission equipment or acknowledged by the receiving office.

3.6.6  Notice by Private Courier

If notice is delivered by private courier, the notice shall be deemed effective if delivered to the courier, properly addressed and prepaid, by such time that the courier guarantees delivery at least one day before the meeting.

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3.7. Waiver of Notice

3.7.1  Written Waiver

Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or the Act, a waiver thereof in writing, executed at any time, specifying the meeting for which notice is waived, signed by the person or persons entitled to such notice, and filed with the minutes or corporate records, shall be deemed equivalent to the giving of such notice.

3.7.2  Waiver by Attendance

A Director’s attendance at or participation in a Board or committee meeting shall constitute a waiver of notice of such meeting, unless the Director, at the beginning of the meeting, or promptly upon such Director’s arrival, objects to holding the meeting or transacting any business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.8. Quorum

A majority of the number of Directors fixed by or in the manner provided by these Bylaws shall constitute a quorum for the transaction of business at any Board meeting.

3.9. Manner of Acting

The act of the majority of the Directors present at a Board or committee meeting at which there is a quorum shall be the act of the Board or committee, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Act.

3.10. Presumption of Assent

A Director of the Corporation present at a Board or committee meeting at which action on any corporate matter is taken shall be deemed to have assented to the action taken unless such Director objects at the beginning of the meeting, or promptly upon such Director’s arrival, to holding the meeting or transacting business at the meeting; or such Director’s dissent or abstention is entered in the minutes of the meeting; or such Director delivers a written notice of dissent or abstention to such action with the presiding Officer of the meeting before the adjournment thereof; or such Director forwards such notice by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. A Director who voted in favor of such action may not thereafter dissent or abstain.

3.11. Action by Board or Committees Without a Meeting

Any action which could be taken at a meeting of the Board or of any committee appointed by the Board may be taken without a meeting if a written consent setting forth the action so taken is signed, manually or by facsimile, by each Director or by each committee member. The action shall be effective when the last signature is placed on the consent, unless the consent specifies a different effective date. Such written consent, which shall have the same effect as a unanimous vote of the Directors or such committee, shall be inserted in the minute book as if it were the minutes of a Board or committee meeting.

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3.12. Resignation

Any Director may resign at any time by delivering written notice to the Chair of the Board, the Board, or to the registered office of the Corporation. Such resignation shall take effect at the time specified in the notice, or if no time is specified, upon delivery. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board.

3.13. Removal

One or more members of the Board (including the entire Board) may be removed at a shareholders meeting called expressly for that purpose, provided that the notice of such meeting states that the purpose, or one of the purposes, of the meeting is such removal. A member of the Board may be removed with or without cause, unless the Articles of Incorporation permit removal for cause only, by a vote of the holders of a majority of the shares then entitled to vote on the election of the Director(s). If a Director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove such Director.

3.14. Vacancies

Any vacancy occurring on the Board, including a vacancy resulting from an increase in the number of Directors, may be filled by the shareholders, by the Board, by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board, or by a sole remaining Director. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office; except that the term of a Director elected by the Board to fill a vacancy expires at the next shareholders meeting at which Directors are elected. If a vacant Directorship is filled by the shareholders and was held by a Director elected by a voting group of shareholders, then only the holders of shares of that voting group are entitled to vote to fill such vacancy. A vacancy that will occur at a specific later date by reason of a resignation effective at such later date or otherwise may be filled before the vacancy occurs, but the new Director may not take office until the vacancy occurs.

3.15. Minutes

The Board shall keep minutes of its meetings and shall cause them to be recorded in books kept for that purpose.

3.16. Executive and Other Committees

3.16.1  Creation of Committees

The Board, by resolution adopted by a majority of the number of Directors fixed in the manner provided by these Bylaws, may appoint standing or temporary committees, including an Executive Committee, from its own number and consisting of no less than one (1) Directors. The Board may invest such committee(s) with such powers as it may see fit, subject to such conditions as may be prescribed by the Board, these Bylaws, the Articles of Incorporation and the Act.

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3.16.2  Authority of Committees

Each committee shall have and may exercise all of the authority of the Board to the extent provided in the resolution of the Board designating the committee and any subsequent resolutions pertaining thereto and adopted in like manner, except that no such committee shall, without the express authority of the Board, have the authority to (a) authorize distributions; (b) approve or propose to shareholders actions required by the Act to be approved by shareholders; (c) fill vacancies on the Board or any committee thereof, (d) adopt, amend or repeal these Bylaws; (e) amend the Articles of Incorporation; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board; or (h) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board may authorize a committee to do so within specifically prescribed limits. The designation of such committees and the delegation thereto of authority do not alone constitute compliance by a director with the standards of conduct imposed on him or her by the Act.

3.16.3  Quorum and Manner of Acting

A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee.

3.16.4  Minutes of Meetings

All committees so appointed shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose.

3.16.5  Resignation

Any member of any committee may resign at any time by delivering written notice thereof to the Board, the Chair of the Board or the Corporation. Any such resignation shall take effect at the time specified in the notice, or if no time is specified, upon delivery. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board.

3.16.6  Removal

The Board may remove from office any member of any committee elected or appointed by it, but only by the affirmative vote of not less than a majority of the number of Directors fixed by or in the manner provided by these Bylaws.

3.17. Compensation

By Board resolution, Directors and committee members may be paid their expenses, if any, of attendance at each Board or committee meeting, or a fixed sum for attendance at each Board or committee meeting, or a stated salary as Director or a committee member, or a

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combination of the foregoing. No such payment shall preclude any Director or committee member from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 4. OFFICERS

4.1. Number

The Officers of the Corporation shall be a President and a Secretary, each of whom shall be appointed by the Board. One or more Vice Presidents, a Treasurer and such other Officers and assistant Officers, including a Chair of the Board, may be appointed by the Board; such Officers and assistant Officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any Officer may be assigned by the Board any additional title that the Board deems appropriate. The Board may delegate to any Officer or agent the power to appoint any such subordinate Officers or agents and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person.

4.2. Appointment and Term of Office

The Officers of the Corporation shall be appointed annually by the Board at the Board meeting held after the annual shareholders meeting. If the appointment of Officers is not made at such meeting, such appointment shall be made as soon thereafter as a Board meeting conveniently may be held. Unless an Officer dies, resigns, or is removed from office, he or she shall hold office until the next annual meeting of the Board or until his or her successor is appointed.

4.3. Resignation

Any Officer may resign at any time by delivering written notice to the Corporation. Any such resignation shall take effect at the time specified in the notice, or if no time is specified, upon delivery. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board.

4.4. Removal

Any Officer or agent appointed by the Board may be removed by the Board, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an Officer or agent shall not of itself create contract rights.

4.5. Vacancies

A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term, or for a new term established by the Board. If a resignation is made effective at a later date, and the Corporation accepts such future effective date, the Board may fill the pending vacancy before the effective date, if the Board provides that the successor does not take office until the effective date.

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4.6. Chair of the Board

If appointed, the Chair of the Board shall perform such duties as shall be assigned to him or her by the Board from time to time and shall preside over meetings of the Board and shareholders unless another Officer is appointed or designated by the Board as Chair of such meeting.

4.7. President

The President shall be the chief executive Officer, of the Corporation unless some other Officer is so designated by the Board, shall preside over meetings of the Board and shareholders in the absence of a Chair of the Board and, subject to the Board’s control, shall supervise and control all of the assets, business and affairs of the Corporation. The President shall have authority to sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other Officer or agent of the Corporation, or are required by law to be otherwise signed or executed by some other Officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are prescribed by the Board from time to time.

4.8. Vice President

In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President first appointed to such office) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Vice Presidents shall have, to the extent authorized by the President or the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts or other instruments. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by the Board.

4.9. Secretary

The Secretary shall (a) prepare and keep the minutes of meetings of the shareholders and the Board in one or more books provided for that purpose; (b) authenticate the corporate records; (c) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (d) be responsible for custody of the corporate records and seal of the Corporation; (e) keep registers of the post office address of each shareholder and Director; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary.

4.10. Treasurer

If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board shall determine. The

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Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.

4.11. Salaries

The salaries of the Officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No Officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the Corporation.

SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1. Contracts

The Board may authorize any Officer or Officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

5.2. Loans to the Corporation

No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

5.3. Loans to Directors

The Corporation shall not lend money to or guarantee the obligation of a Director unless (a) the particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, excluding the votes of the shares owned by or voted under the control of the benefited Director; or (b) the Board determines that the loan or guarantee benefits the Corporation and either approves the specific loan or guarantee or a general plan authorizing the loans and guarantees. The fact that a loan or guarantee is made in violation of this provision shall not affect the borrower’s liability on the loan.

5.4. Checks, Drafts, Etc.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers, or agent or agents, of the Corporation and in such manner as is from time to time determined by resolution of the Board.

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5.5. Deposits

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.

SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1. Issuance of Shares

No shares of the Corporation shall be issued unless authorized by the Board, which authorization shall include the maximum number of shares to be issued and the consideration to be received for each share. Before the Corporation issues shares, the Board shall determine that the consideration received or to be received for such shares is adequate. Such determination by the Board shall be conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable.

6.2. Escrow for Shares

The Board may authorize the placement in escrow of shares issued for a contract for future services or benefits or a promissory note, or may authorize other arrangements to restrict the transfer of shares, and may authorize the crediting of distributions in respect of such shares against their purchase price, until the services are performed, the note is paid or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the Board may cancel, in whole or in part, such shares placed in escrow or restricted and such distributions credited.

6.3. Certificates for Shares

Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board. Such certificates shall, at a minimum, state (i) the name of the Corporation; (ii) that it is organized under the laws of the State of Wyoming; (iii) the name of the person to whom the certificate is issued; and (iv) the number and class of the shares and the designation of the series, if any, that the certificate represents. Such certificates shall be signed by any two of the following Officers: the Chair of the Board, the President, any Vice President, the Treasurer, the Secretary or any Assistant Secretary. Any or all of the signatures on a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar other than the Corporation itself or an employee of the Corporation. All certificates shall be consecutively numbered or otherwise identified.

6.4. Stock Records

The stock transfer books shall be kept at the registered office or principal place of business of the Corporation or at the office of the Corporation’s transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by each such certificate and the date of issue thereof, shall be entered on the stock transfer books of the Corporation. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

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6.5. Restriction on Transfer

6.5.1  Securities Laws

Except to the extent that the Corporation has obtained an opinion of counsel acceptable to the Corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restrictions are not required, all, certificates representing shares of the Corporation shall bear conspicuously on the front or back of the certificate a legend or legends describing the restriction or restrictions.

6.5.2  Other Restrictions

In addition, the front or back of all certificates shall include conspicuous written notice of any further restrictions which may be imposed on the transferability of such shares.

6.6. Transfer of Shares

Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation pursuant to authorization or document of transfer made by the holder of record thereof or by his, her or its legal representative, who shall furnish proper evidence of authority to transfer, or by his, her or its attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and canceled.

6.7. Lost or Destroyed Certificates

In the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the Corporation as the Board may prescribe.

6.8. Transfer Agent and Registrar

The Board may from time to time appoint one or more Transfer Agents and one or more Registrars for the shares of the Corporation, with such powers and duties as the Board shall determine by resolution.

6.9. Officer Ceasing to Act

In case any Officer who has signed or whose facsimile signature has been placed upon a stock certificate shall have ceased to be such Officer before such certificate is issued, it may be issued by the Corporation with the same effect as if the signer were such Officer at the date of its issuance.

6.10. Fractional Shares

The Corporation shall not issue certificates for fractional shares.

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SECTION 7. BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account, stock transfer books, minutes of the proceedings of its shareholders and Board, all written communications to shareholders within the past three (3) years, and such other records as may be necessary or advisable.

SECTION 8. FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year, provided that if a different fiscal year is at any time selected for purposes of federal income taxes, the fiscal year shall be the year so selected.

SECTION 9. SEAL

The seal of the Corporation, if any, shall consist of the name of the Corporation and the state of its incorporation.

SECTION 10. INDEMNIFICATION

10.1. Directors

The Corporation shall indemnify its Directors to the fullest extent not prohibited by law.

10.2. Officers, Employees and Other Agents

The Corporation shall have the power to indemnify its Officers, employees and other agents to the fullest extent not prohibited by law.

10.3. No Presumption of Bad Faith

The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of this Corporation, or, with respect to any criminal proceeding, that the person had reasonable cause to believe that the conduct was unlawful.

10.4. Advances of Expenses

The expenses incurred by a Director in any proceeding shall be paid by the Corporation in advance at the written request of the Director, if the Director:

(a) Furnishes the Corporation a written affirmation of such person’s good faith belief that such person has met the standard of conduct prescribed by § 17-16-851 of the Act or that the proceeding involves conduct for which liability has been eliminated under a provision of the Articles of Incorporation.

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(b) Furnishes the Corporation a written undertaking to repay such advance if such person is not entitled to mandatory indemnification under the Act and it is ultimately determined that he has not met the standard of conduct prescribed by § 17-16-851 of the Act.

Such advances shall be made without regard to the person’s ability to repay such expenses and without regard to the person’s ultimate entitlement to indemnification under this Bylaw or otherwise.

10.5. Enforcement

Without the necessity of entering into an express contract, all rights to indemnification and advances under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Corporation and the Director who serves in such capacity at any time while this Bylaw and any other applicable law, if any, are in effect. Any right to indemnification or advances granted by this Bylaw to a Director shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (a) the claim for indemnification or advances is denied, in whole or in part, or (b) no disposition of such claim is made within ninety (90) days of request thereof. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be also paid the expense of prosecuting the claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any proceeding in advance of its final disposition when the required affirmation and undertaking have been tendered to the Corporation) that the claimant has not met the standards of conduct which makes it permissible under the law for the Corporation to indemnify the claimant, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct, nor an actual determination by the Corporation (including its Board, independent legal counsel or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

10.6. Nonexclusivity of Rights

The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of articles of incorporation, bylaws, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in the person’s official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its Directors, Officers, employees or agents respecting indemnification and advances to the fullest extent not prohibited by law.

10.7. Survival of Rights

The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a Director, Officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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10.8. Insurance

To the fullest extent not prohibited by law, the Corporation, upon approval by the Board, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

10.9. Amendments to Law

For purposes of this Bylaw, the meaning of “law” within the phrase “to the fullest extent not prohibited by law” shall include, but not be limited to, the Act, as the same exists on the date hereof or as it may be amended; provided, however, that in the case of any such amendment, such amendment shall apply only to the extent that it permits the Corporation to provide broader indemnification rights than the Act permitted the Corporation to provide prior to such amendment.

10.10. Savings Clause

If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, the Corporation shall indemnify each Director to the fullest extent permitted by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.

10.11. Certain Definitions

For the purposes of this Section, the following definitions shall apply:

(a) The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement and appeal of any threatened, pending or completed action, suit or proceeding, whether brought in the right of the Corporation or otherwise and whether civil, criminal, administrative or investigative, in which the Director may be or may have been involved as a party or otherwise by reason of the fact that the Director is or was a Director of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other entity.

