Hughes Supply, Inc. ▼

AGREEMENT AND PLAN OF MERGER

AMONG

HUGHES SUPPLY, INC.,

MRO MERGER CORP.,

FS EQUITY PARTNERS IV, L.P.,

CENTURY AIRCONDITIONING HOLDINGS, INC., DENNIS C. BEARDEN

AND

CENTURY MAINTENANCE SUPPLY, INC.

November 26, 2003

TABLE OF CONTENTS

1. Definitions.

2. The Merger and Conversion of Securities.

    2.1 The Merger.

    2.2 The Closing.

     . . .

AGREEMENT OF LIMITED PARTNERSHIP

OF

HUGHES PLUMBING SUPPLY, LTD.

This Agreement of Limited Partnership of Hughes Plumbing Supply, Ltd., a Florida limited partnership (this �Agreement�), is entered into by and among Hughes GP & Management, Inc., a Delaware corporation, as general partner (the �General Partner�), and Hughes Plumbing Holdings, LLC, a Florida limited liability company, as limited partner (the �Limited Partner�). The General Partner and the Limited Partner are referred to collectively as the �Partners�, and the terms �General Partner� and  . . .

ARTICLES OF INCORPORATION

OF

WCC MERGER CORPORATION

Name

Address (including county)

BYLAWS

OF

COMPASS UTILITY SUPPLY, LTD.

Originally adopted on: February 12, 2004

Amendments are listed on page i

AMENDMENTS

Section

Effect of Amendment

Date of Amendment

Page i

CONTENTS

SECTION 1. OFFICES

SECTION 2. SHAREHOLDERS

2.1

Annual Meeting

2.2

BY-LAWS

OF

TEMPLE HOLDING COMPANY

A Delaware Corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located 1209 Orange Street, City of Wilmington, County of New Castle, Delaware. The name of the corporation�s registered agent at such address shall be The Corporation Trust Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2. Other Offices. . . .

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  . . .

BYLAWS

OF

WES ACQUISITION CORPORATION

Originally adopted on: April 26, 2001

Amendments are listed on page i

CONTENTS

SECTION 1. OFFICES

SECTION 2. SHAREHOLDERS

2.1.

Annual Meeting

2.2.

Special Meetings

2.3.

Meetings by Telecommunications

2.4.

Place of Meeting

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  . . .

                                                                    Sub-ITEM (a)

                                                                     Page 1 of 8

                                COMMERCIAL LEASE

      Agreement of Lease, made as of this 1st day of May, 2000, by and
between S J LIMITED PARTNERSHIP, ("Landlord"), and SOUTHWEST STAINLESS, L.P.
("Tenant").

      A.    Landlord and Tenant desire to hereby enter into a Commercial Lease
            for the demised premises described therein as 7311 Galveston Rd.
            #800, Houston, TX. (" . . .

                               HUGHES SUPPLY, INC.

                            Amended and Restated Plan
                          Directors' Stock Option Plan
                 (with Amendments Approved Through May 21, 2002)

      1.    PURPOSE

            This Directors' Stock Option Plan (the "Plan") is intended as an
incentive and to encourage Directors of Hughes Supply, Inc. (the "Corporation")
who are not, and for the previous twelve (12) months have not been, employees of
the Corporation eligible to participate in the Hughes Supply, Inc. 1988  . . .

Form of Exchange Agent Agreement

                    , 2005

EXCHANGE AGENT AGREEMENT

U.S. Bank National Association

Attention: Peter Fowler

500 West Cypress Creek Road

Suite 560

Fort Lauderdale, FL 33309

Ladies and Gentlemen:

Hughes Supply, Inc., a Florida corporation (the �Company�) proposes to make an offer (the �Exchange Offer�) to exchange all of its outstanding 5.50% Senior Notes Due 2014 (the �Old Securities�) for its 5.50%  . . .

Note: This is the general form used for an incentive stock option award under the 1997 Executive Stock Plan.

INCENTIVE STOCK OPTION AWARD

PURSUANT TO HUGHES SUPPLY, INC.

1997 EXECUTIVE STOCK PLAN

THIS AWARD is made as of the Grant Date by HUGHES SUPPLY, INC. (the �Company�) to �PARTICIPANT� (the �Optionee�).

