EX-10.4 51 dex104.htm ASSET AND BUSINESS TRANSFER AGREEMENT, DATED DECEMBER 20, 2006 EXECUTION COPY Dated 20 December 2006 RAYTHEON AIRCRAFT SERVICES LIMITED and GREENBULB LIMITED ASSET AND BUSINESS TRANSFER AGREEMENT KIRKLAND & ELLIS INTERNATIONAL...
Exhibit 10.4
EXECUTION COPY
Dated 20 December 2006
RAYTHEON AIRCRAFT SERVICES LIMITED
and
GREENBULB LIMITED
ASSET AND
BUSINESS TRANSFER AGREEMENT
XXXXXXXX & XXXXX INTERNATIONAL LLP
00 Xx Xxxx Xxx
Xxxxxx XX0X 0XX
xxx.xxxxxxxx.xxx
Table of Contents
1. | DEFINITIONS AND INTERPRETATION | 1 | ||
2. | SALE AND PURCHASE | 4 | ||
3. | CONSIDERATION | 4 | ||
4. | COMPLETION | 4 | ||
5. | EMPLOYEES | 4 | ||
6. | WAIVER, VARIATION, INVALIDITY | 6 | ||
7. | ASSIGNMENT | 6 | ||
8. | COSTS AND PAYMENTS | 7 | ||
9. | ENTIRE AGREEMENT | 7 | ||
10. | NOTICES | 7 | ||
11. | THIRD PARTY RIGHTS | 8 | ||
12. | VALUE ADDED TAX | 8 | ||
13. | GOVERNING LAW AND JURISDICTION | 10 | ||
SCHEDULE 1—THE EMPLOYEES | 1 |
THIS AGREEMENT is made on 20 December 2006
BETWEEN:
(1) | RAYTHEON AIRCRAFT SERVICES LIMITED (registered in England with number 03479031) whose registered office is at Xxx Xxxxxxxxx, Xxxxxxxxx Xxx, Xxxxxx, Xxxxx XX00 0XX (the “Seller”); and |
(2) | GREENBULB LIMITED (incorporated in England with company number 06018571 whose registered offices is at 00 Xxxx Xxxx, Xxxxxx XX0X 0XX (the “Buyer”). |
RECITALS
(A) | At the date of this Agreement, the Seller owns the Assets and carries on the Business. |
(B) | The Seller has agreed to sell and the Buyer has agreed to buy the Business, as a going concern, and the Assets, and to assume and become responsible for all of the Liabilities, subject to the terms and conditions of this Agreement, and in accordance with the SPA. |
NOW IT IS AGREED as follows:
1. | DEFINITIONS AND INTERPRETATION |
In this Agreement:
1.1 | Defined terms |
“Agreement” means this Agreement, including the Recitals and Schedules;
“Asset Purchase Price” has the meaning given to it in clause 3;
“Assets” means right, title and interest of the Seller in all of its assets other than (i) the assets held by the Raytheon Corporate Jets Pension Scheme and (ii) Cash;
“Business” means the assets, liabilities and operations of the Seller, including the assets, liabilities and operations primarily related to the RAC brands currently and previously in production or development as of the Closing Date; provided that in no event does the Business include the assets, liabilities and operations of Raytheon Aircraft Credit Corporation and its subsidiaries, Raytheon Travel Air Company or Flight Options, LLC;
“Business Day” means a day (other than a Saturday or Sunday) when banks are open for business in the City of London, England and New York, USA;
“Cash” has the meaning given to it in the SPA.
