S-4/A

As filed with the Securities and Exchange Commission on June 30, 2005

Registration No. 333-124792

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1

TO

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.  ¨

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	(1)
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)
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	(1)
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 (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 JUNE 30, 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 fully and unconditionally guaranteed on a senior unsecured basis 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 10 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
Incorporation of Certain Documents by Reference	ii
Forward-Looking Statements	iii
Summary	1
Risk Factors	10
Ratio of Earnings to Fixed Charges	17
Use of Proceeds	17
Capitalization	18
Selected Consolidated Financial Data	19
The Exchange Offer	21
Description of the Notes	31
Material Federal Income Tax Considerations	40
Plan of Distribution	41
Legal Matters	42
Experts	42
Available Information	42
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.

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. This prospectus incorporates important business and financial information about us that is not included in or delivered with 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.

ii

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).

• Quarterly report on Form 10-Q for the quarter ended April 30, 2005.

• Current Reports on Form 8-K filed on May 23, 2005 (including the Form 8-K filed on such date with respect to which the date of the earliest event reported was May 19, 2005, but specifically excluding the Form 8-K filed on such date with respect to which the date of the earliest event reported was May 23, 2005), April 11, 2005 and February 14, 2005.

• Amendment No. 1 to Current Report on Form 8-K/A filed on June 9, 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

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.

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.

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 certain of those forward-looking statements are subject to the safe harbor provisions created by those sections. Those safe harbor provisions do not apply, however, to statements in this prospectus that are made in connection with the exchange offer described in this prospectus. 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.

iii

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 over 500 branches located in 40 states and two branches in Canada. 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 44% and 26%, respectively, of our net sales for the three months ended April 30, 2005. We operate in 14 of the 15 fastest growing states in the United States, which collectively contributed 77% of our consolidated net sales for the three months ended April 30, 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.

1

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.

2

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.

3

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 “Material Federal Income Tax Considerations.”

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.

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.

4

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 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

5

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 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.”

6

Accounting Treatment We will record the new notes in our accounting records at the same carrying value as the original notes, 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.

7

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.”

Certain Covenants The indenture contains covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to:

• incur secured debt;

• engage in sale and leaseback transactions; and

• sell or lease all or substantially all of our assets or merge with or into other companies.

These covenants are subject to a number of important exceptions and qualifications described under “Description of the Notes—Merger, Consolidation, Sale, Lease or Conveyance” and “Description of the Notes—Certain Covenants.”

Events of Default Each of the following is an event of default under the indenture:

• our failure to pay principal of the new notes when due;

8

• our failure to pay interest when due on the new notes and continuance of such failure for 30 days thereafter;

• 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;

• 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;

• 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;

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

• any guarantee of the new 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 new notes.

Remedies 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 new 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 new notes may declare the principal due and payable immediately upon any other event of default.

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.

9

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;

10

• 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;

11

• 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 were 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.

12

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 April 30, 2005, our outstanding indebtedness was $545.4 million compared to shareholders’ equity of $1.28 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

13

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 63% of our consolidated net sales in the first quarter of fiscal year 2006. 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.

14

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 April 30, 2005, our amount of secured debt was $9.2 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 April 30, 2005, our total unsecured debt was $536.2 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.

15

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.

16

RATIO OF EARNINGS TO FIXED CHARGES

The unaudited consolidated ratio of earnings to fixed charges for each of the periods indicated is as follows.

	Fiscal Years Ended					Three Months Ended
	2005	2004	2003	2002	2001	April 30, 2005	April 30, 2004
Ratio of earnings to fixed charges	4.6	2.7	3.1	2.4	2.4	4.6	5.0

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 from the offering of the original notes were approximately $295.7 million. The net proceeds from the offering of the original notes were used for the repayment of then-outstanding borrowings of $203.5 million under our revolving credit agreement, with the remainder to be used, along with our other sources of cash, including cash flows from operations and a concurrent registered offering of our common stock in October 2004 (the “Stock Offering”) which generated net proceeds of $114.8 million, for the acquisition of businesses, the 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. Subsequent to the offering of the original notes and the Stock Offering, we completed the acquisition of Southwest Power, Inc. and Western States Electric, Inc. and their subsidiary entities (collectively referred to as “SWP/WSE”). The purchase price consisted of $123.1 million of net cash paid for SWP/WSE’s net assets, subject to the finalization of working capital adjustments in accordance with the purchase agreement. Capital expenditures during the fourth quarter of fiscal year 2005 and the first quarter of fiscal year 2006 totaled $9.7 million and $12.3 million, respectively. Scheduled principal payments on our senior notes due 2005 through 2013 totaling $35.1 million were made during the fourth quarter of fiscal year 2005; no principal payments were made during the first quarter of fiscal year 2006. Principal amortization on our senior notes during fiscal year 2006 is expected to be $44.1 million.