(b) The term “expenses” shall be broadly construed and shall include, without limitation, all costs, charges and expenses (including fees and disbursements of attorneys, accountants and other experts) actually and reasonably incurred by a Director in connection with any proceeding, all expenses of investigations, judicial or administrative proceedings or appeals, and any expenses of establishing a right to indemnification under these Bylaws, but shall not include amounts paid in settlement, judgments or fines.

(c) “Corporation” shall mean WES Acquisition Corporation and any successor corporation thereof.

(d) Reference to a “Director,” “Officer,” “employee” or “agent” of the Corporation shall include, without limitation, situations where such person is serving at the request of the

Page 18

Corporation as a Director, Officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other entity.

(e) References to “other entities” shall include employee benefit plans.

(f) References to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan.

(g) References to “serving at the request of the Corporation” shall include any service as a Director, Officer, employee or agent of the Corporation which imposes duties on, or involves services by, such Director, Officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries.

(h) A person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Bylaw.

SECTION 11. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board at any regular or special meeting of the Board; provided, however, that the shareholders, in amending or repealing a particular Bylaw, may provide expressly that the Board may not amend or repeal that Bylaw. The shareholders may also make, alter, amend and repeal the Bylaws of the Corporation at any annual meeting or at a special meeting called for that purpose. All Bylaws made by the Board may be amended, repealed, altered or modified by the shareholders at any regular or special meeting called for that purpose.

The foregoing Bylaws were adopted by the Board of Directors of the Corporation on April 26, 2001.

/s/ William C. Hockensmith
By:	William C. Hockensmith
	Secretary

Page 19

EX-3.80

Exhibit 3.80

ARTICLES OF INCORPORATION

OF

WESTERN STATES ELECTRIC, INC.

The undersigned natural person, of the age of twenty-one years or more, acting as incorporator under the Oregon Business Corporation Act adopts the following Articles of Incorporation:

I.

Name and Duration

The name of this corporation is: WESTERN STATES ELECTRIC, INC., and its duration shall be perpetual.

II.

Purposes and Powers

The purpose or purposes for which this corporation is organized are:

1. To buy, sell, manufacture, install and generally deal in and with equipment, supplies and material for the construction, maintenance and operation of electric generating transmission and distribution systems and lines and telephone systems and lines.

2. To buy, sell, distribute, deal in and with and to manufacture any and all electrical and electronic equipment and appliances of any kind and description.

3. To buy, sell, distribute, import, export and otherwise dispose of and generally to trade and deal in and with as principal or agent, at wholesale, retail, on commission or otherwise any and all types of electrical equipment and electronic, mechanical and electromechanical, telecommunication, communication and microwave equipment and components and related and similar goods, wares and merchandise of every kind and description.

4. To engage in any lawful activity for which corporations may be organized under the Oregon Business Corporation Act.

5. This corporation shall have the corporate powers enumerated in the Oregon Business Corporation Act, and in addition thereto, and not in diminution thereof shall have the following powers:

a. To make application for, to acquire, own, hold, use and administer, all manner of letters patent, patent rights, copyrights, trademarks, trade-names, and any interest therein and to sell, assign or otherwise dispose of the same.

b. To make any guaranty respecting stocks, dividends, securities, indebtedness, interest, contracts or other obligations created by an individual, partnership, corporation, or other entity, to the extent that such guaranty is made in furtherance of the purposes set forth in this Article.

c. To enter into any lawful arrangement for joint venture, sharing profits, units of interest or cooperative association with any corporation, association, partnership, individual, or other legal entity for the carrying on of any business activity, the purpose of which is similar to the purpose set forth in this Article, and to enter into any general or limited partnership, the purpose of which is similar to such purposes.

d. To act in any state, territory, district or possession of the United States, or in any foreign country, the capacity of agent or representation for any individual, association, corporation or other legal entity, respecting any business, the purpose of which is similar to the purposes set forth therein in this Article.

Authorized Shares

The aggregate number of shares which the corporation shall have authority to issue is 25,000 all of which shares shall be common stock without par value.

-2-

IV.

Limitation on Pre-emptive Rights

No holder of common stock of the corporation shall be entitled as such, as a matter of right, to subscribe to or purchase any part of the authorized but unissued common stock or treasury stock of the corporation. Each holder of common stock consents to the issue and disposition of new issues of stock and treasury stock to such persons and upon such terms and conditions as the board of directors may from time to time fix and determine.

V.

Initial Registered Office

And Initial Registered Agent

The address of the initial registered offices of the corporation is: 6721 S.E. Woodward St., Portland, Oregon 97206. The name of the initial registered agent at such address is: Anthony V. Greco.

VI.

Directors

The number of directors constituting the initial board of directors of the corporation is three. The names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders and until their successors be elected and assume office are as follows:

Michael T. Munch	19240 S.W. Maree Corut Lake Oswego, Oregon 97034
Arthur A. Tooke	1703 S.E. 51st Ave. Portland, Oregon 97215
Anthony V. Greco	6721 S.E. Woodward St. Portland, Oregon 97206

-3-

The initial board of directors shall have the power at the organization meeting of such board to fill directorships caused by any increase in the number of directors specified by the bylaws adopted at such organization meeting, but any directorships created by an increase in the number of directors after such organization meeting shall be filled by the shareholders of the corporation.

VII.

Incorporator

The name and address of the incorporator is:

Michael T. Munch 19240 S.W. Maree Court Lake Oswego, Oregon 97034

DATED This 8^th day of July, 1976

/s/ Michael T. Munch

STATE OF OREGON	)
	)        ss.
County of Multnomah	)

I, ANTHONY V. GRECO, a Notary Public for Oregon, hereby certify that on the 8^th day of July, 1976, personally appeared before me MICHAEL T. MUNCH, being by me first duly sworn and declared that he is the person who signed the foregoing instrument as incorporator, and that the statements contained therein are true.

/s/ Anthony V. Greco

NOTARY PUBLIC FOR OREGON

My Commission Expires: December 13, 1979

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ATTACHMENT A

VOTING

Class or series of shares	Number of shares outstanding	Number of votes entitled to be cast	Number of votes cast FOR	Number of votes cast AGAINST
Common Stock	5,805	5,805	5,805	0

ATTACHMENT B

RESTATED ARTICLES OF INCORPORATION

RESTATED ARTICLES OF INCORPORATION

OF

WESTERN STATES ELECTRIC, INC.

ARTICLE 1. NAME

The name of the corporation is WESTERN STATES ELECTRIC, INC.

ARTICLE 2. DURATION

The period of the corporation’s duration shall be perpetual.

ARTICLE 3. PURPOSES AND POWERS

The purpose for which the corporation is organized is to engage to any business, trade or activity which may lawfully be conducted by a corporation organized under the Oregon Business Corporation Act.

The corporation shall have the authority to engage in any and all such activities as are incidental or conducive to the attainment of the purposes of the corporation and to exercise any and all powers authorized or permitted under any laws that may be now or hereafter applicable or available to the corporation.

ARTICLE 4. SHARES

4.1 Authorized Capital

The corporation shall have authority to issue 25,000 shares of voting common stock, and each share shall have no par value.

4.2 Distributions to Shareholders

The Board of Directors’ right to authorize and make distributions to its shareholders is subject to the restrictions set forth in ORS 60.181 and such other applicable legal restrictions as are or may hereafter become effective; provided, however, that for purposes of the determination to be made by the Board of Directors pursuant to ORS 60.181(3), the Board of Directors need not consider the amount that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

ARTICLE 5. SHAREHOLDER ACTION WITHOUT MEETING

Action required or permitted by the Oregon Business Corporation Act or these Articles of Incorporation to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by shareholders having not less than the minimum number of votes that would be

Page 1

necessary to take such action at a meeting at which all shareholders entitled to vote on the action were present and voted.

ARTICLE 6. LIMITATION OF DIRECTOR LIABILITY

To the fullest extent that the Oregon Business Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of the corporation shall not be liable to the corporation or its shareholders for any monetary damages for conduct as a director. Any amendment to ore peal of this Article or amendment to the Oregon Business Corporation Act shall not adversely affect any right or protection of a director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE 7. INDEMNIFICATION

To the fullest extent not prohibited by law, the corporation: (i) shall indemnify any person who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the corporation), by reason of the fact that the person is or was a director of the corporation, and (ii) may indemnify any person who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the corporation), by reason of the fact that the person is or was an officer, employee or agent of the corporation, or a fiduciary (within the meaning of the Employee Retirement Income Security Act of 1974), with respect to any employee benefit plan of the corporation, or serves or served at the request of the corporation as a director or officer of, or as a fiduciary (as defined above) of any employee benefit plan of, another corporation, partnership, joint venture, trust or other enterprise. This Article shall not be deemed exclusive of any other provisions for the indemnification of directors, officers, employees, or agents that may be included in any statute, bylaw, agreement, resolution of shareholders or directors of otherwise, both as to action in any official capacity and action in any other capacity while holding office, or while an employee or agent of the corporation. For purposes of this Article, “corporation” shall mean the corporation incorporated hereunder and any successor corporation thereof.

ARTICLE 8. NOTICES

The address where the State of Oregon Corporation Division may mail notices to the corporation is:

9151 S.E. McBrod

Portland, OR 97222

Page 2

EX-3.81

Exhibit 3.81

RESTATED BYLAWS

OF

WESTERN STATES ELECTRIC, INC.

Originally adopted on: April 1, 2004

Amendments are listed on page i

AMENDMENTS

Section Effect of Amendment Date of Amendment

Page i

CONTENTS

SECTION 1. OFFICES			1
SECTION 2. SHAREHOLDERS			1
2.1	Annual Meeting		1
2.2	Special Meetings		1
2.3	Meetings by Telecommunications		1
2.4	Place of Meeting		1
2.5	Notice of Meeting		2
2.6	Waiver of Notice		2
2.7	Fixing of Record Date for Determining Shareholders		2
2.8	Shareholders’ List		3
2.9	Quorum		3
2.10	Manner of Acting		4
2.11	Proxies		4
2.12	Voting of Shares		4
2.13	Voting for Directors		4
2.14	Action by Shareholders Without a Meeting		4
	2.14.1	Record Date for Action by Shareholders Without a Meeting	4
	2.14.2	Unanimous Written Consent	5
	2.14.3	Nonunanimous Written Consent	5
2.15	Voting of Shares by Corporations		5
	2.15.1	Shares Held by Another Corporation	5
	2.15.2	Shares Held by the Corporation	6
2.16	Acceptance or Rejection of Shareholder Votes, Consents, Waivers and Proxy Appointments		6
	2.16.1	Documents Bearing Name of Shareholders	6
	2.16.2	Documents Bearing Name of Third Parties	6
	2.16.3	Rejection of Documents	6

Page i

SECTION 3. BOARD OF DIRECTORS			7
3.1	General Powers		7
3.2	Number, Tenure and Qualifications		7
3.3	Annual and Regular Meetings		7
3.4	Special Meetings		7
3.5	Meetings by Telecommunications		7
3.6	Notice of Special Meetings		8
	3.6.1	Personal Delivery	8
	3.6.2	Delivery by Mail	8
	3.6.3	Delivery by Telegraph	8
	3.6.4	Oral Notice	8
	3.6.5	Notice by Facsimile Transmission	8
	3.6.6	Notice by Private Courier	8
	3.6.7	Notice by Electronic Transmission	8
3.7	Waiver of Notice		9
	3.7.1	Written Waiver	9
	3.7.2	Waiver by Attendance	9
3.8	Quorum		9
3.9	Manner of Acting		9
3.10	Presumption of Assent		9
3.11	Action by Board or Committees Without a Meeting		10
3.12	Resignation		10
3.13	Removal		10
3.14	Vacancies		10
3.15	Minutes		11
3.16	Executive and Other Committees		11
	3.16.1	Creation of Committees	11
	3.16.2	Authority of Committees	11
	3.16.3	Quorum and Manner of Acting	11
	3.16.4	Minutes of Meetings	11

Page ii

	3.16.5	Resignation	12
	3.16.6	Removal	12
3.17	Compensation		12
SECTION 4. OFFICERS			12
4.1	Number		12
4.2	Appointment and Term of Office		12
4.3	Resignation		13
4.4	Removal		13
4.5	Vacancies		13
4.6	Chair of the Board		13
4.7	President		13
4.8	Vice President		14
4.9	Secretary		14
4.10	Treasurer		14
4.11	Salaries		14
SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS			15
5.1	Contracts		15
5.2	Loans to the Corporation		15
5.3	Loans to Directors		15
5.4	Checks, Drafts, Etc.		15
5.5	Deposits		15
SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER			15
6.1	Issuance of Shares		15
6.2	Escrow for Shares		16
6.3	Certificates for Shares		16
6.4	Stock Records		16
6.5	Restriction on Transfer		16
	6.5.1	Securities Laws	16
	6.5.2	Other Restrictions	17
6.6	Transfer of Shares		17

Page iii

6.7	Lost or Destroyed Certificates	17
6.8	Transfer Agent and Registrar	17
6.9	Officer Ceasing to Act	17
6.10	Fractional Shares	17
SECTION 7. BOOKS AND RECORDS		17
SECTION 8. FISCAL YEAR		18
SECTION 9. SEAL		18
SECTION 10. INDEMNIFICATION		18
10.1	Directors	18
10.2	Officers, Employees and Other Agents	18
10.3	No Presumption of Bad Faith	18
10.4	Advances of Expenses	18
10.5	Enforcement	19
10.6	Nonexclusivity of Rights	19
10.7	Survival of Rights	19
10.8	Insurance	20
10.9	Amendments to Law	20
10.10	Savings Clause	20
10.11	Certain Definitions	20
SECTION 11. AMENDMENTS		21

Page iv

RESTATED BYLAWS

OF

WESTERN STATES ELECTRIC, INC.

SECTION 1. OFFICES

The principal office of the Corporation shall be located at the principal place of business or such other place as the Board of Directors (the “Board”) may designate. The Corporation may have such other offices, either within or without the State of Oregon, as the Board may designate or as the business of the Corporation may require from time to time.

SECTION 2. SHAREHOLDERS

2.1 Annual Meeting

The annual meeting of the shareholders shall be held the third Wednesday of March at 5:00 p.m., in each year, or on such other day and at such other time as shall be fixed by resolution of the Board, at the principal office of the Corporation or such other place as fixed by the Board, for the purpose of electing Directors and transacting such other business as may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day.

2.2 Special Meetings

The Board, the President or the Chair of the Board may call special meetings of the shareholders for any purpose. The holders of not less than one-tenth of all the outstanding shares of the Corporation entitled to vote on any issue proposed to be considered at the proposed special meeting, if they date, sign and deliver to the Corporation’s Secretary a written demand for a special meeting describing the purpose(s) for which it is to be held, may call a special meeting of the shareholders for such stated purpose(s).

2.3 Meetings by Telecommunications

Shareholders of the Company may participate in a meeting of such shareholders by use of any means of communication by which all persons participating may simultaneously hear each other during the meeting. Participation by such means shall be deemed presence in person at the meeting.

2.4 Place of Meeting

All meetings shall be held at the principal office of the Corporation or at such other place as designated by the Board, by any persons entitled to call a meeting

Page 1

hereunder, or in a waiver of notice signed by all of the shareholders entitled to vote at the meeting.