“Charges” has the meaning given to it in clause 5.3;
“Competent Authority” means; (i) any person (whether autonomous or not) having legal and/or regulatory authority and/or enforcement powers; (ii) any court of law or tribunal in any jurisdiction; and/or (iii) any taxation authority;
“Completion” means completion of both the sale and purchase of the Business and the Assets pursuant to this Agreement and the closing as defined in the SPA, such events to occur simultaneously;
“Completion Date” means the Closing Date as such term is defined in the SPA;
“Employees” means the persons employed by the Seller in the Business at the Completion Date and whose names and details of employment are set out in Schedule 1, together with any individual whose contract of employment or contract for services shall have effect (or would have had such effect but for the termination of employment or engagement of such individual) as if originally made between the Buyer and the individual concerned as a result of the provisions of the Employment Regulations and/or any judicial decision interpreting the same;
“Employment Liabilities” means all and any Liabilities and expenses (including legal expenses) relating to or arising out of the employment of the Employees or the termination of their employment including, without prejudice to the foregoing generality, negligence claims by any of the Employees or any third party, breach of the Employment Regulations, unfair dismissal, redundancy, unlawful discrimination, breach of contract, unlawful deduction of wages and equal pay but excluding any liability for or in respect of tax or National Insurance contributions;
“Employee Liability Information” has the meaning given to it in Regulation 11 of the Employment Regulations;
“Employment Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006;
“Encumbrance” means a mortgage, security, charge, pledge, lien or other document of a similar type or effect;
“Excluded Liabilities” means all liabilities and obligations of the Seller, whether known or unknown, asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due, whether arising before, on or after the Completion Date under the Raytheon Corporate Jets Pension Scheme (including but without limitation in respect of any financial support direction or contribution notice or other debt or claim arising under or relating to Section 75 and 75A of the Xxxxxxx Xxx 0000 and excluding, for the avoidance of doubt, any liability in respect of the Buyer’s obligation to provide replacement benefits following the transfer contemplated by Clause 5.1) (the “Pension Plan Liabilities”) and any liability for or in respect of taxes and National Insurance contributions or similar charges or levies.
“Liabilities” means all liabilities and obligations of the Seller, whether known or unknown, asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due other than the Excluded Liabilities.
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“Parties” means the Buyer and the Seller (and “Party” shall be construed accordingly);
“Pension Plan” means the Raytheon Corporate Jets Pension Scheme;
“Proceedings” means any proceeding, suit or action (including arbitration) arising out of or in connection with this Agreement;
“SPA” means that certain Stock Purchase Agreement dated as of the date hereof among the Buyer, the Seller, Raytheon Company and certain other parties;
“VAT” means value added tax; and
“VATA” means the Value Added Tax Xxx 0000.
1.2 | Reference to any document as being “in the agreed form” means that it is in the form agreed between the Sellers and the Buyer and initialled for the purposes of identification by or on behalf of the Sellers and the Buyer. |
1.3 | The table of contents and headings and sub-headings are for convenience only and shall not affect the construction of this Agreement. |
1.4 | Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and references to any gender shall include all other genders. References to any person (which for the purposes of this Agreement shall include bodies corporate, unincorporated associations, partnerships, governments, governmental agencies and departments, statutory bodies or other entities, in each case whether or not having a separate legal personality) shall include the person’s successors. |
1.5 | The words “other”, “include” and “including” do not connote limitation in any way. |
1.6 | References to Recitals, Schedules and clauses are to (respectively) recitals to, schedules to, and clauses of, this Agreement (unless otherwise specified) and references within a Schedule to paragraphs are to paragraphs of that Schedule (unless otherwise specified). |
1.7 | References in this Agreement to any statute, statutory provision, directive of the Council of the European Union (whether issued jointly with any other person or under any other name) or other legislation include a reference to that statute, statutory provision, directive or legislation as amended, extended, consolidated or replaced from time to time (whether before or after the date of this Agreement) and include any order, regulation, instrument or other subordinate legislation made under the relevant statute, statutory provision, directive or legislation. |
1.8 | References to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, organisation, body, official or any legal concept, state of affairs or thing shall in respect of any jurisdiction other than England be deemed to include that which most nearly approximates in that jurisdiction to the English legal term. |
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1.9 | Any reference to “writing” or “written” includes faxes and any legible reproduction of words delivered in permanent and tangible form (but does not include e-mail). |
1.10 | In the case of any inconsistency or conflict between the terms of this Agreement and the SPA, the terms and provisions of the SPA will prevail unless the contrary intention is expressly provided for in this Agreement. |
2. | SALE AND PURCHASE |
2.1 | Subject to the terms of this Agreement and the SPA, the Seller agrees to sell to the Buyer, and the Buyer agrees to buy from the Seller, the Business as a going concern, and the Assets and to assume and be responsible for all of the Liabilities. |
3. | CONSIDERATION |
The consideration for the sale of the Business and the Assets shall be the amount allocated to the sale by Seller under Section 2.2 of the SPA (the “Asset Purchase Price”), which shall be payable in accordance with the SPA, and the assumption of the Liabilities.