17

CAPITALIZATION

The following table sets forth our capitalization as of April 30, 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 April 30, 2005
	(in millions) (unaudited)
Cash and cash equivalents	$	231.9
Long-term debt (including current portion):
Senior notes due 2005 through 2013	$	237.2
5.50% senior notes due 2014, net of discount		298.5
Fair value hedge carrying value adjustment		0.5
Other notes payable		9.2
Total debt	$	545.4
Shareholders’ equity:
Preferred stock (10,000,000 shares authorized, none issued)	$	—
Common stock (200,000,000 shares authorized; 66,430,667 shares issued)		66.4
Capital in excess of par value		634.4
Retained earnings		601.3
Accumulated other comprehensive income, net of tax		1.9
Unearned compensation related to outstanding restricted stock		(19.5	)
Total shareholders’ equity	$	1,284.5
Total capitalization	$	1,829.9

18

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 and the three-month periods ended April 30, 2005 and April 30, 2004. 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. We derived the selected financial data as of and for the three-month periods ended April 30, 2005 and April 30, 2004 from our unaudited consolidated financial statements and related notes. Our unaudited consolidated financial statements for the three months ended April 30, 2005 and April 30, 2004 include, in our opinion, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our results for those periods. Our results for interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year. 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															Three Months Ended
	January 31, 2005(1)(2)(3)			January 30, 2004(2)(3)			January 31, 2003(3)			January 25, 2002			January 26, 2001			April 30, 2005(1)			April 30, 2004(2)(3)
																(unaudited)
	(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		$	1,239.7		$	992.8
Cost of sales		3,383.3			2,519.7			2,356.6			2,340.6			2,565.1			963.4			751.2
Gross margin		1,039.3			733.7			709.7			697.1			745.1			276.3			241.6
Selling, general and administrative expenses		791.3			589.8			568.0			564.0			590.6			206.0			185.0
Depreciation and amortization(4)		27.1			21.2			20.5			31.1			32.6			7.8			6.0
Impairment of long-lived assets		—			—			—			0.7			15.6			—			—
Total operating expenses		818.4			611.0			588.5			595.8			638.8			213.8			191.0
Operating income		220.9			122.7			121.2			101.3			106.3			62.5			50.6
Interest expense		30.6			34.6			30.3			35.9			43.3			9.0			6.3
Interest and other income		8.0			6.4			7.3			9.3			17.7	(5)		2.2			1.7
Income before income taxes		198.3			94.5			98.2			74.7			80.7			55.7			46.0
Income taxes		74.6			36.8			40.1			30.6			34.2			21.7			16.2
Net income	$	123.7		$	57.7		$	58.1		$	44.1		$	46.5		$	34.0		$	29.8
Earnings per share: (6)
Basic	$	2.01		$	1.26		$	1.25		$	0.95		$	1.00		$	0.53		$	0.50
Diluted	$	1.95		$	1.23		$	1.23		$	0.94		$	0.99		$	0.51		$	0.48
Dividends declared per share	$	0.260		$	0.200		$	0.178		$	0.170		$	0.170		$	0.090		$	0.065
Weighted-average shares outstanding:
Basic		61.4			45.9			46.4			46.4			46.5			64.6			59.9
Diluted		63.4			47.0			47.3			46.8			47.2			66.5			61.7
Balance Sheet Data:
Cash and cash equivalents	$	213.2		$	8.3		$	1.7		$	6.8		$	22.4		$	231.9		$	9.4
Working capital (including cash)		915.3			603.6			558.8			588.3			679.1			958.8			624.4
Total assets		2,530.3			1,881.3			1,434.9			1,293.2			1,406.7			2,624.3			1,958.2
Total debt		545.7			413.3			441.9			422.9			531.5			545.4			346.9
Shareholders’ equity		1,253.9			1,012.0			644.8			594.5			570.0			1,284.5			1,040.6
Consolidated Statement of Cash Flows Data:
Cash flow provided by operating activities	$	145.2		$	145.9		$	112.4		$	143.0		$	56.0			13.4			23.5
Cash flow (used in) provided by investing activities		(191.0	)		(291.5	)		(42.2	)		(22.5	)		(39.0	)		(12.0	)		32.8
Cash flow provided by (used in) financing activities		250.7			152.2			(75.3	)		(136.1	)		(4.6	)		17.3			(55.2	)
Increase (decrease) in cash and cash equivalents		204.9			6.6			(5.1	)		(15.6	)		12.4			18.7			1.1

19

(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 and fiscal quarters presented reflect the two-for-one stock split effective September 22, 2004.