2.5 Notice of Meeting

(a) The Corporation shall cause to be delivered to each shareholder entitled to notice of or to vote at an annual or special meeting of shareholders, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting, written notice stating the date, time and place of the meeting and, in the case of a special meeting, the purpose(s) for which the meeting is called.

(b) Notice to a shareholder of an annual or special shareholder meeting shall be in writing. Such notice, if in comprehensible form, is effective (a) when mailed, if it is mailed postpaid and is correctly addressed to the shareholder’s address shown in the Corporation’s then-current record of shareholders, or (b) when received by the shareholder, if it is delivered by telegraph, facsimile transmission or private courier.

(c) If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment, unless a new record date for the adjourned meeting is or must be fixed under Section 2.7(a) of these bylaws or the Oregon Business Corporation Act.

2.6 Waiver of Notice

(a) Whenever any notice is required to be given to any shareholder under the provisions of these Bylaws, the Articles of Incorporation or the Oregon Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, and delivered to the Corporation for inclusion in the minutes for filing with the corporate records, shall be deemed equivalent to the giving of such notice.

(b) The attendance of a shareholder at a meeting waives objection to lack of, or defect in, notice of such meeting or of consideration of a particular matter at the meeting, unless the shareholder, at the beginning of the meeting or prior to consideration of such matter, objects to holding the meeting, transacting business at the meeting, or considering the matter when presented at the meeting.

2.7 Fixing of Record Date for Determining Shareholders

(a) For the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board may fix in advance a date as the record date for any such determination. Such record date shall be not more than seventy (70) days, and in case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting, or to

Page 2

receive payment of a dividend, the date on which the notice of meeting is mailed or on which the resolution of the Board declaring such dividend is adopted, as the case may be, shall be the record date for such determination. Such determination shall apply to any adjournment of the meeting, provided such adjournment is not set for a date more than 120 days after the date fixed for the original meeting.

(b) The record date for the determination of shareholders entitled to demand a special shareholder meeting shall be the date the first shareholder signs the demand.

2.8 Shareholders’ List

(a) Beginning two (2) business days after notice of a meeting of shareholders is given, a complete alphabetical list of the shareholders entitled to notice of such meeting shall be made, arranged by voting group, and within each voting group by class or series, with the address of and number of shares held by each shareholder. This record shall be kept on file at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. On written demand, this record shall be subject to inspection by any shareholder at any time during normal business hours. Such record shall also be kept open at such meeting for inspection by any shareholder.

(b) A shareholder may, on written demand, copy the shareholders’ list at such shareholder’s expense during regular business hours, provided that:

(i) Such shareholder’s demand is made in good faith and for a proper purpose;

(ii) Such shareholder has described with reasonable particularity such shareholder’s purpose in the written demand; and

(iii) The shareholders’ list is directly connected with such shareholder’s purpose.

2.9 Quorum

A majority of the votes entitled to be cast on a matter at a meeting by a voting group, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter at a meeting of the shareholders. If a quorum is not present for a matter to be acted upon, a majority of the shares represented at the meeting may adjourn the meeting from time to time without further notice. If the necessary quorum is present or represented at a reconvened meeting following such an adjournment, any business may be transacted that might have been transacted at the meeting as originally called. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Page 3

2.10 Manner of Acting

(a) If a quorum exists, action on a matter (other than the election of Directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the affirmative vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Oregon Business Corporation Act.

(b) If a matter is to be voted on by a single group, action on that matter is taken when voted upon by that voting group. If a matter is to be voted on by two or more voting groups, action on that matter is taken only when voted upon by each of those voting groups counted separately. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on such matter.

2.11 Proxies

A shareholder may vote by proxy executed in writing by the shareholder or by his or her attorney-in-fact. Such proxy shall be effective when received by the Secretary or other officer or agent authorized to tabulate votes at the meeting. A proxy shall become invalid eleven (11) months after the date of its execution, unless otherwise expressly provided in the proxy. A proxy for a specified meeting shall entitle the holder thereof to vote at any adjournment of such meeting but shall not be valid after the final adjournment thereof.

2.12 Voting of Shares

Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

2.13 Voting for Directors

Each shareholder may vote, in person or by proxy, the number of shares owned by such shareholder that are entitled to vote at an election of Directors, for as many persons as there are Directors to be elected and for whose election such shares have a right to vote. Unless otherwise provided in the Articles of Incorporation, Directors are elected by a plurality of the votes cast by shares entitled to vote in the election at a meeting at which a quorum is present.

2.14 Action by Shareholders Without a Meeting

2.14.1  Record Date for Action by Shareholders Without a Meeting

If not otherwise determined under these Bylaws or under the Oregon Business Corporation Act, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs a consent pursuant to this section 2.14.

Page 4

2.14.2  Unanimous Written Consent

Any action which could be taken at a meeting of the shareholders may be taken without a meeting if a written consent setting forth the action so taken is signed by all shareholders entitled to vote with respect to the subject matter thereof and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Action taken by unanimous written consent is effective when the last shareholder signs the consent, unless the consent or consents specify an earlier or later effective date. If the Oregon Business Corporation Act requires that notice of proposed action be given to nonvoting shareholders (shareholders not entitled to vote on the proposed action) and the action is to be taken by unanimous consent of the voting shareholders, the corporation must give such nonvoting shareholders written notice of the proposed action at least 10 days before the action is taken. Such notice, if required, must be accompanied by the same material that, under the Oregon Business Corporation Act, would have been required to be sent to such shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

2.14.3  Nonunanimous Written Consent

If the Articles of Incorporation so provide, any action which could be taken at a meeting of the shareholders may be taken without a meeting if a written consent setting forth the action so taken is signed by shareholders having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shareholders entitled to vote on the action were present and voted and such nonunanimous consent is delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Action taken by nonunanimous written consent is effective when the consent or consents bearing sufficient signatures are delivered to the Corporation, unless the consent or consents specify an earlier or later effective date. The Corporation must give written notice of the action taken by nonunanimous written consent promptly after the action is taken to (a) shareholders who did not consent in writing to the action and (b) if the Oregon Business Corporation Act requires that notice of the proposed action be given to nonvoting shareholders (shareholders not entitled to vote on the proposed action), to such nonvoting shareholders. Such notice must be accompanied by the same material that, under the Oregon Business Corporation Act, would have been required to be sent to such shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

2.15 Voting of Shares by Corporations

2.15.1  Shares Held by Another Corporation

Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such other corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine; provided, however, such shares are not entitled to vote if the Corporation owns, directly or indirectly, a majority of the shares entitled to vote for Directors of such other corporation.

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2.15.2  Shares Held by the Corporation

Authorized but unissued shares shall not be voted or counted for determining whether a quorum exists at any meeting or counted in determining the total number of outstanding shares at any given time. Notwithstanding the foregoing, shares of its own stock held by the Corporation in a fiduciary capacity may be counted for purposes of determining whether a quorum exists, and may be voted by the Corporation.

2.16 Acceptance or Rejection of Shareholder Votes, Consents, Waivers and Proxy Appointments

2.16.1  Documents Bearing Name of Shareholders

If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the Secretary or other agent authorized to tabulate votes at the meeting may, if acting in good faith, accept such vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder.

2.16.2  Documents Bearing Name of Third Parties

If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of its shareholder, the Secretary or other agent authorized to tabulate votes at the meeting may nevertheless, if acting in good faith, accept such vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if:

(a) The shareholder is an entity and the name signed purports to be that of an officer or an agent of the entity;

(b) The name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the Secretary or other agent requests, acceptable evidence of fiduciary status has been presented;

(c) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder, and, if the Secretary or other agent requests, acceptable evidence of this status has been presented;

(d) The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the Secretary or other agent requests, acceptable evidence of the signatory’s authority to sign has been presented; or

(e) Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.

2.16.3  Rejection of Documents

The Secretary or other agent authorized to tabulate votes at the meeting is entitled to reject a vote, consent, waiver or proxy appointment if such agent, acting in good faith,

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has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

SECTION 3. BOARD OF DIRECTORS

3.1 General Powers

The business and affairs of the Corporation shall be managed by the Board, except as may be otherwise provided in these Bylaws, the Articles of Incorporation or the Oregon Business Corporation Act.

3.2 Number, Tenure and Qualifications

The Board shall consist of no less than three and no more than nine Directors, the specific number to be set by resolution of the Board or the shareholders. The number of Directors may be changed from time to time by amendment to these Bylaws, but no decrease in the number of Directors shall shorten the term of any incumbent Director. The terms of the Directors expire at the next annual shareholder’s meeting following their election. Despite the expiration of a Director’s term, however, the Director continues to serve until the Director’s successor is elected and qualifies or until there is a decrease in the number of Directors. Directors need not be shareholders of the Corporation or residents of the State of Oregon.

3.3 Annual and Regular Meetings

An annual Board meeting shall be held without further notice immediately after and at the same place as the annual meeting of shareholders.

By resolution the Board, or any committee thereof, may specify the time and place for holding regular meetings thereof without other notice than such resolution.

3.4 Special Meetings

Special meetings of the Board or any committee designated by the Board may be called by or at the request of the Chair of the Board, or the President or any two Director(s) and, in the case of any special meeting of any committee designated by the Board, by the Chair thereof. The person or persons authorized to call special meetings may fix any place either within or without the State of Oregon as the place for holding any special Board or committee meeting called by them.

3.5 Meetings by Telecommunications

Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by use of any means of communication by which all persons participating may simultaneously hear each other during the meeting. Participation by such means shall be deemed presence in person at the meeting.

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3.6 Notice of Special Meetings

Notice of a special Board or committee meeting stating the date, time and place of the meeting shall be given to a Director in writing or orally by telephone or in person as set forth below. Neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice of such meeting.

3.6.1  Personal Delivery

If delivery is by personal service, the notice shall be effective if delivered at such address at least one day before the meeting.

3.6.2  Delivery by Mail

If notice is delivered by mail, the notice shall be deemed effective if deposited in the official government mail at least five days before the meeting properly addressed to a Director at his or her address shown on the records of the Corporation with postage prepaid.

3.6.3  Delivery by Telegraph

If notice is delivered by telegraph, the notice shall be deemed effective if the content thereof is delivered to the telegraph company by such time that the telegraph company guarantees delivery at least one day before the meeting.

3.6.4  Oral Notice

If notice is delivered orally, by telephone or in person, the notice shall be effective if personally given to a Director at least one day before the meeting.

3.6.5  Notice by Facsimile Transmission

If notice is delivered by facsimile transmission, the notice shall be deemed effective if the content thereof is transmitted to the office of a Director, at the facsimile number shown on the records of the Corporation, at least one day before the meeting, and receipt is either confirmed by confirming transmission equipment or acknowledged by the receiving office.

3.6.6  Notice by Private Courier

If notice is delivered by private courier, the notice shall be deemed effective if delivered to the courier, properly addressed and prepaid, by such time that the courier guarantees delivery at least one day before the meeting.

3.6.7  Notice by Electronic Transmission

If notice is delivered by electronic transmission, the notice shall be deemed effective if the content thereof is transmitted to the office of a Director, at the email

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address shown on the records of the Corporation, at least one day before the meeting, and receipt is either confirmed by confirming electronic equipment or acknowledged by the receiving Director.

3.7 Waiver of Notice

3.7.1  Written Waiver

Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or the Oregon Business Corporation Act, a waiver thereof in writing, executed at any time, specifying the meeting for which notice is waived, signed by the person or persons entitled to such notice, and filed with the minutes or corporate records, shall be deemed equivalent to the giving of such notice.

3.7.2  Waiver by Attendance

The attendance of a Director at a Board or committee meeting shall constitute a waiver of notice of such meeting, unless the Director, at the beginning of the meeting, or promptly upon such Director’s arrival, objects to holding the meeting or transacting any business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.8 Quorum

A majority of the number of Directors fixed by or in the manner provided by these Bylaws shall constitute a quorum for the transaction of business at any Board meeting.

3.9 Manner of Acting

The act of the majority of the Directors present at a Board or committee meeting at which there is a quorum shall be the act of the Board or committee, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Oregon Business Corporation Act.

3.10 Presumption of Assent

A Director of the Corporation present at a Board or committee meeting at which action on any corporate matter is taken shall be deemed to have assented to the action taken unless such Director objects at the beginning of the meeting, or promptly upon such Director’s arrival, to holding the meeting or transacting business at the meeting; or such Director’s dissent is entered in the minutes of the meeting; or such Director delivers a written notice of dissent or abstention to such action with the presiding officer of the meeting before the adjournment thereof; or such Director forwards such notice by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. A Director who voted in favor of such action may not thereafter dissent or abstain.

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3.11 Action by Board or Committees Without a Meeting

Any action which could be taken at a meeting of the Board or of any committee appointed by the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each Director or by each committee member.

The action shall be effective when the last signature is placed on the consent, unless the consent specifies an earlier or later date. Such written consent, which shall have the same effect as a unanimous vote of the Directors or such committee, shall be inserted in the minute book as if it were the minutes of a Board or committee meeting.

3.12 Resignation

Any Director may resign at any time by delivering written notice to the Chair of the Board, the Board, or to the registered office of the Corporation. Such resignation shall take effect at the time specified in the notice, or if no time is specified, upon delivery. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board.

3.13 Removal

One or more members of the Board (including the entire Board) may be removed at a meeting of shareholders called expressly for that purpose, provided that the notice of such meeting states that the purpose, or one of the purposes, of the meeting is such removal. A member of the Board may be removed with or without cause, unless the Articles of Incorporation permit removal for cause only, by a vote of the holders of a majority of the shares then entitled to vote on the election of the Director(s). A Director may be removed only if the number of votes cast to remove the Director exceeds the number of votes cast to not remove the Director. If a Director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove such Director.

3.14 Vacancies

Any vacancy occurring on the Board, including a vacancy resulting from an increase in the number of Directors, may be filled by the shareholders, by the Board, by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board, or by a sole remaining Director. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office; except that the term of a Director elected by the Board to fill a vacancy expires at the next shareholders’ meeting at which Directors are elected. Any Directorship to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of a majority of the number of Directors fixed by the Bylaws prior to such increase for a term of office continuing only until the next election of Directors by the shareholders. Any Directorship not so filled by the Directors shall be filled by election at the next annual meeting of shareholders or at a special meeting of shareholders called for that purpose. If the vacant Directorship is filled by the shareholders and was held by a Director elected by a voting group of shareholders,

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then only the holders of shares of that voting group are entitled to vote to fill such vacancy. A vacancy that will occur at a specific later date by reason of a resignation effective at such later date or otherwise may be filled before the vacancy occurs, but the new Director may not take office until the vacancy occurs.

3.15 Minutes

The Board shall keep minutes of its meetings and shall cause them to be recorded in books kept for that purpose.

3.16 Executive and Other Committees

3.16.1  Creation of Committees

The Board, by resolution adopted by a majority of the number of Directors fixed in the manner provided by these Bylaws, may appoint standing or temporary committees, including an Executive Committee, from its own number and consisting of no less than two (2) Directors. The Board may invest such committee(s) with such powers as it may see fit, subject to such conditions as may be prescribed by the Board, these Bylaws, the Articles of Incorporation and the Oregon Business Corporation Act.