4. | COMPLETION |
4.1 | Completion shall take place on the Completion Date in the manner and place provided for in the SPA. |
4.2 | Title and risk; Assumption of Liabilities |
4.2.1 | Risk in and title to the Assets shall pass to the Buyer at, and with effect from, Completion. |
4.2.2 | Following Completion, all Liabilities shall be for the Buyer’s account, subject to the provisions of the SPA. |
4.2.3 | For the avoidance of doubt the Excluded Liabilities are for Seller’s account. |
5. | EMPLOYEES |
5.1 | Transfer of Employees |
The Seller and the Buyer acknowledge and agree it is their intention that by virtue of the transactions anticipated in this Agreement and the SPA, pursuant to the Employment Regulations, the contracts of employment between the Seller and the Employees will have effect after the Completion Date as if originally made between the Buyer and the Employees but the parties agree that the provisions of this clause 5 shall apply irrespective of whether or not the Employment Regulations do apply as anticipated in this clause 5.1.
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5.2 | Communication to Employees |
Before the Completion Date, the Seller and the Buyer shall jointly communicate to each Employee a notice (in a form approved by the Seller and the Purchaser) to the effect that their contract of employment will have effect after the Completion Date as specified in clause 5.1.
5.3 | Charges |
Except for the Pension Plan Liabilities (which liabilities are being retained by the Seller in full), all liabilities, costs, expenses and outgoings in relation to each Employee (including, but not limited to salaries, wages, bonus (even if not due and payable at that time), (together referred to in this clause as “Charges”) but excluding National Insurance Contributions, PAYE remittances and payments in respect of any other emoluments) shall be borne and discharged by the Buyer, subject to any provisions of the SPA.
5.4 | Indemnity |
Subject to the provisions of the SPA, the Buyer hereby undertakes to indemnify and keep indemnified the Seller on demand from and against any Employment Liabilities, or any liabilities arising under the Employment Regulations, suffered or incurred by the Seller in relation to the Employees which relate to or arise out of such Employees’ employment in the Business or the termination thereof or any other event or occurrence, in each case whether on or after or prior to the Transfer Date, save that the Buyer shall have no liability hereunder with respect to the Pension Plan Liabilities.
The Seller hereby undertakes to indemnify and keep indemnified the Buyer on demand from and against the Pension Plan Liabilities.
5.5 | Provision of Information by the Seller |
The Seller agrees to cooperate with the Buyer to effectuate transfer of the Employees and use its commercially reasonable efforts to comply with Regulation 11 of the Employment Regulations.
5.6 | Certain Payment |
On or prior to the Closing Date, the Seller shall pay $2 million to the Buyer, to be held in trust by the Buyer and then paid on or as soon as practicable following the Closing Date to a registered pension scheme (as defined for the purposes of Part 4 of the Finance Act 2004). This sum shall be applied (following its allocation between Employees in the proportions reasonably directed by the Seller (in consultation with the Buyer) on or prior to the Closing Date) for the purpose of providing additional benefits to Employees who choose to join the registered pension scheme. These benefits shall be additional to any benefits which the Buyer is obliged to provide by virtue of the Employment Regulations, section 257 and 258 of the Pensions Xxx 0000, or otherwise.
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6. | WAIVER, VARIATION, INVALIDITY |
6.1 | No waiver by omission, delay or partial exercise |
No right, power or remedy provided by law or under this Agreement shall be waived, impaired or precluded by:
6.1.1 | any delay or omission to exercise it; or |
6.1.2 | any single or partial exercise of it, or any full or partial release, compounding or compromise on an earlier occasion; or |
6.1.3 | any delay, omission to exercise, single or partial exercise, full or partial release, compounding or compromise of any other such right, power or remedy. |
6.2 | Specific waivers to be in writing |
Any waiver of any right, power or remedy under this Agreement must be in writing and may be given subject to any conditions thought fit by the grantor. No waiver will take effect if the person seeking the waiver has failed to disclose to the grantor every material fact or circumstance which (so far as the person seeking the waiver is aware) has a bearing on its subject matter. Unless otherwise expressly stated, any waiver shall be effective only in the instance and only for the purpose for which it is given.
6.3 | Variations to be in writing |
No variation to this Agreement shall be of any effect unless it is agreed in writing and signed by or on behalf of each Party.