20

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.

21

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.

22

We reserve the right, in our sole discretion:

• to delay accepting any original notes as a result of any extension of the exchange offer by us;

• 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,

in each case 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 (i) in the case of a delay in acceptance, termination or amendment, as promptly as reasonably practicable, and (ii) in the case of an extension, prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date, in either case under subclause (i) or (ii) 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.”

23

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.

24

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;

25

• 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) promptly 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.

26

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.

27

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.

28

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.

29

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 at or before the expiration of the exchange offer, in our discretion. We may also waive, from time to time after the expiration of the exchange offer, conditions to the exchange offer that are related to the receipt of government regulatory approvals necessary for the consummation of the exchange offer. If we waive a condition to the exchange offer we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the holders, if the exchange offer would otherwise expire during such five to ten business day period. 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.

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, 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.

30

DESCRIPTION OF THE NOTES

We urge you to read the indenture because it 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 April 30, 2005, Hughes Supply had $536.2 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 April 30, 2005, Hughes Supply had $9.2 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.

31

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.

32

“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;

33

• 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;

34

(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

35

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

36

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.

37

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.

38

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.

39

MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

The exchange of the original notes for the new notes pursuant to the exchange offer will not constitute a significant modification of the terms of the notes and, therefore, such exchange will not constitute an exchange for U.S. federal income tax purposes. Accordingly, such exchange will 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 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 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.

40

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.

41

LEGAL MATTERS

Certain legal matters relating to 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 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) 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 1580, 100 F Street, N.E., 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).

42

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	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 Registered Public Accounting Firm

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 the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included 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	Articles of Incorporation of Montana Electric Supply
3.59	Bylaws of Montana Electric Supply
3.60	Articles of Incorporation of Montana Electric Supply, Inc.
3.61	Bylaws of Montana Electric Supply, Inc.
3.62	Certificate of Formation of Provalue, LLC
3.63	Operating Agreement of Provalue, LLC
3.64	Articles of Incorporation of Southwest Power, Inc.
3.65	Bylaws of Southwest Power, Inc.
3.66	Certificate of Limited Partnership of Southwest Stainless, L.P.
3.67	Limited Partnership Agreement of Southwest Stainless, L.P.
3.68	Certificate of Formation of SWS Acquisition, LLC
3.69	Operating Agreement of SWS Acquisition, LLC
3.70	Articles of Organization of Utility Products Supply Company, LLC
3.71	Operating Agreement of Utility Products Supply Company, LLC

II-3

Exhibit No.	Description
3.72	Articles of Incorporation of WES Acquisition Corporation, Inc. d/b/a Wyoline Electric Supply, Inc.
3.73	Bylaws of WES Acquisition Corporation, Inc. d/b/a Wyoline Electric Supply, Inc.
3.74	Articles of Incorporation of Western States Electric, Inc.
3.75	Bylaws of Western States Electric, Inc.
3.76	Articles of Incorporation of World-Wide Travel Network, Inc.
3.77	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)
23.3	Consent of PricewaterhouseCoopers LLP, Independent Registered Certified Public Accounting Firm
23.4	Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm
24.1	Powers of Attorney (included on signature pages of Registration Statement as originally filed)
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*

* Previously filed

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 Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on June 30, 2005.