3.16.2  Authority of Committees

Each committee shall have and may exercise all of the authority of the Board to the extent provided in the resolution of the Board designating the committee and any subsequent resolutions pertaining thereto and adopted in like manner, except that no such committee shall have the authority to (a) authorize distributions, except as may be permitted by Section 3.16.2(g) of these Bylaws; (b) approve or propose to shareholders actions required by the Oregon Business Corporation Act to be approved by shareholders; (c) fill vacancies on the Board or any committee thereof; (d) adopt, amend or repeal these Bylaws; (e) amend the Articles of Incorporation; (f) approve a plan of merger not requiring shareholder approval; or (g) authorize or approve reacquisition of shares, except within limits prescribed by the Board.

3.16.3  Quorum and Manner of Acting

A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee.

3.16.4  Minutes of Meetings

All committees so appointed shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose.

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3.16.5  Resignation

Any member of any committee may resign at any time by delivering written notice thereof to the Board, the Chair of the Board or the Corporation. Any such resignation shall take effect at the time specified in the notice, or if no time is specified, upon delivery. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board.

3.16.6  Removal

The Board may remove from office any member of any committee elected or appointed by it, but only by the affirmative vote of not less than a majority of the number of Directors fixed by or in the manner provided by these Bylaws.

3.17 Compensation

By Board resolution, Directors and committee members may be paid for their services as Directors and committee members in such amounts and form as specified in such resolution, which may include, without limitation, their expenses, if any, of attendance at each Board or committee meeting, or a fixed sum for attendance at each Board or committee meeting, or a stated salary as Director or a committee member, or stock options or other form of equity compensation, or a combination of the foregoing. No such payment shall preclude any Director or committee member from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 4. OFFICERS

4.1 Number

The Officers of the Corporation shall be a President and a Secretary, each of whom shall be appointed by the Board. One or more Vice Presidents, a Treasurer and such other Officers and assistant Officers, including a Chair of the Board, may be appointed by the Board; such Officers and assistant Officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any Officer may be assigned by the Board any additional title that the Board deems appropriate. The Board may delegate to any Officer or agent the power to appoint any such subordinate Officers or agents and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person.

4.2 Appointment and Term of Office

The Officers of the Corporation shall be appointed annually by the Board at the Board meeting held after the annual meeting of the shareholders. If the appointment of Officers is not made at such meeting, such appointment shall be made as soon thereafter as a Board meeting conveniently may be held. Unless an Officer dies, resigns, or is

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removed from office, he or she shall hold office until the next annual meeting of the Board or until his or her successor is appointed.

4.3 Resignation

Any Officer may resign at any time by delivering written notice to the Corporation. Any such resignation shall take effect at the time specified in the notice, or if no time is specified, upon delivery. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board.

4.4 Removal

Any Officer or agent appointed by the Board may be removed by the Board, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an Officer or agent shall not of itself create contract rights.

4.5 Vacancies

A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term, or for a new term established by the Board. If a resignation is made effective at a later date, and the Corporation accepts such future effective date, the Board may fill the pending vacancy before the effective date, if the Board provides that the successor does not take office until the effective date.

4.6 Chair of the Board

If appointed, the Chair of the Board shall perform such duties as shall be assigned to him or her by the Board from time to time and shall preside over meetings of the Board and shareholders unless another Officer is appointed or designated by the Board as Chair of such meeting.

4.7 President

The President shall be the chief executive officer of the Corporation unless some other Officer is so designated by the Board, shall preside over meetings of the Board and shareholders in the absence of a Chair of the Board and, subject to the Board’s control, shall supervise and control all of the assets, business and affairs of the Corporation. The President shall have authority to sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other Officer or agent of the Corporation, or are required by law to be otherwise signed or executed by some other Officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are prescribed by the Board from time to time.

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4.8 Vice President

In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President first appointed to such office) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Vice Presidents shall have, to the extent authorized by the President or the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts or other instruments. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by the Board.

4.9 Secretary

The Secretary shall (a) prepare and keep the minutes of meetings of the shareholders and the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be responsible for custody of the corporate records and seal of the corporation; (d) keep registers of the post office address of each shareholder and Director; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary.

4.10 Treasurer

If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.

4.11 Salaries

The salaries of the Officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No Officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the Corporation.

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SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1 Contracts

The Board may authorize any Officer or Officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

5.2 Loans to the Corporation

No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

5.3 Loans to Directors

The Corporation shall not lend money to or guarantee the obligation of a Director unless (a) the particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, excluding the votes of the shares owned by or voted under the control of the benefited Director; or (b) the Board determines that the loan or guarantee benefits the Corporation and either approves the specific loan or guarantee or a general plan authorizing the loans and guarantees. The fact that a loan or guarantee is made in violation of this provision shall not affect the borrower’s liability on the loan.

5.4 Checks, Drafts, Etc.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers, or agent or agents, of the Corporation and in such manner as is from time to time determined by resolution of the Board.

5.5 Deposits

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.

SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1 Issuance of Shares

No shares of the Corporation shall be issued unless authorized by the Board, which authorization shall include the maximum number of shares to be issued and the consideration to be received for each share. Before the Corporation issues shares, the Board shall determine that the consideration received or to be received for such shares is adequate. Such determination by the Board shall be conclusive insofar as the adequacy of

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consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable.

6.2 Escrow for Shares

The Board may authorize the placement in escrow of shares issued for a contract for future services or benefits or a promissory note, or may authorize other arrangements to restrict the transfer of shares, and may authorize the crediting of distributions in respect of such shares against their purchase price, until the services are performed, the note is paid or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the Board may cancel, in whole or in part, such shares placed in escrow or restricted and such distributions credited.

6.3 Certificates for Shares

Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board. Such certificates shall be signed by any two of the following Officers: the Chair of the Board, the President, any Vice President, the Treasurer, the Secretary or any Assistant Secretary. Any or all of the signatures on a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar other than the Corporation itself or an employee of the Corporation. All certificates shall be consecutively numbered or otherwise identified.

6.4 Stock Records

The stock transfer books shall be kept at the registered office or principal place of business of the Corporation or at the office of the Corporation’s transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by each such certificate and the date of issue thereof, shall be entered on the stock transfer books of the Corporation. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

6.5 Restriction on Transfer

6.5.1   Securities Laws

Except to the extent that the Corporation has obtained an opinion of counsel acceptable to the Corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restrictions are not required, all certificates representing shares of the Corporation shall bear conspicuously on the front or back of the certificate a legend or legends describing the restriction or restrictions.

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6.5.2   Other Restrictions

In addition, the front or back of all certificates shall include conspicuous written notice of any further restrictions which may be imposed on the transferability of such shares.

6.6 Transfer of Shares

Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation pursuant to authorization or document of transfer made by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and cancelled.

6.7 Lost or Destroyed Certificates

In the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the Corporation as the Board may prescribe.

6.8 Transfer Agent and Registrar

The Board may from time to time appoint one or more Transfer Agents and one or more Registrars for the shares of the Corporation, with such powers and duties as the Board shall determine by resolution.

6.9 Officer Ceasing to Act

In case any Officer who has signed or whose facsimile signature has been placed upon a stock certificate shall have ceased to be such Officer before such certificate is issued, it may be issued by the Corporation with the same effect as if the signer were such Officer at the date of its issuance.

6.10 Fractional Shares

The Corporation shall not issue certificates for fractional shares.

SECTION 7. BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account, stock transfer books, minutes of the proceedings of its shareholders and Board and such other records as may be necessary or advisable.

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SECTION 8. FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year, provided that if a different fiscal year is at any time selected for purposes of federal income taxes, the fiscal year shall be the year so selected.

SECTION 9. SEAL

The seal of the Corporation, if any, shall consist of the name of the Corporation and the state of its incorporation.

SECTION 10. INDEMNIFICATION

10.1 Directors

The Corporation shall indemnify its Directors to the fullest extent not prohibited by law.

10.2 Officers, Employees and Other Agents

The Corporation shall have the power to indemnify its Officers, employees and other agents to the fullest extent not prohibited by law.

10.3 No Presumption of Bad Faith

The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of this Corporation, or, with respect to any criminal proceeding, that the person had reasonable cause to believe that the conduct was unlawful.

10.4 Advances of Expenses

The expenses incurred by a Director in any proceeding shall be paid by the Corporation in advance at the written request of the Director, if the Director:

(a) Furnishes the Corporation a written affirmation of such person’s good faith belief that such person is entitled to be indemnified by the Corporation; and

(b) Furnishes the Corporation a written undertaking to repay such advance to the extent that it is ultimately determined by a court that such person is not entitled to be indemnified by the Corporation. Such advances shall be made without regard to the person’s ability to repay such expenses and without regard to the person’s ultimate entitlement to indemnification under this Bylaw or otherwise.

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10.5 Enforcement

Without the necessity of entering into an express contract, all rights to indemnification and advances under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Corporation and the Director who serves in such capacity at any time while this Bylaw and any other applicable law, if any, are in effect. Any right to indemnification or advances granted by this Bylaw to a Director shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (a) the claim for indemnification or advances is denied, in whole or in part, or (b) no disposition of such claim is made within ninety (90) days of request thereof. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be also paid the expense of prosecuting the claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any proceeding in advance of its final disposition when the required affirmation and undertaking have been tendered to the Corporation) that the claimant has not met the standards of conduct which makes it permissible under the law for the Corporation to indemnify the claimant, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

10.6 Nonexclusivity of Rights

The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of articles of incorporation, bylaws, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in the person’s official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its Directors, Officers, employees or agents respecting indemnification and advances to the fullest extent not prohibited by law.

10.7 Survival of Rights

The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a Director, Officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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10.8 Insurance

To the fullest extent not prohibited by law, the Corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

10.9 Amendments to Law

For purposes of this Bylaw, the meaning of “law” within the phrase “to the fullest extent not prohibited by law” shall include, but not be limited to, the Oregon Business Corporation Act, as the same exists on the date hereof or as it may be amended; provided, however, that in the case of any such amendment, such amendment shall apply only to the extent that it permits the Corporation to provide broader indemnification rights than the Act permitted the Corporation to provide prior to such amendment.

10.10  Savings Clause

If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, the Corporation shall indemnify each Director, to the fullest extent permitted by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.

10.11  Certain Definitions

For the purposes of this Section, the following definitions shall apply:

(a) The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement and appeal of any threatened, pending or completed action, suit or proceeding, whether brought in the right of the Corporation or otherwise and whether civil, criminal, administrative or investigative, in which the Director may be or may have been involved as a party or otherwise by reason of the fact that the Director is or was a Director of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(b) The term “expenses” shall be broadly construed and shall include, without limitation, all costs, charges and expenses (including fees and disbursements of attorneys, accountants and other experts) actually and reasonably incurred by a Director in connection with any proceeding, all expenses of investigations, judicial or administrative proceedings or appeals, and any expenses of establishing a right to indemnification under these Bylaws, but shall not include amounts paid in settlement, judgments or fines.

(c) “Corporation” shall mean Western States Electric, Inc. and any successor thereof.

(d) Reference to a “Director,” “Officer,” “employee” or “agent” of the Corporation shall include, without limitation, situations where such person is serving at

Page 20

the request of the Corporation as a Director, Officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(e) References to “other enterprises” shall include employee benefit plans. References to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan. References to “serving at the request of the Corporation” shall include any service as a Director, Officer, employee or agent of the Corporation which imposes duties on, or involves services by, such Director, Officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Bylaw.

SECTION 11. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board at any regular or special meeting of the Board; provided, however, that the shareholders, in amending or repealing a particular Bylaw, may provide expressly that the Board may not amend or repeal that Bylaw. The shareholders may also make, alter, amend and repeal the Bylaws of the Corporation at any annual meeting or at a special meeting called for that purpose. All Bylaws made by the Board may be amended, repealed, altered or modified by the shareholders at any regular or special meeting called for that purpose.

The foregoing Bylaws were adopted by the Board of Directors of the Corporation on April     , 2004.

/s/ A. Tooke

A. Tooke

Secretary

Page 21

EX-3.82

Exhibit 3.82

ARTICLES OF INCORPORATION

OF

WORLD-WIDE TRAVEL NETWORK, INC.

The undersigned subscribers to these Articles of Incorporation, natural personal competent to contract, hereby form a corporation under the laws of the State of Florida.

ARTICLE I. NAME

The name of the corporation shall be:

WORLD-WIDE TRAVEL NETWORK, INC.

ARTICLE II. NATURE OF BUSINESS

This corporation may engage or transact in any and all lawful activities or business permitted under the law of the United States, the State of Florida or any other state, country, territory or nation.

ARTICLE III. CAPITAL STOCK

The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is 7,500 shares of common stock having a par value of $1.00 per share.

ARTICLE IV. ADDRESS

The street address of the initial registered office of the corporation shall be 141 N. Magnolia Ave., Orlando, Florida 32801 and the name of the initial registered agent of the corporation at that address is Michael H. Storms.

ARTICLE V. TERM OF EXISTENCE

This corporation is to exist perpetually.

ARTICLE VI. PREEMPTIVE RIGHTS

Every shareholder upon the sale for cash of any new stock of this corporation of the same kind, class or series as that which he already holds shall have the right to purchase his pro rata share thereof at the price at which it is offered to others.

ARTICLE VII. SPECIAL PROVISION

It is the intent of the incorporators that the corporation will qualify under Section 1244 of the Internal Revenue Code and that the corporation will file as a Subchapter S Corporation.

ARTICLE VIII. OFFICERS AND DIRECTORS

This corporation shall have two officers and directors, initially. The name and street address of the initial members is:

MICHAEL H. STORMS	671 Parchment Ln Fern Park, FL 32730	PRESIDENT/DIRECTOR
KAREN R. STORMS	671 Parchment Ln Fern Park, FL 32730	SECRETARY-TREASURER/DIRECTOR

ARTICLE IX. SUBSCRIBERS

The name and street address of the subscriber to these Articles of Incorporation is:

MICHAEL H. STORMS	671 Parchment Ln Fern Park, FL 32730
KAREN R. STORMS	671 Parchment Ln Fern Park, FL 32730

WHEREOF, the undersigned have hereunto set their hands and seals this 21^st day of August, 1985

/s/ Michael H. Storms	(LS)
Michael H. Storms
/s/ Karen R. Storms	(LS)
Karen R. Storms

STATE OF FLORIDA

COUNTY OF SEMINOLE

The foregoing instrument was acknowledged before me this 21st day of August, 1985.

/s/ J. Carter Moore

Notary Public, State of Florida at Large

My commission expires:

EX-3.83

Exhibit 3.83

BY-LAWS

OF

WORLD-WIDE TRAVEL NETWORK, INC.

ARTICLE I

OFFICES

Section 1. The registered office of the corporation in the State of Florida shall be located in the City of Orlando, County of Orange. The corporation may have such other offices, either within or without the State of Florida as the Board of Directors may designate or as the business of the corporation may from time to time require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Annual Meeting: The annual meeting of the shareholders of this corporation shall be held the 15th day of Dec. of each year. The annual meeting of the shareholders for any year shall be held no later than thirteen months after the last preceding annual meeting of the shareholders. Business transacted at the annual meeting shall include the election of directors of the corporation.