6.4 | Invalidity |
Each of the provisions of this Agreement is severable. If any such provision is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction:
6.4.1 | that shall not affect or impair the legality, validity or enforceability in that jurisdiction of any of the other provisions of this Agreement, or of that or any provisions of this Agreement in any other jurisdiction; and |
6.4.2 | the Parties will use reasonable endeavours to negotiate in good faith with a view to replacing it with one or more provisions satisfactory to any relevant Competent Authority but differing from the replaced provision as little as possible. |
7. | ASSIGNMENT |
No party may assign, or grant any Encumbrance or security interest over, any of its rights under this Agreement or any document referred to in it without the prior written consent of the other party, or in accordance with the SPA.
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8. | COSTS AND PAYMENTS |
8.1 | Payment of costs |
Except as otherwise stated in this Agreement or the SPA, each Party shall bear its own costs and expenses in relation to the negotiation, preparation, execution and carrying into effect of this Agreement and all other agreements forming part of the transactions contemplated by this Agreement.
9. | ENTIRE AGREEMENT |
9.1 | This Agreement |
In this clause, references to this Agreement include all other written agreements and arrangements between the Parties which are expressed to be supplemental to this Agreement or which this Agreement expressly preserves or requires to be executed.
9.2 | Entire agreement |
This Agreement, the SPA and the Ancillary Agreements (as such term is defined in the SPA), constitute the whole and only agreement and understanding between the Parties in relation to its subject matter.
9.3 | Fraud |
Nothing in this Agreement shall be read or construed as excluding any liability or remedy in respect of fraud.
9.4 | Sole remedy |
Except as provided in Section 9.3 above, the Buyer and the Seller agree that their sole remedy for breaches of this Agreement shall be as provided in Article VIII of the SPA.
10. | NOTICES |
10.1 | Form of notices |
Any communication to be given in connection with the matters contemplated by this Agreement shall except where expressly provided otherwise be in writing and shall either be delivered by hand or sent by first class pre-paid post or facsimile transmission. Delivery by courier shall be regarded as delivery by hand.
10.2 | Address and facsimile |
Such communication shall be sent to the address of the relevant Party referred to in this Agreement or the facsimile number set out below or to such other address or facsimile number as may previously have been communicated to the sending Party in accordance with this clause. Each communication shall be marked for the attention of the relevant person.
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Seller: | Raytheon Company | |||
000 Xxxxxx Xxxxxx | ||||
Xxxxxxx, Xxxxxxxxxxxxx 00000-0000 | ||||
Attention: Xxx X. Xxxxxxxx | ||||
Facsimile: (000) 000-0000 | ||||
with a copy (which shall not constitute notice) to: | ||||
Xxxxxxxx & Xxxxx | ||||
000 Xxxx 00xx Xxxxxx | ||||
00xx Xxxxx | ||||
Xxx Xxxx, Xxx Xxxx 00000 | ||||
Attention: | Xxxxxxx Xxxxxxx | |||
Xxxxxxxx X. Xxxxxx | ||||
Facsimile: (000) 000-0000 | ||||
Buyer: | Greenbulb Limited | |||
with a copy (which shall not constitute notice) to: | ||||
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP | ||||
Xxx Xxx Xxxx Xxxxx | ||||
Xxx Xxxx, Xxx Xxxx 00000 | ||||
Attention: | Xxxxxx X. Xxxxxxxxx | |||
Xxxxxxxxxxx Xxxx | ||||
Facsimile: (000) 000-0000 |
11. | THIRD PARTY RIGHTS |
11.1 | Nothing in this Agreement is intended to confer on any person any right to enforce any term of it which that person would not have had but for the Contracts (Rights of Third Parties) Xxx 0000. |