Upon and subject to the Terms and Conditions attached hereto and incorporated herein by reference, the Company hereby awards as of the Grant Date to Optionee an incentive stock option (the �Option�) pursuant to the Plan, as described below, to  . . .

INDENTURE

Among

HUGHES SUPPLY, INC.,

THE SUBSIDIARY GUARANTORS PARTIES HERETO

and

U.S. Bank National Association, as Trustee

5.50% SENIOR NOTES DUE 2014

Dated as of October 12, 2004

CROSS-REFERENCE TABLE*

Trust Indenture Act Section

310(a)(1)

      (a)(2)

      (a)(3)

    . . .

                                 LEASE AGREEMENT

      THIS LEASE (this "Lease") is made on July 3, 2003, by and between
STANWOOD LIMITED PARTNERSHIP, a Georgia limited partnership, first party,
hereinafter referred to as "Landlord", and HUGHES SUPPLY, INC., a Florida
corporation, second party, hereinafter referred to as "Tenant" who covenant and
agree as follows:

      1. Premises. Landlord, for and in consideration of the rents, covenants,
agreements, and stipulations hereinafter mentioned, reserved and contained, to
be paid, kept and performed by  . . .

STATE OF GEORGIA
                                                               Lithonia, Georgia
COUNTY OF DEKALB

                                 LEASE AGREEMENT

      THIS LEASE (this "Lease") made this the 13th day of May, 1996, by and
between SWS-GA REALTY, INC., a Georgia corporation, and STANWOOD INTERESTS
LIMITED PARTNERSHIP, a Texas limited partnership, collectively first party,
hereinafter referred to as "Lessor," and HUGHES SUPPLY, INC., a Florida
corporation, second party, hereinafter referred to as "Lessee."

                              . . .

                                                                    Sub-ITEM (a)


STATE OF TEXAS
                                                     8511 Monroe, Houston, Texas
COUNTY OF HARRIS

                                 LEASE AGREEMENT

      THIS LEASE (this "Lease") made this the 13th day of May, 1996, by and
between SWS-TX REALTY, INC., a Texas corporation, first party, hereinafter
referred to as "Lessor," and HUGHES SUPPLY, INC., a Florida corporation, second
party, hereinafter referred to as "Lessee."

                              W I  . . .

                            LEASE EXTENSION AGREEMENT

      THIS LEASE EXTENSION AGREEMENT is made and entered effective as of the
31st day of March, 2003, by and between HUGHES, INC., a Florida corporation
("Lessor"), and HUGHES SUPPLY, INC., a Florida corporation ("Lessee").

            A. Lessor and Lessee entered into twelve (12) different Lease
Agreements, as amended, for the demised premises ("Premises") described therein, . . .

LIMITED LIABILITY COMPANY AGREEMENT OF

HSI FUNDING, LLC

A DELAWARE LIMITED LIABILITY COMPANY

Effective as of January 29, 2003

LIMITED LIABILITY COMPANY AGREEMENT

OF HSI FUNDING, LLC

This Limited Liability Company Agreement, dated as of January 29, 2003, is by the following parties:

HSI Holdings, Inc., a Delaware corporation, with its sole place of business at Harbour Centre, Fourth Floor, George Town, Grand Cayman, Cayman Islands; and

L&T of Delaware, Inc., a Delaware corporation, with its  . . .

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 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  . . .

LIMITED LIABILITY COMPANY AGREEMENT

OF SWS FUNDING, LLC

This Limited Liability Company Agreement, dated as of December 17, 2002, is by the following party:

L&T of Delaware, Inc., a Delaware corporation, with its sole place of business at 1403 Foulk Road, Suite 102, Foulkstone_. Plaza, Wilmington, Delaware 19803 (the �Member�).

BACKGROUND

1. On December 17, 2002, Delaware Incorporators & Registration Service, LLC, executed, delivered and filed with the Secretary of State of the State of Delaware a certificate of formation (the  . . .

CERTIFICATE OF LIMITED PARTNERSHIP

OF

HUGHES MRO MERGER, LTD.

(a Florida limited partnership)

The undersigned, desiring to form a limited partnership pursuant to the laws of the State of Florida, does hereby certify as follows:

1. Name. The name of the limited partnership is as follows:

Hughes MRO Merger, Ltd.