Section 2. Special Meetings: Special meetings of the shareholders shall be held when directed by the President, the Board of Directors, or when requested in writing by the holders of not less than ten percent of all the shares entitled to vote at the meeting. A meeting requested by shareholders shall be called for a date not less than ten nor more than sixty days after the request is made, unless the shareholders requesting the meeting designate a later date. The call for the meeting shall be issued by the Secretary, unless the President, Board of Directors, or shareholders requesting the meeting shall designate another person to do so.

Section 3. Place: Meetings of shareholders may be held within or without the State of Florida. If no designation is made, the place of the meeting shall be the registered office of the corporation.

Section 4. Notice: Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the meeting, either personally or by first class mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5. Notice of Adjourned Meetings: When a meeting is adjourned to another place or time, it shall not be necessary to give any notice of the adjourned meeting if the place and time to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting.

Section 6. Closing of Transfer Books and Fixing Record Date: For the Purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled

to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.

In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any determination of shareholders, such date in any case to be not more than sixty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken.

If the stock transfer books are not closed and no record date is fixed for determination of shareholders entitled to notice or to vote at a meeting of shareholders; or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

Section 7. Voting Record: The officers or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meetings or any adjournment thereof, with the address of and the number and class and series, if any, of shares held by each. The list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation, at the principal place of business of the corporation or at the office of the transfer agent or registrar of the corporation and any shareholder shall be entitled to inspect the list at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder at any time during the meeting.

If the requirements of this section have not been substantially complied with, the meeting on demand of any shareholder in person or by proxy, shall be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

Section 8. Shareholder Quorum and Voting: A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. When a specified item of business is required to be voted on by a class or series shall constitute a quorum for the transaction of such item of business by that class or series.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law.

After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

Section 9. Voting of shares: Each shareholder entitled to vote in accordance with the terms and provisions of the Articles. of Incorporation and these Bylaws, shall be entitled to one vote for each share of stock owned by such shareholder. Upon the demand of any shareholder, the vote for directors shall be by ballot. All other requirements as to voting, voting trusts and shareholders’ agreements shall be in accordance with the laws of the State of

Section 10. Proxies: Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting or a shareholders’ duly authorized attorney-in-fact, may authorize another person or persons to act for him by proxy.

2

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise by law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of shareholders.

If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide, a majority of them present at the meeting, or if only one is present then that one, may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, the voting of such shares shall be prorated.

If a proxy expressly provides, any proxy holder may appoint in writing a substitute to act in his place.

Section 11. Action by Shareholders Without a Meeting: Any action required by law, these bylaws, or the Articles of Incorporation of this corporation to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. If any class of shares is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares entitled to vote thereon.

Within ten days after obtaining such authorization by written consent, notice shall be given to those shareholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action and, if the action be a merger, consolidation or sale or exchange of assets for which dissenters rights are provided under this act, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of this act regarding the rights of dissenting shareholders.

ARTICLE III

DIRECTORS

Section 1. Function: All corporate powers shall be exercised by or under the authority of, and the business and affairs of this corporation shall be managed under the direction of the Board of Directors.

Section 2. Qualification: Directors need not be residents of this state or shareholders of this corporation.

Section 3. Compensation: The board of Directors shall have authority to fix the compensation of directors.

Section 4. Duties of Directors: A Director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

(a) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented,

3

(b) counsel, public accountants or other persons as to matters which the director reasonably believes to be within such person’s professional or expert competence, or

(c) a committee of the board upon which he does not serve, duly designated in accordance with a provision of the articles of incorporation or the by-laws, as to matters within its designated authority, which committee the director reasonable believes to merit confidence.

A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted.

A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of the corporation.

Section 5. Presumption of Assent: A director of the corporation who is present at a meeting of its directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Section 6. Number: This corporation shall be managed by a board of at least (1) director(s). The number of directors may be increased or decreased from time to time by amendment to these by-laws, but no decrease shall have the effect of shortening the terms of any incumbent director.

Section 7. Election & Term: At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting, or until a successor shall have been elected and qualified or until the earlier resignation, removal from office or death.

Section 8. Vacancies: Any vacancy occurring in the board of directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 9. Removal of Directors: At a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

Section 10. Quorum & Voting: A majority of the number of directors fixed by these by-laws shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 11. Executive & Other Committees: The Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members, an executive committee and other committees, and each such committee shall serve at the pleasure of the Board with the authority contained in the Florida Statutes. The Board, by resolution, may designate one or more directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee.

Section 12. Regular Meetings: A regular meeting of the Directors shall be held without other notice than this by-law, immediately after and at the same place as the annual meeting of the shareholders.

Section 13. Special Meetings: Special Meetings of the Directors may be called by the President or by any two directors. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them. Members of the Board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

4

Section 14. Notice: Written notice of the time and place of Special Meetings of Directors shall be given to each director either by personal delivery or by mail, telegram or cablegram at least two days before the meeting. Notice need not be given to any director who who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. The business to be transacted at or the purpose of any special meeting of the directors shall be specified in the written waiver of notice.

Section 15. Action Without a Meeting: Any action required to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the directors, or all the members of the committee, as the case may be, is filed in the minutes of the proceedings of the board or of the committee. Such consent shall have the same effect as a unanimous vote.

ARTICLE IV

OFFICERS

Section 1. Officers: The officers of this corporation shall consist of a president, secretary and treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person. The directors shall elect officers of the corporation annually at the meeting of the directors held after each annual meeting of the shareholders. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death, resignation, or until he shall have been removed in the manner provided herein.

Section 2. Duties of Officers: The officers of this corporation shall have the following duties:

THE PRESIDENT shall be the chief executive officer of the corporation, shall have general and active management of the business and affairs of the corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the shareholders and Board of Directors.

THE SECRETARY shall have custody of, and maintain, all of the corporate records except the financial records; shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings out, and perform such other duties as may be prescribed by the Board of Directors or the President.

THE TREASURER shall have custody of the corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of the shareholders and whenever else required by the Board of Directors or the President, and shall perform such other duties as may be prescribed by the Directors or the Directors or the President.

Section 3. Removal: Any officer or agent elected or appointed by the Directors whenever in their judgement the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any of the person so removed.

ARTICLE V

CERTIFICATES FOR SHARES

Section 1. Issuance: Every holder of shares in this corporation shall be entitled to have a certificate, representing all shares to which he is entitled. No certificate shall be issued for any share until such share is fully paid.

Section 2. Form: Certificates representing shares of the corporation shall be signed by the President and Secretary or by such other officers authorized by the Directors under the laws of the State of Florida, and may be sealed with the seal of the corporation or a facsimile thereof. All certificates shall be consecutively numbered or otherwise identified. All certificates representing shares shall state upon the face thereof: The name of the

5

corporation; that the corporation is organized under the laws of this State; the name of the person or persons to. whom issued; the number and class of shares and designation of series, if any, which such certificate represents; the par value of each share represented by such certificate or a statement that the shares are without par value.

Section 3. Lost, Stolen or Destroyed Certificates: The corporation shall issue a new stock certificate in place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that it has been lost, destroyed or wrongfully taken; (b) requests the issue of a new certificate before the corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) gives bond in such form as the corporation may direct, to indemnify the corporation, the transfer agent, and registrar against any claim that may be made on account of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the corporation.

Section 4. Transfer of Shares: Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office.

The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof, and accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of this State.

ARTICLE VI

BOOKS AND RECORDS

This corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, directors and committees of directors upon the terms and conditions provided by law.

ARTICLE VII

DIVIDENDS

The directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares upon the terms and conditions provided by law.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the corporation shall begin on the 1^st day of Jan. in each year.

ARTICLE IX

CORPORATE SEAL

The directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, state of incorporation, year of incorporation and the words, “corporate seal.”

ARTICLE X

AMENDMENT

These by-laws may be repealed or amended, and new by-laws adopted by either the Directors or the shareholders, but the Directors may not amend or repeal any by-law adopted by shareholders if the shareholders specifically provide such by-law not subject to amendment or repeal by the directors.

6

EX-5.1

Exhibit 5.1

[Holland & Knight LLP Letterhead]

May 10, 2005

Hughes Supply, Inc.

One Hughes Way

Orlando, Florida 32805

Ladies and Gentlemen:

We have acted as counsel to Hughes Supply, Inc., a Florida corporation (the “Company”), and to certain subsidiaries of the Company (the “Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of $300,000,000 aggregate principal amount of 5.50% Senior Notes due 2014 (the “Exchange Securities”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Securities. The Exchange Securities and the Guarantees will be issued under an indenture dated as of October 12, 2004 (the “Indenture”) among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Exchange Securities will be offered by the Company in exchange for $300,000,000 aggregate principal amount of its outstanding 5.50% Senior Notes due 2014.

We have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1. When the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

2. When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly executed and issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.

We have also assumed, without independent investigation, that (i) other than with regard to the Company, each party to the Indenture is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) each such party has full power and authority to execute, deliver and perform the Indenture, the Guarantees and/or the Exchange Securities, as applicable, (iii) the execution, delivery and performance of the Indenture, the Guarantees and/or the Exchange Securities, as applicable, (x) have been duly authorized by all necessary action on the part of each such party and (y) do not and will not violate any law or regulation (other than any such law or regulation of the State of New York or the federal government of the United States of America that in our experience is customarily applicable to general business corporations in relation to and in connection with transactions of the type contemplated by the Indenture or the Guarantees), the organizational documents of any such party or any agreement, judgment, injunction, order, decree or other instrument binding on any such party, (iv) all authorizations, approvals or consents of (including any exchange control approval), and all filings or registrations with, any governmental or regulatory authority or agency of the jurisdiction of organization of any such party required in connection with the execution, delivery and performance of the Indenture, the Guarantees and the Exchange Securities have been obtained and (v) the Indenture and the Guarantees have been duly executed and delivered by each such party.

Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

We do not express any opinion herein concerning any law other than the law of the State of New York and the federal law of the United States.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

Very truly yours,

/s/ Holland & Knight LLP

EX-12.1

Exhibit 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

Hughes Supply’s ratio of earnings to fixed charges for each of the periods indicated is as follows (dollars in millions):

	Fiscal Years Ended
	January 31, 2005		January 30, 2004		January 31, 2003			January 25, 2002			January 26, 2001
Income before income taxes	$	198.3	$	94.5	$	98.2		$	74.7		$	80.7
Less:  (Income)/loss of equity investees		—		—		(0.4	)		(0.4	)		2.8
	$	198.3	$	94.5	$	97.8		$	74.3		$	83.5
Add:  Interest expense and amortization of debt issuance costs		30.6		34.6		30.3			35.9			43.3
Interest portion of rental expense		23.9		19.1		17.2			17.2			17.0
Distributed income of equity investees		—		—		2.0			0.2			0.5
Total earnings	$	252.8	$	148.2	$	147.3		$	127.6		$	144.3
Fixed charges
Interest expense and amortization of debt issuance costs	$	30.6	$	34.6	$	30.3		$	35.9		$	43.3
Capitalized interest		—		0.6		0.4			0.3			0.5
Interest portion of rental expense		23.9		19.1		17.2			17.2			17.0
Total fixed charges	$	54.5	$	54.3	$	47.9		$	53.4		$	60.8
Ratio of earnings to fixed charges		4.6		2.7		3.1			2.4			2.4

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Hughes Supply, Inc. of our report dated April 12, 2005 relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Hughes Supply, Inc’s Annual Report on Form 10-K for the year ended January 31, 2005. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

Orlando, Florida

May 10, 2005

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated April 27, 2004, accompanying the combined financial statements of Western States Electric, Inc. and Subsidiaries, Southwest Power, Inc. and Utility Products Supply Company, LLC contained in the Registration Statement on Form S-4 of Hughes Supply, Inc. We consent to the use of the aforementioned report in the Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Grant Thornton LLP

Portland, Oregon

May 10, 2005

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Peter H. Fowler

U.S. Bank National Association

500 W. Cypress Creek Road

Fort Lauderdale, FL 33309

(954) 776-2225

(Name, address and telephone number of agent for service)

Hughes Supply, Inc.

(Issuer with respect to the Securities)

Florida	59-0559446
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Hughes Way Orlando, Florida	32805
(Address of Principal Executive Offices)	(Zip Code)

Compass Utility Supply, Ltd., an Oregon corporation

Hughes Building Materials Group, Inc., a Georgia corporation

Hughes Building Materials Holdings, LLC, a Florida limited liability company

Hughes Building Materials, Ltd., a Florida limited partnership

Hughes Electric Holdings, LLC, a Florida limited liability company

Hughes Electric Supply, Ltd., a Florida limited partnership

Hughes GP & Management, Inc., a Delaware corporation

Hughes Holdings, LLC, a Florida limited liability company

Hughes MRO Group, Inc., a Delaware corporation

Hughes MRO Holdings, LLC, a Delaware limited liability company

Hughes MRO, Ltd., a Florida limited partnership

Hughes Plumbing Group, Inc., a California corporation

Hughes Plumbing Holdings, LLC, a Florida limited liability company

Hughes Plumbing Supply, Ltd., a Florida limited partnership

Hughes Utilities Group, Inc., a Delaware corporation

Hughes Utilities Holdings, LLC, a Florida limited liability company

Hughes Utilities, Ltd., a Florida limited partnership

Hughes Water & Sewer Holdings, LLC, a Florida limited liability company

Hughes Water & Sewer, Ltd., a Florida limited partnership

Montana Electric Supply, a Montana corporation

Montana Electric Supply, Inc. a Wyoming corporation

Southwest Power, Inc., a California corporation

Utility Products Supply Company, LLC, a Colorado limited liability company

Western States Electric, Inc., an Oregon corporation

WES Acquisition Corporation, Inc. d/b/a Wyoline Electric Supply, Inc., a Wyoming corporation

HSI Funding, LLC, a Delaware limited liability company

HSI IP, Inc., a Delaware corporation

Hughes Canada, Inc., a Delaware corporation

Hughes Insurance Holdings, Inc., a Delaware corporation

Hughes Supply Management, Inc., a Florida corporation

Hughes Supply Management Services, Inc., a Delaware corporation

Hughes Supply Shared Services, Inc., a Delaware corporation

Merex Corporation, a Texas corporation

Merex de Mexico, S.A. de C.V., a Mexican corporation

Merex Diesel Power, S.A. de C.V., a Mexican corporation

ProValue, LLC, a Delaware limited liability company

Southwest Stainless, L.P., a Delaware limited partnership

SWS Acquisition, LLC, a Delaware limited liability company

World-Wide Travel Network, Inc., a Florida corporation

5.50% Senior Notes due 2014

2

FORM T-1

Item 1.	GENERAL INFORMATION. Furnish the following information as to the Trustee.
	a)      Name and address of each examining or supervising authority to which it is subject.
	Comptroller of the Currency
	Washington, D.C.
	b)      Whether it is authorized to exercise corporate trust powers.
	Yes
Item 2.	AFFILIATIONS WITH OBLIGOR. If any obligor is an affiliate of the Trustee, describe each such affiliation.
	None
Item 3.	VOTING SECURITIES OF THE TRUSTEE. Furnish the following information as to each class of voting securities of the Trustee.
	a)      Title of the securities outstanding under each such other indenture.
	Not applicable, because to the best of the Trustee’s knowledge, the obligors are not in default under any Indenture for which the Trustee acts as Trustee.
	b)      A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture.
	Not applicable, because to the best of the Trustee’s knowledge, the obligors are not in default under any Indenture for which the Trustee acts as Trustee.
Item 4.	TRUSTEESHIPS UNDER THE INDENTURES. If the Trustee is a trustee under another Indenture under which any other securities, or certificates of interest or participation in any other securities, of any obligor are outstanding, furnish the following information:
	a)      Title of the securities outstanding under each such other indenture.
	None
	b)      A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture
	None