11.2 | No right of any Party to this Agreement to agree any amendment, variation, waiver or settlement under or arising from or in respect of this Agreement shall be subject to the consent of any person other than the Parties to the SPA. |
12. | VALUE ADDED TAX |
12.1 | Subject to the foregoing all amounts due under this agreement are expressed to be exclusive of VAT which, if properly due, shall be paid in addition to the amount so specified. |
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12.2. | The Seller and the Buyer intend that article 5 of the Value Added Tax (Special Provisions) Order 1995 shall apply to the sale of the Business and the Assets under this agreement and agree to use all reasonable endeavours to secure that the sale is treated as neither a supply of goods nor a supply of services pursuant to that article. |
12.3. | If, nevertheless, any VAT is payable on the sale of the Assets under this agreement and HM Revenue & Customs (“HMRC”) have so confirmed in writing after full disclosure of all material facts, the Buyer shall pay to the Seller the amount of that VAT five days before the due date on which Seller must pay the VAT to HMRC or, if later, promptly after receipt of such confirmation from HMRC, in each case against delivery by the Seller to the Buyer of a proper VAT invoice in respect of it, together with a copy of the confirmation from HM Revenue & Customs that VAT is payable and of the document disclosing all material facts. |
12.4. | Before sending any relevant communication to HM Revenue & Customs, the Seller shall give the Buyer a reasonable opportunity to comment on it, and shall make such amendments as the Buyer reasonably requires. |
12.5. | If any land or interest in land is included in the Assets which falls within paragraph (a) of item 1 of Group 1 of Schedule 9 to the VATA 1994 (Freehold transfer of new or uncompleted building or civil engineering work) or in respect of which an election to waive exemption from VAT under Schedule 10 to VATA has been made, the Buyer agrees in either case to so elect in respect of each item of land or interest therein, provided that the Buyer is notified in writing by the Seller of any specific election required at least 10 working days prior to Completion. If the Seller fails to make any notification then any resulting VAT shall be for the Seller’s account (the price for the relevant asset or assets being deemed to be VAT inclusive). Where appropriate, the Buyer will also confirm that paragraph 5(2B) of SI1995/1268 does not apply to it. |
12.6. | The Buyer warrants to the Seller that it will use commercially reasonable efforts to be registered for VAT at Completion or immediately thereafter and that it will carry on the Business immediately after Completion. |
12.7. | The Seller and Buyer intend that section 49 of VATA shall apply to the sale of the Assets under this agreement and accordingly: |
12.7.1 | that the Seller shall, on Completion, deliver to the Buyer all records referred to in section 49 of VATA (VAT Records); |
12.7.2 | the Seller shall not make any request to HM Revenue & Customs for the VAT Records to be preserved by the Seller rather than the Buyer; |
12.7.3 | the Buyer shall preserve the VAT Records for such period as may be required by law and, during that period, permit the Seller reasonable access to them to inspect or make copies of them free of charge; and |
12.7.4 | the Buyer may fulfil its obligations under clause 12.7.3 by procuring that any future transferee of the Business (or any other person) preserves the VAT Records and permits reasonable access as mentioned in that clause, in which case the Buyer shall notify the Seller of the name of that transferee or person. |