2. Address. The street address of the principal place of business and the mailing address for the limited partnership are as follows:

One Hughes Way

Orlando, FL 32805

3. Registered Agent.  . . .

                         Dated as of January 26, 1999


                                 By And Among



                              HUGHES SUPPLY, INC.

                                      AND

             SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION,
                   individually and as Administrative Agent,
                          FIRST UNION NATIONAL BANK,
                   individually and as Documentation Agent,
                              NATIONSBANK, N.A.,
                     individually and as Syndication Agent
                    SOUTHTRUST BANK, NATIONAL  . . .

<DESCRIPTION>LINE OF CREDIT AGREEMENT
<TEXT>

                            LINE OF CREDIT AGREEMENT


                          Dated as of January 26 , 1999


                                  By And Among


                               HUGHES SUPPLY, INC.

                                       AND

              SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION,
                    individually and as Administrative Agent,
                           FIRST UNION NATIONAL BANK,
                    individually and as Documentation Agent,
                                . . .

                           Dated as of June 22, 2001

                                    between


                  ATLANTIC FINANCIAL GROUP, LTD., as Lessor,


                                      and

                              HUGHES SUPPLY, INC.
                                      AND
            CERTAIN SUBSIDIARIES OF HUGHES SUPPLY, INC., as Lessees

                  ___________________________________________


                                                               [SYNTHETIC LEASE]

================================================================================
<PAGE>

<TABLE>
<CAPTION>
       . . .

MASTER LEASE - SYNTHETIC LEASE

                                                                   Exhibit 10.14

================================================================================

                            MASTER LEASE AGREEMENT

                           Dated as of June 22, 2001

                                    between

                  ATLANTIC FINANCIAL GROUP, LTD., as Lessor,

                                      and

                              HUGHES SUPPLY, INC .
                                      AND
            CERTAIN SUBSIDIARIES OF HUGHES SUPPLY, INC., as Lessees

                  ___________________________________________

                                                               [SYNTHETIC LEASE]

================================================================================

                                    TABLE OF CONTENTS
                                    (Lease Agreement)
                                                                                           Page
                                                                                        
ARTICLE I.           DEFINITIONS.........................................................     1

ARTICLE II.          

LEASE

                                                                   Exhibit 10.14

================================================================================

                            MASTER LEASE AGREEMENT

                           Dated as of June 22, 2001

                                    between

                  ATLANTIC FINANCIAL GROUP, LTD., as Lessor,

                                      and

                              HUGHES SUPPLY, INC.
                                      AND
            CERTAIN SUBSIDIARIES OF HUGHES SUPPLY, INC ., as Lessees

                  ___________________________________________

                                                               [SYNTHETIC LEASE]

================================================================================

                                    TABLE OF CONTENTS
                                    (Lease Agreement)
                                                                                           Page
                                                                                        
ARTICLE I.           DEFINITIONS.........................................................     1

ARTICLE II.          LEASE OF LEASED PROPERTY............................................     1
    2.1              

this "Lease"), dated as of June 22, 2001, is among ATLANTIC FINANCIAL GROUP,
      -----
LTD., a Texas limited partnership (together with its successors and assigns
hereunder, the "Lessor"), as Lessor, and HUGHES SUPPLY, INC ., a Florida
                ------
corporation ("Hughes"), and certain Subsidiaries of Hughes hereafter parties
              ------
hereto (individually, with its successors and permitted assigns hereunder, each
a "Lessee" and collectively, the "Lessees"), as Lessees.
   ------                         -------

                             

written notice:

     If to Lessor:        Atlantic Financial Group, Ltd.
                          2808 Fairmount
                          Suite 250
                          Dallas, Texas 75201
                          Attn:  Stephen Brookshire
                          Facsimile:  214/871-2799

     If to Hughes
     or any other Lessee: Hughes Supply, Inc .
                          20 North Orange Avenue, Suite 200
                          Orlando, Florida 32801
                          Attn: Mark Scimeca, Esq., Associate General Counsel
                          Facsimile:  407/649-3018

     with a copy to:   Lowndes, Drosdick, Doster, Kantor & Reed, 

each caused this Lease Agreement
to be duly executed and delivered and attested by their respective officers
thereunto duly authorized as of the day and year first above written.