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

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
* Thomas I. Morgan	President and Chief Executive Officer and Director (Principal Executive Officer)	June 30, 2005
/S/    DAVID BEARMAN         David Bearman	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 30, 2005
* David H. Hughes	Chairman and Director	June 30, 2005
* John D. Baker II	Director	June 30, 2005
* Robert N. Blackford	Director	June 30, 2005
H. Corbin Day	Director	June 30, 2005
* Vincent S. Hughes	Director	June 30, 2005
* Dale E. Jones	Director	June 30, 2005
* William P. Kennedy	Director	June 30, 2005
* Patrick J. Knipe	Director	June 30, 2005
* Amos R. McMullian	Director	June 30, 2005

*By:	/S/    DAVID BEARMAN
	David Bearman Attorney-in-Fact

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrants have duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on June 30, 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

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
* Thomas I. Morgan	President and Director (Principal Executive Officer)	June 30, 2005
/S/    DAVID BEARMAN       David Bearman	Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	June 30, 2005
* David H. Hughes	Chairman and Director	June 30, 2005

*By:	/S/    DAVID BEARMAN
	David Bearman Attorney-in-Fact

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrants have duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on June 30, 2005.

HSI FUNDING, LLC
By:	/S/    JOHN Z. PARÉ
	John Z. Paré Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
* Gordon W. Stewart	President, Assistant Secretary and Member of Board of Managers (Principal Executive Officer)	June 30, 2005
* Carl E. Gillert	Assistant Treasurer and Member of Board of Managers (Principal Financial Officer and Principal Accounting Officer)	June 30, 2005
* Stephen J. Wilder	Vice President, Treasurer and Member of Board of Managers	June 30, 2005

*By:	/S/    DAVID BEARMAN
	David Bearman Attorney-in-Fact

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrants have duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on June 30, 2005.

HSI IP, INC.
By:	/S/    JOHN Z. PARÉ
	John Z. Paré Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
* Gordon W. Stewart	President, Assistant Secretary and Director (Principal Executive Officer)	June 30, 2005
* Carl E. Gillert	Assistant Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	June 30, 2005
* Stephen J. Wilder	Vice President, Treasurer and Director	June 30, 2005

*By:	/S/    DAVID BEARMAN
	David Bearman Attorney-in-Fact

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrants have duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on June 30, 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

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
* Thomas I. Morgan	President and Director (Principal Executive Officer)	June 30, 2005
/S/    DAVID BEARMAN David Bearman	Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	June 30, 2005
* David H. Hughes	Chairman and Director	June 30, 2005

*By:	/S/    DAVID BEARMAN
	David Bearman Attorney-in-Fact

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrants have duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on June 30, 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

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
* Thomas I. Morgan	President and Director (Principal Executive Officer)	June 30, 2005
/S/    DAVID BEARMAN         David Bearman	Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	June 30, 2005
* David H. Hughes	Chairman and Director	June 30, 2005

*By:	/S/    DAVID BEARMAN
	David Bearman Attorney-in-Fact

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on June 30, 2005.

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

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
* Thomas I. Morgan	President and Chief Operating Officer and Director (Principal Executive Officer)	June 30, 2005
/S/    DAVID BEARMAN         David Bearman	Treasurer (Principal Financial Officer and Principal Accounting Officer)	June 30, 2005
* John A. Steele	Chairman and Director	June 30, 2005
* Stephen R. Benton	Director	June 30, 2005
* Jeff A. Clyne	Director	June 30, 2005
* Jasper L. Holland, Jr.	Director	June 30, 2005
* Clyde E. Hughes III	Director	June 30, 2005
* Rick McClure	Director	June 30, 2005
* Michael L. Stanwood	Director	June 30, 2005
* Thomas J. Starnes	Director	June 30, 2005

*By:	/S/    DAVID BEARMAN
	David Bearman Attorney-in-Fact

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on June 30, 2005.

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

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
* Thomas I. Morgan	President and Chief Operating Officer and Director (Principal Executive Officer)	June 30, 2005
/S/    DAVID BEARMAN         David Bearman	Treasurer (Principal Financial Officer and Principal Accounting Officer)	June 30, 2005
*   John A. Steele	Chairman and Director	June 30, 2005
* Stephen R. Benton	Director	June 30, 2005
* Jeff A. Clyne	Director	June 30, 2005
* Jasper L. Holland, Jr.	Director	June 30, 2005
* Clyde E. Hughes III	Director	June 30, 2005
* Rick McClure	Director	June 30, 2005
* Michael L. Stanwood	Director	June 30, 2005
* Thomas J. Starnes	Director	June 30, 2005

*By:	/S/    DAVID BEARMAN
	David Bearman Attorney-in-Fact

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on June 30, 2005.

