0001193125-05-135978 Sample Contracts

OPERATING AGREEMENT OF HUGHES UTILITIES HOLDINGS, LLC
Operating Agreement • June 30th, 2005 • Hughes Water & Sewer, LTD • Wholesale-hardware & plumbing & heating equipment & supplies • Florida

This Operating Agreement (this “Agreement”) of Hughes Utilities Holdings, LLC, is entered into effective as of the 22nd 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”).

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LIMITED LIABILITY COMPANY AGREEMENT OF PRO VALUE, LLC
Limited Liability Company Agreement • June 30th, 2005 • Hughes Water & Sewer, LTD • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware

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”).

OPERATIVE AGREEMENT OF UTILITY PRODUCTS SUPPLY COMPANY, LLC A Colorado Limited Liability Company Dated Effective as of August 8, 2001
Operating Agreement • June 30th, 2005 • Hughes Water & Sewer, LTD • Wholesale-hardware & plumbing & heating equipment & supplies • Colorado

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.

LIMITED LIABILITY COMPANY AGREEMENT OF SWS ACQUISITION, LLC A DELAWARE LIMITED LIABILITY COMPANY Effective as of December 17, 2002
Limited Liability Company Agreement • June 30th, 2005 • Hughes Water & Sewer, LTD • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware

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”).

AGREEMENT OF LIMITED PARTNERSHIP OF SOUTHWEST STAINLESS, L.P.
Hughes Water & Sewer, LTD • June 30th, 2005 • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware

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.

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