Witnessed:                          HUGHES SUPPLY, INC ., as a Lessee

By: ________________________        By:________________________________
     Name:________________             Name:__________________________
                                       Title:__________________________
By: ________________________
     Name:________________

                                      S-1

                                    ATLANTIC FINANCIAL GROUP, LTD.,
                                    as Lessor

                                    By:  Atlantic Financial 

                           Dated as of June 22, 2001

                                    between


                  ATLANTIC FINANCIAL GROUP, LTD., as Lessor,


                                      and


                              HUGHES SUPPLY, INC.
                                      AND
            CERTAIN SUBSIDIARIES OF HUGHES SUPPLY, INC., as Lessees

                  ___________________________________________



                                                               [OPERATING LEASE]

================================================================================
<PAGE>

                                . . .

MASTER LEASE - OPERATING LEASE

                                                                   EXHIBIT 10.15

================================================================================

                            MASTER LEASE AGREEMENT

                           Dated as of June 22, 2001

                                    between

                  ATLANTIC FINANCIAL GROUP, LTD., as Lessor,

                                      and

                              HUGHES SUPPLY, INC .
                                      AND
            CERTAIN SUBSIDIARIES OF HUGHES SUPPLY, INC., as Lessees

                  ___________________________________________

                                                               [OPERATING LEASE]

================================================================================

                               TABLE OF CONTENTS
                               (Lease Agreement)

                                                                                           Page
                                                                                        
ARTICLE I.           DEFINITIONS........................................................      1

ARTICLE II.          

LEASE

                                                                   EXHIBIT 10.15

================================================================================

                            MASTER LEASE AGREEMENT

                           Dated as of June 22, 2001

                                    between

                  ATLANTIC FINANCIAL GROUP, LTD., as Lessor,

                                      and

                              HUGHES SUPPLY, INC.
                                      AND
            CERTAIN SUBSIDIARIES OF HUGHES SUPPLY, INC ., as Lessees

                  ___________________________________________

                                                               [OPERATING LEASE]

================================================================================

                               TABLE OF CONTENTS
                               (Lease Agreement)

                                                                                           Page
                                                                                        
ARTICLE I.           DEFINITIONS........................................................      1

ARTICLE II.          LEASE OF LEASED PROPERTY...........................................      1
    2.1              

this "Lease"), dated as of June 22, 2001, is among ATLANTIC FINANCIAL GROUP,
      -----
LTD., a Texas limited partnership (together with its successors and assigns
hereunder, the "Lessor"), as Lessor, and HUGHES SUPPLY, INC ., a Florida
                ------
corporation ("Hughes"), and certain Subsidiaries of Hughes hereafter parties
              ------
hereto (individually, with its successors and permitted assigns hereunder, each
a "Lessee" and collectively, the "Lessees"), as Lessees.
   ------                         -------

                                 

written notice:

     If to Lessor:          AFG Services, L.P.
                            2808 Fairmount
                            Suite 250
                            Dallas, Texas 75201
                            Attn:  Stephen Brookshire
                            Facsimile: 214/871-2799

     If to Hughes
     or any other Lessee:   Hughes Supply, Inc .
                            20 North Orange Avenue, Suite 200
                            Orlando, Florida 32801
                            Attn: Mark Scimeca, Esq., Associate General Counsel
                            Facsimile: 407/649-3018

     with a copy to:        Lowndes, Drosdick, Doster, Kantor & Reed, 

each caused this Lease Agreement
to be duly executed and delivered and attested by their respective officers
thereunto duly authorized as of the day and year first above written.

Witnessed:                                    HUGHES SUPPLY, INC ., as a Lessee

By: ______________________________            By:______________________________
       Name:______________________               Name:_________________________
                                                 Title:________________________

By: ______________________________
       Name:______________________

                                                                           LEASE
                                                                       AGREEMENT
                                      S-1                        OPERATING LEASE

                                        ATLANTIC FINANCIAL GROUP, LTD.,
                                        as 

News Release

For Immediate Release

May 25, 2004

Director, Investor Relations

(407) 822-2989

HUGHES SUPPLY ANNOUNCES RECORD SALES, NET INCOME AND

EARNINGS PER SHARE

FIRST QUARTER EPS GROWS 90% ON SALES GROWTH OF 27%

SAME STORE SALES GROW 14%

Hughes Supply, Inc. (NYSE:HUG) Orlando, Florida

Hughes Supply, Inc., a leading distributor of construction, repair and maintenance-related products today reported, for its first  . . .