SWS ACQUISITION, LLC
By:	/S/    JOHN Z. PARÉ
	John Z. Paré Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
* Gordon W. Stewart	President, Assistant Secretary and Member of Board of Managers (Principal Executive Officer)	June 30, 2005
/S/    DAVID BEARMAN         David Bearman	Principal Financial Officer and Principal Accounting Officer and Member of Board of Managers	June 30, 2005
* Carl E. Gillert	Assistant Treasurer and Member of Board of Managers	June 30, 2005

*By:	/S/    DAVID BEARMAN
	David Bearman Attorney-in-Fact

II-14

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-15

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	Articles of Incorporation of Montana Electric Supply
3.59	Bylaws of Montana Electric Supply
3.60	Articles of Incorporation of Montana Electric Supply, Inc.
3.61	Bylaws of Montana Electric Supply, Inc.
3.62	Certificate of Formation of Provalue, LLC
3.63	Operating Agreement of Provalue, LLC
3.64	Articles of Incorporation of Southwest Power, Inc.

II-16

Exhibit No.	Description
3.65	Bylaws of Southwest Power, Inc.
3.66	Certificate of Limited Partnership of Southwest Stainless, L.P.
3.67	Limited Partnership Agreement of Southwest Stainless, L.P.
3.68	Certificate of Formation of SWS Acquisition, LLC
3.69	Operating Agreement of SWS Acquisition, LLC
3.70	Articles of Organization of Utility Products Supply Company, LLC
3.71	Operating Agreement of Utility Products Supply Company, LLC
3.72	Articles of Incorporation of WES Acquisition Corporation, Inc. d/b/a Wyoline Electric Supply, Inc.
3.73	Bylaws of WES Acquisition Corporation, Inc. d/b/a Wyoline Electric Supply, Inc.
3.74	Articles of Incorporation of Western States Electric, Inc.
3.75	Bylaws of Western States Electric, Inc.
3.76	Articles of Incorporation of World-Wide Travel Network, Inc.
3.77	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)
23.3	Consent of PricewaterhouseCoopers LLP, Independent Registered Certified Public Accounting Firm
23.4	Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm
24.1	Powers of Attorney (included on signature pages of Registration Statement as originally filed)
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*

* Previously filed

II-17

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.

/s/ Barbara Beach

Sole Incorporator

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-3.45

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;

2

(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

3

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.

4

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.

5

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

EX-3.54

Exhibit 3.54

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.

2

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

3

EX-3.55

Exhibit 3.55

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

2

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.

3

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

4

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.

5

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.

6

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

7

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.

8

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.

9

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

10

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

11

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

12

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

13

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

14

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.

15

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]

16

EX-3.56

Exhibit 3.56

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,

1

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

2

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.

3

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.

4

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

5

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-3.57

Exhibit 3.57

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

EX-3.58

Exhibit 3.58

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-3.59

Exhibit 3.59

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

Page 7

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.

Page 8

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

Page 9

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

Page 10

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

Page 11

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

Page 12

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

Page 13

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.

Page 14

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.

Page 15

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-

Page 16

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

Page 17

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.

Page 18

(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

Page 19

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

Page 20

EX-3.60

Exhibit 3.60

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-3.61

Exhibit 3.61

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.

1

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.

2

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

3

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

4

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;

5

(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.

6

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

7

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,

8

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.

9

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.

10

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

11

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.

12

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

13

EX-3.62

Exhibit 3.62

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-3.63

Exhibit 3.63

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

2

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.

3

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,

4

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.

5

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

6

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

7

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

8

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-3.64

Exhibit 3.64

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

- 2 -

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-3.65

Exhibit 3.65

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.

-2-

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.

-3-

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

-4-

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.

-5-

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

-6-

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

-7-

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

-8-

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.

-9-

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

-10-

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.

-11-

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

-12-

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

-13-

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.

-14-

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

-15-

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

-16-

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.

-17-

EX-3.66

Exhibit 3.66

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-3.67

Exhibit 3.67

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.

2

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.

3

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.

4

(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.

5

(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

6

(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.

7

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

8

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-3.68

Exhibit 3.68

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-3.69

Exhibit 3.69

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;

2

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

3

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.

5

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.

6

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.

7

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.

*    *    *

8

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

9

EXHIBIT A

TO LIMITED LIABILITY AGREEMENT

OF SWS ACQUISITION, LLC

Certificate of Formation

[See Attached]

10

EX-3.70

Exhibit 3.70

	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-3.71

Exhibit 3.71

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

-2-

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;

-3-

(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).

-4-

“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.

-5-

“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.

-6-

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.

