0001193125-04-170246 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 12th, 2004 • Hughes Supply Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 12, 2004 by and among Hughes Supply, Inc., a Florida corporation (the “Company”), the subsidiaries of the Company parties hereto (the “Guarantors”) and the Initial Purchasers (as hereinafter defined).

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4,300,000 Shares HUGHES SUPPLY, INC. Common Stock UNDERWRITING AGREEMENT
Note Purchase Agreement • October 12th, 2004 • Hughes Supply Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
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
Indenture • October 12th, 2004 • Hughes Supply Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York

INDENTURE, dated as of October 12, 2004, among Hughes Supply, Inc., a Florida corporation, having its principal office at One Hughes Way, Orlando, Florida 32805 (the “Company”), the guarantors from time to time parties hereto and described below (collectively, the “Guarantors”) and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”), having its principal corporate trust office at 500 W. Cypress Creek Rd., Fort Lauderdale, Florida 33309.

HUGHES SUPPLY, INC.
Note Purchase Agreement • October 12th, 2004 • Hughes Supply Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York

This is to confirm the agreement among the Company, the Guarantors and the Initial Purchasers concerning the offer, issue and sale of the Securities.

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