Note: This is the general form used for a non-qualified stock option award under the 1997 Executive Stock Plan.

NON-QUALIFIED STOCK OPTION AGREEMENT

PURSUANT TO HUGHES SUPPLY, INC.

1997 EXECUTIVE STOCK PLAN

THIS AGREEMENT is made as of the Grant Date by and between HUGHES SUPPLY, INC. (the �Company�) and [NAME] the �Grantee�).

Upon and subject to the Terms and Conditions attached hereto and incorporated herein by reference, the Company hereby awards as of the Grant Date to Grantee a non-qualified stock option (the �Option�) pursuant to the Plan, as  . . .

OPERATING AGREEMENT

OF

HUGHES ELECTRIC HOLDINGS, LLC

This Operating Agreement (this �Agreement�) of Hughes Electric Holdings, LLC, is entered into effective as of the 22^nd day of November, 2004, by Hughes Supply, Inc., as the sole member of the limited liability company (the �Member�).

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

1. Name. The name of the limited liability company formed hereby is  . . .

OPERATING AGREEMENT

OF

HUGHES HOLDINGS, LLC

This Operating Agreement (this �Agreement�) of Hughes Holdings, LLC, is entered into effective as of the 19^th day of November, 2004, by Hughes Supply, Inc., as the sole member of the limited liability company (the �Member�).

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

1. Name. The name of the limited liability company formed hereby is Hughes Holdings,  . . .

OPERATING AGREEMENT

OF

HUGHES PLUMBING HOLDINGS, LLC

This Operating Agreement (this �Agreement�) of Hughes Plumbing Holdings, LLC, is entered into effective as of the 22^nd day of November, 2004, by Hughes Plumbing Group, Inc. f/k/a Todd Pipe & Supply - Hawthorne, Inc., as the sole member of the limited liability company (the �Member�).

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

1. Name. The  . . .

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  . . .

OPERATING AGREEMENT

OF

HUGHES WATER & SEWER HOLDINGS, LLC

This Operating Agreement (this �Agreement�) of Hughes Water & Sewer Holdings, LLC, is entered into effective as of the 22^nd day of November, 2004, by Hughes Supply, Inc., as the sole member of the limited liability company (the �Member�).

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

1. Name. The name of the limited liability company  . . .

1. PURCHASE AND SALE: Hughes Supply, Inc. (�Buyer�) agrees to buy and Hughes, Inc. (�Seller�) agrees to sell the property described as: Street Address: 951 Pierce Street, Clearwater, Florida

Legal Description: See Exhibit �A�

and the following Personal Property: None

(all collectively referred to as the �Property�) on the terms and conditions set forth below. The �Effective Date� of this Contract is the date on which the last of the Parties signs the latest offer. Time is of the essence in this Contract. Time periods of 5 days or less will be computed  . . .

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this �Agreement�) is made and entered into as of December 30, 2004 (the �Effective Date�), by and between SPIRIT FINANCE ACQUISITIONS, LLC, a Delaware limited liability company and SPIRIT MASTER HOLDINGS SPE, LLC, a Delaware limited liability company (collectively, the �Purchaser�), and Carolina Pump & Supply Corp., a Rhode Island corporation; HSI Indiana, LLC, an Indiana limited liability company; HSI North Carolina, LLC, a North Carolina limited liability company; Hughes Supply, Inc., a Florida corporation;  . . .

$300,000,000

HUGHES SUPPLY, INC.

5.50% Senior Notes due 2014

PURCHASE AGREEMENT

October 5, 2004

LEHMAN BROTHERS INC.

BANC OF AMERICA SECURITIES LLC

SUNTRUST CAPITAL MARKETS, INC.

WELLS FARGO SECURITIES, LLC

c/o Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

Hughes Supply, Inc., a Florida corporation (the �Company�), proposes, subject to the terms and conditions stated herein, to issue and sell $300,000,000 aggregate principal amount of its 5.50% Senior Notes due  . . .