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Item 5.	INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR UNDERWRITERS. If the Trustee or any of the directors or executive officers of the Trustee is a director, officer, partner, employee, appointee, or representative of any obligor or of any underwriter for any obligor, identify each such person having any such connection and state the nature of each such connection.
	Instructions.
	1. Notwithstanding General Instruction F, the term “underwriter” as used in this item does not refer to any person who is not currently engaged in the business of underwriting.
	2. The terms “employee,” “appointee,” and “representative,” as used in this item, do not include connections in the capacity of transfer agent, registrar, custodian, paying agent, fiscal agent, escrow agent, or depositary, or in any other similar capacity or connections in the capacity of trustee, whether under an indenture or otherwise.
	Not applicable, because to the best of the Trustee’s knowledge, the obligors are not in default under any Indenture for which the Trustee acts as Trustee.
Item 6.	VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS. Furnish the following information as to the voting securities of the Trustee owned beneficially by any obligor and each director, partner, and executive officer of any obligor:
	As of May 10, 2005.
	Instructions.
	1. Names of persons who do not own beneficially any of the securities specified may be omitted.
	2. No information need be given in any case where the amount of voting securities of the trustee, owned beneficially by the obligors and their directors, partners, and executive officers, taken as a group, does not exceed 1 percent of the outstanding voting securities of the trustee.
	Not applicable, because to the best of the Trustee’s knowledge, the obligors are not in default under any Indenture for which the Trustee acts as Trustee.
Item 7.	VOTING SECURITIES OF THE TRUSTEE BY UNDERWRITERS OR THEIR OFFICIALS. Furnish the following information as to the voting securities of the Trustee owned beneficially by each underwriter for any obligor and each director, partner, and executive officer of each such underwriter:
	As of May 10, 2005.
	Instructions.
	1. Instruction 1 to Item 6 shall be applicable to this item.
	2. The name of each director, partner, or executive officer required to be given in Column A shall be set forth under the name of the underwriter of which he is a director, partner, or executive officer.

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	3. No information need be given in any case where the amount of voting securities of the trustee owned beneficially by an underwriter and its directors, partners, and executive officers, taken as a group, does not exceed 1 percent of the outstanding voting securities of the trustee.
	Not applicable, because to the best of the Trustee’s knowledge, the obligors are not in default under any Indenture for which the Trustee acts as Trustee.
Item 8.	SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE. Furnish the following information as to securities of any obligor owned beneficially or held as collateral security for obligations in default by the Trustee:
	As of May 10, 2005.
	Instructions.
	1. As used in this item, the term “securities” includes only such securities as are generally known as corporate securities, but shall not include any note or other evidence of indebtedness issued to evidence an obligation to repay monies lent to a person by one or more banks, trust companies, or banking firms, or any certificate of interest or participation in any such note or evidence of indebtedness.
	2. For the purposes of this item the trustee shall not be deemed the owner or holder of (a) any security which it holds as collateral security (as trustee or otherwise) for an obligation which is not in default, or (b) any security which it holds as collateral security under the indenture to be qualified, irrespective of any default thereunder, or (c) any security which it holds as agent for collection, or as custodian, escrow agent or depositary, or in any similar representative capacity.
	3. No information need be furnished under this item as to holdings by the trustee of securities already issued under the indenture to be qualified or securities issued under any other indenture under which the trustee is also trustee.
	4. No information need be given with respect to any class of securities where the amount of securities of the class which the trustee owns beneficially or holds as collateral security for obligations in default does not exceed 1 percent of the outstanding securities of the class.
	Not applicable, because to the best of the Trustee’s knowledge, the obligors are not in default under any Indenture for which the Trustee acts as Trustee.
Item 9.	SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of an underwriter for any obligor, furnish the following information as to each class of securities of such underwriter any of which are so owned or held by the trustee:
	As of May 10, 2005.
	Instructions.
	Instructions 1, 2, and 4 to Item 8 shall be applicable to this item.

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	Not applicable, because to the best of the Trustee’s knowledge, the obligors are not in default under any Indenture for which the Trustee acts as Trustee.
Item 10.	OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR. If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting securities of any obligor or (2) is an affiliate, other than a subsidiary, of any obligor, furnish the following information as to the voting securities of such person:
	As of May 10, 2005.
	Instructions.
	Instructions 1, 2, and 4 to Item 8 shall be applicable to this item.
	Not applicable, because to the best of the Trustee’s knowledge, the obligors are not in default under any Indenture for which the Trustee acts as Trustee.
Item 11.	OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of any obligor, furnish the following information as to each class of securities of such person any of which are so owned or held by the trustee:
	As of May 10, 2005.
	Instructions.
	Instructions 1, 2 and 4 to Item 8 shall be applicable to this item.
	Not applicable, because to the best of the Trustee’s knowledge, the obligors are not in default under any Indenture for which the Trustee acts as Trustee.
Item 12.	INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE. Except as noted in the instructions, if any obligor is indebted to the trustee, furnish the following information:
	As of May 10, 2005.
	Instructions.
	1. No information need be provided as to: (a) the ownership of securities issued under any indenture, or any security or securities having a maturity of more than one year at the time of acquisition by the indenture trustee; (b) disbursements made in the ordinary course of business in the capacity of trustee of an indenture, transfer agent, registrar, custodian, paying agent, fiscal agent or depositary, or other similar capacity; (c) indebtedness created as a result of services rendered or premises rented; or indebtedness created as a result of goods or securities sold in a cash transaction; (d) the ownership of stock or of other securities of a corporation organized under Section 25(a) of the Federal Reserve Act, as

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	amended, which is directly or indirectly a creditor of any obligor upon the indenture securities; or (e) the ownership of any drafts, bills of exchange, acceptances, or obligations which fall within the classification of self-liquidating paper.
	2. Information should be given as to the general type of indebtedness, such as lines of credit, commercial paper, long-term notes, mortgages, etc.
	None
Item 13.	DEFAULTS BY THE OBLIGOR.
	a)      State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default.
	None
	b)      If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of any obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default.
	None
Item 14.	AFFILIATIONS WITH THE UNDERWRITERS. If any underwriter is an affiliate of the trustee, describe each such affiliation.
	Instructions.
	1. The term “affiliate” as defined in Rule 0-2 of the General Rules and Regulations under the Act. Attention is directed to Rule 7a-26.
	2. Include the name of each such affiliate and the names of all intermediate affiliates, if any. Indicate the respective percentage of voting securities or other bases of control giving rise to the affiliation.
	Not applicable, because to the best of the Trustee’s knowledge, the obligors are not in default under any Indenture for which the Trustee acts as Trustee.
Item 15.	FOREIGN TRUSTEE. Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act.
	Not applicable.
Item 16.	LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.
	1.      A copy of the Articles of Association of the Trustee.*
	2.      A copy of the certificate of authority of the Trustee to commence business.*

* Incorporated by reference to Registration Number 333-67188.

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3.      A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4.      A copy of the existing bylaws of the Trustee.*

5.      A copy of each Indenture referred to in Item 4. Not applicable.

6.      The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.      Report of Condition of the Trustee as of December 31, 2004 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

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NOTE

The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefore.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Fort Lauderdale, State of Florida on the 10^th of May, 2005.

By:	/s/ Peter H. Fowler
	Vice President

By:	/s/ Scott S. Schuhle
	Vice President

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Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefore.

Dated: May 10, 2005

By:	/s/ Peter H. Fowler
	Vice President

By:	/s/ Scott S. Schuhle
	Vice President

10

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2004

($000’s)

	12/31/2004
Assets
Cash and Due From Depository Institutions	$	6,340,324
Federal Reserve Stock		0
Securities		41,160,517
Federal Funds		2,727,496
Loans & Lease Financing Receivables		122,755,374
Fixed Assets		1,791,705
Intangible Assets		10,104,022
Other Assets		9,557,200
Total Assets	$	194,436,638
Liabilities
Deposits	$	128,301,617
Fed Funds		8,226,759
Treasury Demand Notes		0
Trading Liabilities		156,654
Other Borrowed Money		25,478,470
Acceptances		94,553
Subordinated Notes and Debentures		6,386,971
Other Liabilities		5,910,141
Total Liabilities	$	174,555,165
Equity
Minority Interest in Subsidiaries	$	1,016,160
Common and Preferred Stock		18,200
Surplus		11,792,288
Undivided Profits		7,054,825
Total Equity Capital	$	19,881,473
Total Liabilities and Equity Capital	$	194,436,638

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By:	/s/ Peter H. Fowler
	Vice President
Date:	May 10, 2005

11

EX-99.1

Exhibit 99.1

FORM OF LETTER OF TRANSMITTAL

FOR

$300,000,000

5.50% SENIOR NOTES DUE 2014

OF

HUGHES SUPPLY, INC.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2005 (THE “EXPIRATION DATE”) UNLESS EXTENDED BY HUGHES SUPPLY, INC.

The Exchange Agent Is:

U.S. BANK NATIONAL ASSOCIATION

By Mail	By Facsimile	By Hand or Overnight Delivery
U.S. Bank National Association Corporate Trust Services Attention: Peter Fowler 500 W. Cypress Creek Rd. Suite 560 Fort Lauderdale, Florida 33309 e-mail: peter.fowler@usbank.com	U.S. Bank National Association Corporate Trust Services Attention: Peter Fowler 500 W. Cypress Creek Rd. Suite 560 Fort Lauderdale, Florida 33309 Telephone: 954-776-2225 Facsimile: 954-776-2629	U.S. Bank National Association Corporate Trust Services Attention: Peter Fowler 500 W. Cypress Creek Rd. Suite 560 Fort Lauderdale, Florida 33309

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

The undersigned acknowledges receipt of the Prospectus dated                      , 2005 (the Prospectus”) of Hughes Supply, Inc. (the “Company”), and this Letter of Transmittal (the “Letter of Transmittal”), which together with the related Notice of Guaranteed Delivery describe the Company’s offer (the “Exchange Offer”) to exchange its 5.50% Senior Notes due 2014, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”), for each of its 5.50% Senior Notes due 2014 (the “Outstanding Notes,” and together with the Exchange Notes, the “Notes”) from the holders thereof.

The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act.

HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES FOR THEIR OUTSTANDING NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE RELATED NOTICE OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT.

The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.

List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers, aggregate principal amounts and number of beneficial holders should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH

Name(s) and Address(es) of Registered Holder(s) (Please fill in)	Description of Outstanding Notes	Certificate Number(s)*	Aggregate Principal Amount Represented by Outstanding Notes*	Principal Amount Tendered**	Number of Beneficial Holders for which Outstanding Notes are Held
		Total:

* Need not be completed by book-entry holders.

2

** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See Instruction 2.

Holders of Outstanding Notes whose Outstanding Notes are not immediately available or who cannot deliver all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus.

Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name Outstanding Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record by The Depository Trust Company (“DTC”).

(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS (defined in Instruction 3) ONLY)

¨ CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering

Institution:

DTC Account Number:

Transaction Code Number:

¨ CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

3

    Name of Registered Holder(s):

    Name of Eligible Institution

    that Guaranteed Delivery:

    Window Ticket Number (if any):

    Date of Execution of Notice

    of Guaranteed Delivery:

If Delivered by Book-Entry Transfer:

    Name of Tendering

    Institution:

    DTC Account Number:

    Transaction Code Number:

¨ CHECK HERE IF OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OR UNTENDERED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

¨ CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO A PERSON OTHER THAN THE PERSON SIGNING THIS LETTER OF TRANSMITTAL:

Name:

Address:

¨ CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO AN ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:

Name:

Address:

¨ CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

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Name:

Address:

Daytime Area Code

and Telephone No.:

Contact Person:

Principal Amount of Old Notes so Held: $

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of Outstanding Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Outstanding Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an “affiliate” of the Company or who has an arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Outstanding Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act, must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

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Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Outstanding Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company, in connection with the Exchange Offer) to cause the Outstanding Notes to be assigned, transferred and exchanged.

The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Outstanding Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Outstanding Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title to the tendered Outstanding Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Notes or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement, dated as of October 12, 2004 (the “Registration Rights Agreement”), by and among the Company, the subsidiaries of the Company party thereto, Lehman Brothers, Inc., Banc of America Securities LLC, SunTrust Capital Markets, Inc. and Wells Fargo Securities, LLC and that the Company shall have no further obligations or liabilities thereunder except as expressly provided in the Registration Rights Agreement.

The undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned has read and agrees to all terms of the Exchange Offer. The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offer—Certain Conditions to the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown below unless indicated otherwise above, promptly following the expiration or termination of the Exchange Offer. In addition, the Company may amend the Exchange Offer at any time prior to the Expiration Date if any of the conditions set under “The Exchange Offer—Certain Conditions to the Exchange Offer” occur.

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The undersigned understands that tenders of Outstanding Notes pursuant to any one of the procedures described in the Prospectus and in the instructions attached hereto will, upon the Company’s acceptance for exchange of such tendered Outstanding Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Outstanding Notes.

By tendering Outstanding Notes and executing this Letter of Transmittal, the undersigned represents that Exchange Notes acquired in the exchange will be obtained in the ordinary course of business of the undersigned, that the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such Exchange Notes, that the undersigned is not an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act and that if the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is not a broker-dealer, the undersigned is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. If the undersigned is a person in the United Kingdom, the undersigned represents that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business.

Any holder of Outstanding Notes using the Exchange Offer to participate in a distribution of the Exchange Notes (i) cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (available April 13, 1989) or similar interpretive letters and (ii) must comply with the registration and prospectus requirements of the Securities Act in connection with a secondary resale transaction.

All authority herein conferred or agreed to be conferred shall survive the death, bankruptcy or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal. Except as stated in the Prospectus, this tender is irrevocable.

Holders of Outstanding Notes whose Outstanding Notes are accepted for exchange will not receive payment of any interest on such Outstanding Notes, and the undersigned hereby waives the right to receive payment of any interest on such Outstanding Notes in connection with the Exchange Offer.

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Certificates for all Exchange Notes delivered in exchange for tendered Outstanding Notes and any Outstanding Notes delivered herewith but not exchanged, and registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned.

The undersigned, by completing the box entitled “Description of Outstanding Notes Tendered Herewith” above and signing this letter, will be deemed to have tendered the Outstanding Notes as set forth in such box.

TENDERING HOLDER(S) SIGN HERE

(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)

MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S) FOR OUTSTANDING NOTES HEREBY TENDERED OR IN WHOSE NAME OUTSTANDING NOTES ARE REGISTERED ON THE BOOKS OF DTC OR ONE OF ITS PARTICIPANTS, OR BY ANY PERSON(S) AUTHORIZED TO BECOME THE REGISTERED HOLDER(S) BY ENDORSEMENTS AND DOCUMENTS TRANSMITTED HEREWITH. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE SET FORTH THE FULL TITLE OF SUCH PERSON. SEE INSTRUCTION 3.