-7-

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

-8-

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

-9-

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.

-10-

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

-11-

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;

-12-

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

-13-

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

-14-

(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;

-15-

(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;

-16-

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

-17-

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.

-18-

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

-19-

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.

-20-

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

-21-

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;

-22-

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.

-23-

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.

-24-

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.

-25-

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-3.72

Exhibit 3.72

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-3.73

Exhibit 3.73

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.

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 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.

Page 4

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

Page 5

(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.

Page 6

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.

Page 7

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.

Page 8

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.

Page 9

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

Page 10

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.

Page 11

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

Page 12

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.

Page 13

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.

Page 14

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.

Page 15

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.

Page 16

(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.

Page 17

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-3.74

Exhibit 3.74

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

-4-

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-3.75

Exhibit 3.75

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.

Page 5

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,

Page 6

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.

Page 7

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

Page 8

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.

Page 9

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,

Page 10

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.

Page 11

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

Page 12

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.

Page 13

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.

Page 14

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

Page 15

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.

Page 16

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.

Page 17

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.

Page 18

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.

Page 19

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-3.76

Exhibit 3.76

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-3.77

Exhibit 3.77

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

[Letterhead of Holland & Knight LLP]

June 30 , 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 the subsidiaries of the Company listed on Schedule 1 hereto (the “Guarantors”) in connection with the Registration Statement on Form S-4, No. 333-124792, as amended (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.

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 corporation, partnership and limited liability laws of the states of Oregon, Georgia, Florida, Delaware, California, Texas, Colorado, Montana and Wyoming; 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

Hughes Supply, Inc.

June 30, 2005

Page 2

Schedule 1

List of Subsidiaries

Compass Utility Supply, Ltd.

Hughes Building Materials Group, Inc.

Hughes Building Materials Holdings, LLC

Hughes Building Materials, Ltd.

Hughes Canada, Inc.

Hughes Electric Holdings, LLC

Hughes Electric Supply, Ltd.

Hughes GP & Management, Inc.

Hughes Holdings, LLC

Hughes Insurance Holdings, Inc.

Hughes MRO Group, Inc.

Hughes MRO Holdings, LLC

Hughes MRO, Ltd.

Hughes Plumbing Group, Inc.

Hughes Plumbing Holdings, LLC

Hughes Plumbing Supply, Ltd.

Hughes Supply Management, Inc.

Hughes Supply Management Services, Inc.

Hughes Supply Shared Services, Inc.

Hughes Utilities Group, Inc.

Hughes Utilities Holdings, LLC

Hughes Utilities, Ltd.

Hughes Water & Sewer Holdings, LLC

Hughes Water & Sewer, Ltd.

HSI Funding, LLC

HSI IP, Inc.

Merex Corporation

Montana Electric Supply

Montana Electric Supply, Inc.

Provalue, LLC

Southwest Power, Inc.

Southwest Stainless, L.P.

SWS Acquisition, LLC

Utility Products Supply Company, LLC

WES Acquisition Corporation, Inc. d/b/a Wyoline Electric Supply, Inc.

Western States Electric, Inc.

World-Wide Travel Network, Inc.

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												Three Months Ended
	January 31, 2005		January 30, 2004		January 31, 2003			January 25, 2002			January 26, 2001		April 30, 2005		April 30, 2004
Income before income taxes	$	198.3	$	94.5	$	98.2		$	74.7		$	80.7	$	55.7	$	46.0
Less: (Income)/loss of equity investees		—		—		(0.4	)		(0.4	)		2.8		—		—
	$	198.3	$	94.5	$	97.8		$	74.3		$	83.5	$	55.7	$	46.0
Add:  Interest expense and amortization of debt issuance costs		30.6		34.6		30.3			35.9			43.3		9.0		6.3
Interest portion of rental expense		23.9		19.1		17.2			17.2			17.0		6.6		5.3
Distributed income of equity investees		—		—		2.0			0.2			0.5		—		—
Total earnings	$	252.8	$	148.2	$	147.3		$	127.6		$	144.3	$	71.3	$	57.6
Fixed charges
Interest expense and amortization of debt issuance costs	$	30.6	$	34.6	$	30.3		$	35.9		$	43.3	$	9.0	$	6.3
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		6.6		5.3
Total fixed charges	$	54.5	$	54.3	$	47.9		$	53.4		$	60.8	$	15.6	$	11.6
Ratio of earnings to fixed charges		4.6		2.7		3.1			2.4			2.4		4.6		5.0

EX-21.1

EXHIBIT 21.1

Subsidiaries of the Registrant

Set forth below is a listing, by name and jurisdiction of incorporation, of each corporation that is, as of the date of this report, a subsidiary of the Registrant. Unless otherwise indicated, each such corporation is a 100% owned subsidiary of the Registrant.