(Signature(s) of Holder(s))                                                                                  

Date:
Name(s):
	(Please Print)

Capacity (full title):
Address:
	(Including Zip Code)

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Daytime Area Code

and Telephone No.:

Taxpayer Identification No. or Social Security No.:

GUARANTEE OF SIGNATURE(S)

(IF REQUIRED—SEE INSTRUCTION 3)

Authorized Signature:
Date:
Name(s):
Capacity (full title):
Name of Firm:
Address:
	(Include Zip Code)
Area Code and Telephone No.:

SPECIAL ISSUANCE INSTRUCTIONS

(SEE INSTRUCTIONS 3 AND 4)

To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be issued in the name of someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above, or if Outstanding Notes delivered by book-entry transfer that are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above.

Issue:	¨        Outstanding Notes not tendered to:
	¨        Exchange Notes to:

Name(s):
	(Please Print)

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Address:
	(Include Zip Code)
Daytime Area Code and Telephone No.:
Taxpayer Identification No. or Social Security No.:

¨ Credit unexchanged Outstanding Notes delivered by book-entry transfer to the DTC account number set forth below.

DTC Account Number:

SPECIAL DELIVERY INSTRUCTIONS

(SEE INSTRUCTIONS 3 AND 4)

To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be sent to someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above, or such registered holder(s) at an address other than that shown above.

Mail:        ¨    Outstanding Notes not tendered to:

¨    Exchange Notes to:

Name(s):

(Please Print)

Address:
	(Include Zip Code)

Area Code and

Telephone No.:

Taxpayer Identification No.

or Social Security No.:

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER.

1. Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. A holder of Outstanding Notes may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Outstanding Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, or (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below.

Holders of Outstanding Notes may tender Outstanding Notes by book-entry transfer by crediting the Outstanding Notes to the Exchange Agent’s account at DTC in accordance with DTC’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.

DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

DELIVERY OF THE AGENT’S MESSAGE BY DTC WILL SATISFY THE TERMS OF THE EXCHANGE OFFER AS TO EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL BY THE PARTICIPANT IDENTIFIED IN THE AGENT’S MESSAGE. DTC PARTICIPANTS MAY ALSO ACCEPT THE EXCHANGE OFFER BY SUBMITTING A NOTICE OF GUARANTEED DELIVERY THROUGH ATOP.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OUTSTANDING NOTES AND ANY OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER, AND EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT REGISTERED MAIL WITH

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RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO PERMIT TIMELY DELIVERY. NO OUTSTANDING NOTES OR LETTERS OF TRANSMITTAL SHOULD BE SENT TO THE COMPANY.

Holders whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and all other required documents to the Exchange Agent on or prior to the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their Outstanding Notes pursuant to the guaranteed delivery procedure set forth in the Prospectus. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) on or prior to the Expiration Date, the Exchange Agent must have received from such Eligible Institution (by facsimile transmission, mail or hand delivery) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Company, setting forth the name and address of the holder of Outstanding Notes and the amount of Outstanding Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the Expiration Date, the certificates for all physically tendered Outstanding Notes, or a Book-Entry Confirmation, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent; and (iii) all tendered Outstanding Notes (or a confirmation of any book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at a book-entry transfer facility) as well as this Letter of Transmittal and all other documents required by this Letter of Transmittal must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such letter, telegram or facsimile transmission, all as provided in the Prospectus.

The Notice of Guaranteed Delivery must be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission, to the Exchange Agent on or prior to the Expiration Date, and must include a guarantee by an Eligible Institution in the form set forth in such notice. For Outstanding Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange.

2. Partial Tenders; Withdrawals. Tenders of Outstanding Notes will be accepted only in the principal amount of $1,000 and integral multiples thereof, provided that if fewer than all of the Outstanding Notes of a holder are tendered for exchange, the untendered principal amount of the holder’s remaining Outstanding Notes must be $1,000 or any integral multiple of $1,000 in excess thereof. If fewer than all of the Outstanding Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Outstanding Notes to be tendered in the box above entitled “Description of Outstanding Notes Tendered Herewith.” A reissued certificate representing the balance of untendered Outstanding Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on

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this Letter of Transmittal, promptly after the Expiration Date. ALL OF THE OUTSTANDING NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date.

To be effective with respect to the tender of Outstanding Notes, a written notice of withdrawal must: (i) be received by the Exchange Agent at one of the addresses for the Exchange Agent set forth above before the Company notifies the Exchange Agent that it has accepted the tender of Outstanding Notes pursuant to the Exchange Offer, (ii) specify the name of the person who tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding Notes to be withdrawn (including the principal amount of such Outstanding Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Outstanding Notes and the principal amount of Outstanding Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Outstanding Notes exchanged; and (v) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of a notice of withdrawal. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Outstanding Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.

Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at the book-entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with such book-entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption “The Exchange Offer — Procedures for Tendering” in the Prospectus at any time prior to the Expiration Date.

3. Signatures on this Letter of Transmittal; Written Instruments and Endorsements; Guarantees of Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever.

If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

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If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Outstanding Notes.

When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of Outstanding Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.

If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Outstanding Notes listed, such Outstanding Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Outstanding Notes.

If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when, signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority so to act must be submitted.

Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Institution (as defined below).

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution, unless Outstanding Notes are tendered: (i) by a holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Institution (as defined below). In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible guarantor institution which is a member of a firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Institution”). If Outstanding Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Outstanding Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Institution.

4. Special Issuance and Delivery Instructions. Tendering holders should indicate, as applicable, the name and address to which the Exchange Notes or certificates for Outstanding Notes not exchanged are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification

14

number of the person named must also be indicated. Holders tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.

5. Transfer Taxes. The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of Outstanding Notes to it or its order pursuant to the Exchange Offer, except in the case of deliveries of certificates for Outstanding Notes for Exchange Notes that are to be registered or issued in the name of any person other than the holder of Outstanding Notes tendered thereby. If a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder. Except as provided in this Instruction 5, it will not be necessary for transfer tax stamps to be affixed to the tendered Outstanding Notes listed in this Letter of Transmittal.

6. Waiver of Conditions. The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

7. Mutilated, Lost, Stolen or Destroyed Securities. Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed.

8. Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number indicated above.

If backup withholding applies, the Exchange Agent is required to withhold 28% of any payments to be made to the holder of Outstanding Notes. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained by filing a tax return with the Internal Revenue Service. The Exchange Agent cannot refund amounts withheld by reason of backup withholding.

9. Irregularities. All questions as to the validity, form, eligibility (including time of receipt), and acceptance of Letters of Transmittal or Outstanding Notes will be resolved by the Company, determination by which will be final and binding. The Company reserves the absolute right to reject any or all Letters of Transmittal or tenders that are not in proper form or the acceptance of which would, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the right to waive any irregularities or conditions of tender as to the particular Outstanding Notes

15

covered by any Letter of Transmittal or tendered pursuant to such Letter of Transmittal. Neither the Company, the Exchange Agent nor any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Company’s interpretation of the terms and conditions of the Exchange Offer shall be final and binding.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES OF OUTSTANDING NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

16

IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a holder of Outstanding Notes whose Outstanding Notes are accepted for exchange may be subject to backup withholding unless the holder provides U.S. Bank National Association, as Paying Agent (the “Paying Agent”), through the Exchange Agent, with either (i) such holder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Outstanding Notes is awaiting a TIN), (B) that the holder of Outstanding Notes is not subject to backup withholding because (x) such holder of Outstanding Notes is exempt from backup withholding, (y) such holder of Outstanding Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends, or (z) the Internal Revenue Service has notified the holder of Outstanding Notes that he or she is no longer subject to backup withholding, and (C) that the holder of Outstanding Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Outstanding Notes is an individual, the TIN is such holder’s social security number. If the Paying Agent is not provided with the correct TIN, the holder of Outstanding Notes may also be subject to certain penalties imposed by the Internal Revenue Service.

Certain holders of Outstanding Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. However, exempt holders of Outstanding Notes should indicate their exempt status on Substitute Form W-9. For example, a corporation should complete the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign individual to qualify as an exempt recipient, the holder must submit a Form W-8BEN (Certificate of Foreign Status), signed under penalties of perjury, attesting to that individual’s exempt status. A Form W-8BEN can be obtained from the Paying Agent. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.

If backup withholding applies, the Paying Agent is required to withhold 28% of any payments made to the holder of Outstanding Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished.

The box in Part 3 of the Substitute Form W-9 may be checked if the surrendering holder of Outstanding Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Outstanding Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Paying Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Paying Agent and, if the Paying Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service.

17

The holder of Outstanding Notes is required to give the Paying Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Outstanding Notes. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

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PAYOR’S NAME: U.S. BANK NATIONAL ASSOCIATION

SUBSTITUTE FORM W-9

DEPARTMENT OF THE TREASURY

INTERNAL REVENUE SERVICE

PAYOR’S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN)

PART 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.

Name Date

Social Security Number

OR

Employer Identification Number

PART 2 — CERTIFICATION — Under the penalties of perjury, I certify that:

(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and

(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

(3) I am a U.S. person (including a U.S. resident alien).

PART 3 —

¨ Awaiting TIN

CERTIFICATE INSTRUCTIONS — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).

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The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Signature Date

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a taxpayer identification number within sixty (60) days.

Name
Address
Signature	Date

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EX-99.2

Exhibit 99.2

FORM OF NOTICE OF GUARANTEED DELIVERY

FOR

TENDER OF ALL OUTSTANDING

$300,000,000 5.50% SENIOR NOTES DUE 2014

IN EXCHANGE FOR

NEW $300,000,000 5.50% SENIOR NOTES DUE 2014

OF

HUGHES SUPPLY, INC.

This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Hughes Supply, Inc., a Florida corporation (the “Company”), made pursuant to the Prospectus, dated                     , 2005 (which, together with the related Letter of Transmittal, constitute the “Exchange Offer”), if holders of the Company’s outstanding 5.50% Senior Notes due 2014 (the “Outstanding Notes”) wish to tender their Outstanding Notes in exchange for a like principal amount of new 5.50% Senior Notes due 2014 (the “Exchange Notes”) and those holders’ Outstanding Notes are not immediately available or those holders cannot deliver their Outstanding Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to U.S. Bank National Association (the “Exchange Agent”) at or prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent. See “The Exchange Offer — Procedures for Tendering” in the Prospectus.

PLEASE NOTE THAT THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2005, UNLESS THE EXCHANGE OFFER IS EXTENDED (THE “EXPIRATION DATE”).

The Exchange Agent for the Exchange Offer is:

U.S. BANK NATIONAL ASSOCIATION

By Mail	By Facsimile	By Hand or Overnight Delivery
U.S. Bank National Association Corporate Trust Services Attention: Peter Fowler 500 W. Cypress Creek Rd. Suite 560 Fort Lauderdale, Florida 33309 e-mail: peter.fowler@usbank.com	U.S. Bank National Association Corporate Trust Services Attention: Peter Fowler 500 W. Cypress Creek Rd. Suite 560 Fort Lauderdale, Florida 33309 Telephone: 954-776-2225 Facsimile: 954-776-2629	U.S. Bank National Association Corporate Trust Services Attention: Peter Fowler 500 W. Cypress Creek Rd. Suite 560 Fort Lauderdale, Florida 33309

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” (AS DEFINED IN THE LETTER OF TRANSMITTAL), SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE LETTER OF TRANSMITTAL FOR GUARANTEE OF SIGNATURES.

2

Ladies and Gentlemen:

The undersigned hereby tender(s) to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of Outstanding Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer—Guaranteed Delivery Procedures.”

All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

DESCRIPTION OF OUTSTANDING NOTES TENDERED

(PLEASE SIGN AND COMPLETE)

Name of Tendering Holder Name and Address of Registered Holder as it Appears on the Outstanding Notes (Please Print) Certificate Number(s) of Outstanding Notes Tendered (or Account Number at Book-Entry) Principal Amount of Outstanding Notes Tendered

	SIGN HERE
Name of Registered or Acting Holder:
Signature(s)
Name(s) (Please Print):

3

Address:

Telephone Number:

Date:

IF OUTSTANDING NOTES WILL BE TENDERED BY BOOK-ENTRY TRANSFER, PROVIDE THE FOLLOWING INFORMATION:

Signature:

DTC Account Number:

Date:

This Notice of Guaranteed Delivery must be signed by the holder(s) of Outstanding Notes exactly as its (their) name(s) appear on certificates for Outstanding Notes or on a security position listing as the owner of Outstanding Notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

Name:

Capacity:

Address:

NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

4

THE FOLLOWING GUARANTEE MUST BE COMPLETED

GUARANTEE OF DELIVERY

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a firm, which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or correspondent in the United States, or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at the address set forth above, either the Outstanding Notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Outstanding Notes to the Exchange Agent’s account at The Depository Trust Company, pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letters of Transmittal (or facsimile(s) thereof or agent’s message(s) in lieu thereof) and any other required documents within three New York Stock Exchange trading days after the Expiration Date.

The undersigned acknowledges that it must deliver the Letter of Transmittal (or agent’s message in lieu thereof) and Outstanding Notes tendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in financial loss to the undersigned.

Name of Firm:
Address:
	(Include Zip Code )
Area Code and Telephone No.:

Authorized Signature:

Name:

Title:

Date:

5

NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

6

EX-99.3

Exhibit 99.3

Form of Exchange Agent Agreement

                    , 2005

EXCHANGE AGENT AGREEMENT

U.S. Bank National Association

Attention: Peter Fowler

500 West Cypress Creek Road

Suite 560

Fort Lauderdale, FL 33309

Ladies and Gentlemen:

Hughes Supply, Inc., a Florida corporation (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange all of its outstanding 5.50% Senior Notes Due 2014 (the “Old Securities”) for its 5.50% Senior Notes Due 2014 which have been registered under the Securities Act of 1933, as amended (the “New Securities”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus”), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are together referred to herein as the “Securities.”

The Company hereby appoints U.S. Bank National Association to act as exchange agent (the “Exchange Agent”) in connection with the Exchange Offer. References hereinafter to “you” shall refer to U.S. Bank National Association.

The Exchange Offer will be commenced on                     , 2005. The Letter of Transmittal accompanying the Prospectus (or in the case of book-entry securities, the Automated Tender Offer Program (“ATOP”) of the Book-Entry Transfer Facility (as defined below)) is to be used by the holders of the Old Securities to accept the Exchange Offer and contains instructions with respect to the delivery of certificates for Old Securities tendered in connection therewith.

The Exchange Offer shall expire at 5:00 p.m., New York City time, on                     , 2005, or such later date to which the Exchange Offer may be extended by the Company (the “Expiration Date”). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend the Exchange Offer from time to time and the Company may extend the Exchange Offer by giving oral (promptly confirmed in writing) or written notice to you before 9:00 a.m., New York City time, on the business day following the previously scheduled Expiration Date.

The Company expressly reserves the right to amend or terminate the Exchange Offer, and not to accept for exchange any Old Securities, upon the occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the caption “THE EXCHANGE OFFER.” The Company will give oral (promptly confirmed in writing) or written notice of any amendment, termination or nonacceptance to you as promptly as practicable.

In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions:

(1) You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned “THE EXCHANGE OFFER” in the Letter of Transmittal or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith and without gross negligence or willful misconduct be discharged by the foregoing.

(2) You will establish a book-entry account with respect to the Old Securities at The Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility’s systems may make book-entry delivery of the Old Securities by causing the Book-Entry Transfer Facility to transfer such Old Securities into your account in accordance with the Book-Entry Transfer Facility’s procedure for such transfer.

(3) As soon as practicable after receipt, you are to examine each of the Letters of Transmittal and certificates for Old Securities (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility) and any other documents delivered or mailed to you by or for holders of the Old Securities to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein and in the Prospectus; and (ii) the Old Securities have otherwise been properly tendered. In each case where (i) the Letter of Transmittal or any other document has been improperly completed or executed, (ii) the book-entry confirmations are not in due and proper form or omit certain information or (iii) any of the certificates for Old Securities are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be reasonably necessary or advisable to cause such irregularity to be corrected. If such condition is not promptly remedied by the presenters, you shall report such condition to the Company and await its direction. All questions as to validity, form, eligibility (including timeliness of receipt), acceptance and withdrawal of any Old Securities tendered or delivered by the Company shall be determined by the Company in its sole discretion.

(4) With the approval of the Treasurer of the Company (such approval, if given orally, to be promptly confirmed in writing) or any other party designated in writing by such officer (the “Authorized Representative”), you are authorized to waive any irregularities in connection with any tender of Old Securities pursuant to the Exchange Offer.

(5) Tenders of Old Securities may be made only as set forth in the Letter of Transmittal and in the section of the Prospectus captioned “THE EXCHANGE OFFER - Procedure for Tendering,” and Old Securities shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein.

Notwithstanding the provisions of this Section 5, Old Securities which any Authorized Representative of the Company shall approve as having

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been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be promptly confirmed in writing).

(6) You shall promptly advise the Company with respect to any Old Securities received subsequent to the Expiration Date and accept the Company’s instructions with respect to disposition of such Old Securities.

(7) The Company reserves the absolute right (i) to reject any and all tenders of any particular Old Securities determined by the Company not to be in the proper form or the acceptance or exchange of which may, in the opinion of Company’s counsel, be unlawful and (ii) to waive any conditions of the Exchange Offer or any defect or irregularity in the tender of any particular Old Securities, and the Company’s determination of the terms and conditions of the Exchange Offer (including the Letter of Transmittal and Notice of Guaranteed Delivery and the instructions set forth therein) will be final and binding.

(8) You shall accept tenders:

(a) in cases where the Old Securities are registered in two or more names only if signed by all named holders;

(b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and

(c) from persons other than the registered holder of Old Securities, provided that customary transfer requirements, including payment of any applicable transfer taxes, are fulfilled.

You shall accept partial tenders of Old Securities where so indicated and as permitted in the Letter of Transmittal and deliver certificates for Old Securities to the registrar for split-up and return any untendered Old Securities to the holder or to the account maintained at DTC for each holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer.

(9) Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company will notify you (such notice, if given orally, to be promptly confirmed in writing) of the Company’s acceptance, promptly after the Expiration Date, of all Old Securities properly tendered and you, on behalf of the Company, will exchange such Old Securities for New Securities and cause such Old Securities to be cancelled. Delivery of New Securities will be made on behalf of the Company by you at the rate of $1,000 principal amount of New Securities for each $1,000 principal amount of the Old Securities tendered promptly after notice by the Company (such notice if given orally, to be promptly confirmed in writing) of acceptance of said Old Securities by the Company; provided, however, that in all cases, Old Securities tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by you of (i) certificates for such Old Securities and (ii) a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility), together in either case with any required

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signature guarantees and any other required documents. You shall issue New Securities only in denominations of $1,000 or any integral multiple thereof.

(10) Tenders pursuant to the Exchange Offer are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Old Securities tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date.

(11) The Company shall not be required to exchange any Old Securities tendered if any of the conditions set forth in the Exchange Offer are not met. Notice of any decision by the Company not to exchange any Old Securities tendered shall be given (if given orally, to be promptly confirmed in writing) by the Company to you.

(12) If, pursuant to the Exchange Offer, the Company does not accept for exchange all or part of the Old Securities tendered because of an invalid tender, the occurrence of certain other events set forth in the Prospectus under the caption “THE EXCHANGE OFFER - Procedure for Tendering” or otherwise, you shall as soon as practicable after the expiration or termination of the Exchange Offer return those certificates for unaccepted Old Securities (or effect appropriate book-entry transfer), together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the persons who deposited them.

(13) All certificates for reissued Old Securities, unaccepted Old Securities or for New Securities shall be forwarded by (a) first-class mail, postage prepaid under a blanket surety bond protecting you and the Company from loss or liability arising out of the non-receipt or non-delivery of such certificate or (b) by registered mail insured separately for the replacement value of each of such certificates.

(14) You are not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, bank or other persons or to engage or utilize any person to solicit tenders.

(15) As Exchange Agent hereunder you:

(a) shall not be liable to the Company for any action or omission to act by reason of or as a result of the administration of your duties hereunder unless the same constitutes your own gross negligence, willful misconduct or bad faith, or breach hereof, and in no event shall you be liable for special, indirect or consequential damages, or lost profits, arising in connection with this Agreement;

(b) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the certificates or the Old Securities represented thereby deposited with you pursuant to the Exchange Offer, except as set forth herein, and will not be required to and will make no representation as to the validity, value or genuineness of the Exchange Offer;

(c) shall not take any legal action hereunder against any third party other than the Company, without the prior written consent of the Company, and shall not be

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obligated to take any legal action hereunder which might in your judgment involve any expense or liability, unless you shall have been furnished with reasonable indemnity against such expense or liability;

(d) may conclusively rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telegram or other document or security delivered to you and reasonably believed by you in good faith to be genuine and to have been signed or presented by the proper person or persons;

(e) may reasonably act upon any tender, statement, request, document, agreement, certificate or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which you shall in good faith reasonably believe to be genuine or to have been signed or presented by the proper person or persons;

(f) may conclusively rely on and shall be protected in acting upon written or oral instructions from any Authorized Representative;

(g) may consult with counsel of your selection with respect to any questions relating to your duties and responsibilities and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by you hereunder in good faith and in accordance with the advice or opinion of such counsel; and

(h) shall not advise any person tendering Old Securities pursuant to the Exchange Offer as to the wisdom of making such tender or as to the market value or decline or appreciation in market value of any Old Securities that may occur as a result of the Exchange Offer or as to the market value of the New Securities, and shall not solicit any holder of Old Securities for the purposes of causing such person to tender its Old Securities, provided, however, that in no way will your general duty to act in good faith and without gross negligence or willful misconduct be limited by the foregoing.

(16) As soon as practicable after your receipt of notification from the Company, you shall send to all holders of Old Securities a copy of the Prospectus, the Letter of Transmittal (including instructions for completing a substitute form W-9) (substantially in the form attached hereto as Exhibit A), the Notice of Guaranteed Delivery (substantially in the form attached hereto as Exhibit B) and such other documents as may be furnished by the Company to commence the Exchange Offer. You shall take such action as may from time to time be requested by the Company (and such other action as you may deem appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed Delivery (as defined in the Prospectus) or such other forms as may be approved from time to time by the Company, to all persons requesting such documents and to accept and comply with telephone requests for information relating to the Exchange Offer, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offer. The Company will furnish you with copies of such documents on your request. All other requests for information relating to the Exchange Offer shall be directed to the Company, Attention: Jay Clark, Treasurer, One Hughes Way, Orlando, Florida 32805.

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(17) At 11:00 am New York time, or as promptly as practical thereafter, on each business day, up to and including the Expiration Date and promptly following the Expiration Date, or more frequently if reasonably requested as to major tally figures, you shall advise the Company or its counsel, Holland & Knight LLP, by telephone or by electronic mail, as to all names of holders who have tendered Old Securities for exchange, the aggregate principal amount of Old Securities which have been tendered pursuant to the Exchange Offer and the items received by you pursuant to this Agreement, separately reporting and giving cumulative totals as to items properly received and items improperly received. In addition, you will also inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to the Expiration Date of such other information as they may reasonably request. Such cooperation shall include, without limitation, the granting by you to the Company and such person as the Company may request of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiration Date the Company shall have received information in sufficient detail to enable the Company to decide whether to extend the Exchange Offer. You shall prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Old Securities tendered, the aggregate principal amount of Old Securities accepted and deliver said list to the Company.

(18) Letters of Transmittal and Notices of Guaranteed Delivery shall be stamped by you as to the date and, after the expiration of the Exchange Offer, the time, of receipt thereof and shall be preserved by you for a period of time at least equal to the period of time you preserve other records pertaining to the transfer of securities. You shall dispose of unused Letters of Transmittal and other surplus materials by returning them to the Company as soon as practicable following the Expiration Date.

(19) For services rendered as Exchange Agent hereunder, you shall be entitled to compensation in the amount of $2,500.00. The provisions of this section shall survive the termination of this Agreement.

(20) You hereby acknowledge receipt of the Prospectus and the Letter of Transmittal and the other documents associated with the Exchange Offer attached hereto and that you have examined each of them. Any inconsistency between this Agreement, on the one hand, and the Prospectus and the Letter of Transmittal or such other documents (as they may be amended from time to time), on the other hand, shall be resolved in favor of the latter documents, except with respect to your duties, liabilities and indemnification as Exchange Agent, which shall be controlled by this Agreement.

(21) (a) The Company covenants and agrees to fully indemnify and hold you harmless against any and all loss, liability, cost or expense, including reasonable attorneys’ fees and expenses, incurred without gross negligence, willful misconduct or bad faith on your part, arising out of or in connection with any act, omission, delay or refusal made by you in reliance

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upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document believed by you to be valid, genuine and sufficient and in accepting any tender or effecting any transfer of Old Securities believed by you in good faith to be authorized, and in delaying or refusing in good faith to accept any tenders or effect any transfer of Old Securities. In each case, the Company shall be notified by you, by letter or facsimile transmission, of the assertion (whether written or otherwise) of a claim against you or of any other action commenced against you, as soon as practicable after you shall have received any such assertion or shall have been served with a summons in connection therewith. The Company shall be entitled to participate at its own expense in the defense of any such claim or other action and, if the Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company shall assume the defense of any such suit, the Company shall not be liable for the fees and expenses of any additional counsel thereafter retained by you, so long as the Company shall retain counsel reasonably satisfactory to you to defend such suit, and so long as you have not determined, in your reasonable judgment based upon the written opinion of your counsel, that a conflict of interest exists between you and the Company. The Company shall not be liable under this paragraph for the fees and expenses of more than one legal counsel for you. The provisions of this section shall survive the termination of this Agreement.

(b) You agree that, without the prior written consent of the Company, you will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought in accordance with the indemnification provision of this Agreement (whether or not you are an actual or potential party to such claim, action or proceeding). Under no circumstances shall the Company be liable for the costs and expenses of any settlement of any action, proceeding, suit or claim effected by you without the prior written consent of the Company.

(22) You shall arrange to comply with all requirements under the tax laws of the United States, including those relating to missing Tax Identification Numbers, and shall file any appropriate reports with the Internal Revenue Service.

(23) You shall notify the Company of the amount of any transfer taxes payable in respect of the Old Securities and shall deliver or cause to be delivered, in a timely manner, to each governmental authority to which any transfer taxes are payable in respect of the exchange of Old Securities your check in the amount of all transfer taxes so payable, and, subject to the provisions of 8(c) of this Agreement, the Company shall reimburse you for the amount of any and all transfer taxes payable in respect of the exchange of the Old Securities; provided, however, that you shall reimburse the Company for amounts refunded to you in respect of your payment of any such transfer taxes, at such time as such refund is received by you.

(24) You shall deliver or cause to be delivered, in a timely manner to each governmental authority to which any transfer taxes are payable in respect of the exchange of Old Securities, the Company’s check in the amount of all transfer taxes so payable; provided, however, that you shall reimburse the Company for amounts refunded to you in respect of your payment of any such transfer taxes, at such time as such refund is received by you.

(25) This Agreement and your appointment as Exchange Agent hereunder shall be construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state, and without regard to conflicts of law principles, and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of each of the parties hereto.

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(26) This agreement may not be assigned by any party without the prior written consent of all parties.

(27) This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.

(28) In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(29) This Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the party to be charged.

(30) Unless otherwise provided herein, all notices and communications hereunder shall be in writing and shall be deemed to be duly given if delivered or mailed first class certified or registered mail, postage prepaid, faxed or electronically mailed as follows:

If to the Company:	Hughes Supply, Inc. Attn: Jay Clark One Hughes Way Orlando, FL 32805 Telephone: 407-822-2285 Facsimile: 407-648-9898 e-mail: jay.clark@hughessupply.com
and a copy to (which shall not constitute notice):	Holland & Knight LLP Attn: Tom McAleavey 200 South Orange Avenue, Suite 2600 Orlando, FL 32801 Telephone: 407-425-8500 Facsimile: 407-244-5288 e-mail: tom.mcaleavey@hklaw.com
If to you:	U.S. Bank National Association Attn: Peter Fowler 500 W. Cypress Creek Road Suite 560 Fort Lauderdale, FL 33309 Telephone: 954-776-2225 Facsimile: 954-776-2629 e-mail: peter.fowler@usbank.com

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and a copy to (which shall not constitute notice): Greenberg Traurig, P.A. Attn: Warren S. Bloom 450 South Orange Avenue, Suite 650 Orlando, FL 32801 Telephone: 407-420-1000 Facsimile: 407-420-5909 e-mail: bloomw@gtlaw.com

or such other address, facsimile number or e-mail address as any of the above may have furnished to the other parties in writing for such purposes.

(31) Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days following the Expiration Date. Notwithstanding the foregoing, Sections 19, 21, 22 and 23 shall survive the termination of this Agreement. Upon any termination of this Agreement, you shall promptly deliver to the Company any certificates for Securities, funds or property then held by you as Exchange Agent under this Agreement.

(32) This Agreement shall be binding and effective as of the date hereof.

[SIGNATURE PAGES TO FOLLOW]

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Please acknowledge receipt of this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy.

HUGHES SUPPLY, INC.

By:

Name:

Title:

Accepted as of the date

first above written:

U.S. BANK NATIONAL ASSOCIATION, as Exchange Agent
By:
	Peter H. Fowler Vice President

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Exhibit A

Exhibit B

CORRESP

May 10, 2005 STEPHEN P. ARTUSI (561) 650-8352 Internet Address: stephen.artusi@hklaw.com

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: Hughes Supply, Inc. Registration Statement on Form S-4

Ladies and Gentlemen:

On behalf of Hughes Supply, Inc., we transmit via EDGAR for filing with the Commission the above-referenced Registration Statement.

Please direct any questions with respect to the foregoing to the undersigned by telephone to (561) 650-8352.

Very truly yours, HOLLAND & KNIGHT LLP
By:	/s/    Stephen P. Artusi
	Stephen P. Artusi

cc: John Z. Pare, Esq. Tom McAleavey, Esq.