1) Compass Utility Supply, Inc., an Oregon corporation.

2) HSI Funding, LLC, a Delaware limited liability company.

3) HSI IP, Inc., a Delaware corporation.

4) Hughes Canada, Inc., a Delaware corporation.

5) Hughes Insurance Company, Ltd., a Bermuda company limited by shares.

6) Hughes Insurance Holdings, Inc., a Delaware corporation.

7) Hughes Supply Management Services, Inc., a Delaware corporation.

8) Hughes Supply Management, Inc., a Delaware corporation.

9) Hughes Supply Shared Services, Inc., a Delaware corporation.

10) Hughes Holdings, LLC, a Florida limited liability company.

11) Hughes Building Materials Holdings, LLC, a Florida limited liability company.

12) Hughes Electric Holdings, LLC, a Florida limited liability company.

13) Hughes MRO Holdings, LLC, a Florida limited liability company.

14) Hughes Plumbing Holdings, LLC, a Florida limited liability company.

15) Hughes Utilities Holdings, LLC, a Florida limited liability company.

16) Hughes Water & Sewer Holdings, LLC, a Florida limited liability company.

17) Hughes Building Materials, Ltd., a Florida limited partnership.

18) Hughes Electric Supply, Ltd., a Florida limited partnership.

19) Hughes MRO, Ltd., a Florida limited partnership.

20) Hughes Plumbing Supply, Ltd., a Florida limited partnership.

21) Hughes Utilities, Ltd., a Florida limited partnership.

22) Hughes Water & Sewer, Ltd., a Florida limited partnership.

23) Hughes Building Materials Group, Inc. (fka WCC Merger Corporation), a Georgia corporation.

24) Hughes MRO Group, Inc. (fka Century Maintenance Supply, Inc.), a Delaware corporation.

25) Hughes Plumbing Group, Inc. (fka Todd Pipe & Supply – Hawthorne, Inc.), a California corporation.

26) Hughes Utilities Group, Inc. (fka Utiliserve Holdings, Inc.), a Delaware corporation.

27) Hughes GP & Management, Inc. (fka Z&L Acquisition Corporation), a Delaware corporation.

28) Intra-Power, LLC, a California limited liability company, 49% owned.

29) Merex Corporation, a Texas corporation.

30) Montana Electric Supply, a Montana corporation.

31) Montana Electric Supply, Inc., a Wyoming corporation.

32) Provalue, LLC, a Delaware limited liability company.

33) Southwest Power, Inc., a California corporation.

34) Southwest Stainless, L.P., a Delaware limited partnership.

35) SWS Acquisition LLC, a Florida limited liability company.

36) Utility Products Supply Company, LLC, a Colorado limited liability company.

37) WES Acquisition Corporation, Inc., d/b/a Wyoline Electric Supply, Inc., a Wyoming corporation.

38) Western States Electric, Inc., a Oregon corporation.

39) World-Wide Travel Network, Inc., a Florida corporation.

EX-23.3

Exhibit 23.3

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, FL

June 29, 2005

EX-23.4

Exhibit 23.4

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 reports 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

June 27, 2005

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.

** 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:

2

¨ CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

    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:

Name:

Address:

Daytime Area Code

and Telephone No.:

Contact Person:

Principal Amount of Old Notes so Held: $

3

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.

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 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

4

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.

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. 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.

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.

5

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)

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.:

6

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)

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.:

7

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 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

8

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 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

9

to an account with such book-entry transfer facility specified by the holder) promptly 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.

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,

10

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 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 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.

11

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.

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.

12

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).

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

13

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

14

CORRESP

June 30, 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

File No. 333-124792 and 333-124792-01 through 38

Ladies and Gentlemen:

On behalf of Hughes Supply, Inc. and the subsidiaries of Hughes Supply, Inc. that are additional registrants with respect to the above-referenced Registration Statement, we transmit via EDGAR for filing with the Commission Pre-Effective Amendment No. 1 to 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. Paré, Esq.

Tom McAleavey, Esq.