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12.8 | If the Buyer pays the Seller an amount in respect of VAT under clause 12.3 and HM Revenue & Customs note that all or part of it was not properly chargeable, the Seller shall repay the amount or relevant part of it to the Buyer. The Seller shall make the repayment promptly after the ruling, unless it has already accounted to HM Revenue & Customs for the VAT. In that case, the Seller shall apply for a refund of the VAT (plus any interest payable by HM Revenue & Customs), use reasonable endeavours to obtain it as speedily as practicable, and pay to the Buyer the amount of the refund and any interest when and to the extent received from HM Revenue & Customs. |
13. | GOVERNING LAW AND JURISDICTION |
13.1 | This Agreement shall be governed by and construed in accordance with English law. |
13.2 | The Parties irrevocably agree that the courts of England shall have non-exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and that accordingly any Proceedings may be brought in such courts. |
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IN WITNESS WHEREOF:
) | ||||||||
Signed by | ||||||||
RAYTHEON AIRCRAFT SERVICES LIMITED | ) | /s/ Xxxxx Trail | ||||||
on being signed by: | ) | Authorised signatory | ||||||
XXXXX XXXXXXX TRAIL | ) | |||||||
and | XXXX XXXX XXXXXX | ) | /s/ Xxxx Xxxx Xxxxxx | |||||
Authorised signatory | ||||||||
Signed by | ) | |||||||
GREENBULB LIMITED | ) |
| ||||||
on being signed by: | ) | Authorised signatory | ||||||
| ) | |||||||
and |
| ) |
| |||||
Authorised signatory |
IN WITNESS WHEREOF:
) | ||||||||
Signed by | ||||||||
RAYTHEON AIRCRAFT SERVICES LIMITED | ) |
| ||||||
on being signed by: | ) | Authorised signatory | ||||||
| ) | |||||||
and |
| ) |
| |||||
Authorised signatory | ||||||||
Signed by | ) | |||||||
GREENBULB LIMITED | ) | /s/ Xxxxxxx X. Xxxxx | ||||||
on being signed by: | ) | Authorised signatory | ||||||
/s/ Xxxxxxx X. Xxxxx | ) | |||||||
and | Xxxxx Xxxxxx | ) | /s/ Xxxxx Xxxxxx | |||||
Authorised signatory |
SCHEDULE 1 - THE EMPLOYEES
94577 | Xxxx Xxxxxxx Xxxxxxxx Xxxxxxxx | 93541 | Xxxx Xxxxxx Xxxx | |||
94483 | Xxxxx Xxxxxxxx Xxxxxxx | 94669 | Xxxx Xxxxx Xxxxxxx | |||
1585 | Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxxx | 94614 | Xxxxxxx Xxxx Xxxxxxx | |||
19484 | Xxxxxx Xxxxxx Xxxxxx | 00000 | Xxxxxxx Xxxxx Xxxxx Xxxx | |||
00000 | Xxxxxx Xxxx Xxxxxxxx | 94688 | Xxxxxxx Xxxxx Xxxxx | |||
94599 | Xxxxxxxxxxx Xxxxx Xxxxx | 93378 | Xxxxxx Xxxxx | |||
24592 | Xxxxxxx Xxxx Xxxx | 93373 | Xxxx Xxxxxx Xxxxx | |||
24588 | Xxxxx Xxxxx Xxxxxxx | 94690 | Xxxxxxx Xxxxx Xxxxx | |||
93651 | Xxxxxxx Xxxxxx | 22213 | Xxxxxxx Xxxxx | |||
93286 | Xxxxxx Xxxxxx Xxxxxxxx | 24007 | Xxxxxxx Xxxxxxx Field | |||
93388 | Xxxxxxxxxxx Xxxx Xxxx | 23488 | Xxxxxx Xxxxxxxxxxx | |||
93287 | Xxxxxx Xxxxxxx Xxxxxxxxx | 93648 | Xxxxxx Xxxxxx Xxxx | |||
94468 | Xxxxxx Xxxxxxx Xxxxxxxxx | 94693 | Xxxxx Xxxxxxx | |||
18042 | Xxxx Xxxxxxx Xxxxx | 94632 | Xxxxx Xxxx Xxxxxxx | |||
94563 | Xxxxxxx Xxxx Xxxxx | 94667 | Xxxxxxxxxxx Xxxx Xxxxxx | |||
94628 | Xxxxxx Xxxxxxxxxxx | 93418 | Xxxxxx Xxxxxxx Xxxxxxx | |||
94584 | Xxxx Xxxxxx | 94621 | Xxxxxx Xxxxxxx | |||
21702 | Xxxx Xxxxxxx Xxxxxxxxxxx | 94673 | Xxxxxxx Xxxxx Xxxxxxx | |||
94699 | Xxxxx Xxxxxxxx | 92697 | Xxxxxx Xxxxx | |||
24610 | Xxxxxxx Xxxxx Breeze | 94670 | Xxxxxxx Xxxxxx Xxxxx | |||
00000 | Xxxxxxx Xxxxxxxx Xxxxxx | 00000 | Xxxx Xxxxxxxxx | |||
92539 | Xxxxxxxx Xxxx | 94581 | Xxxxxx Xxxxxxx Xxxxxxx | |||
94663 | Nicola Xxxxx Xxxx | 93158 | Xxxx Xxxx Xxxxxx | |||
00000 | Xxxx Xxxxxx Xxxx | 94695 | Xxxxx Xxxx Xxxx | |||
94590 | Xxxxx Xxxxxxx Xxxxxxx | 22296 | Xxxxxxx Xxxxx Xxxxx | |||
93617 | Xxxxxx Xxxx Xxxxxxxxx | 94634 | Xxxxxxx Xxxx Xxxxxxx | |||
94630 | Xxx Xxxxxx | 94652 | Xxxxx Xxxxxxx Xxxxxx | |||
94660 | Xxxxx Xxxxx Xxxxxxxx | 94684 | Xxxxx Xxxxxxx Xxxxxxx | |||
19664 | Xxxxx Xxxxxxxxxxx Xxxxxx | 24420 | Xxxxxxxxxxx Xxxxx Xxxxxxx | |||
94683 | Xxxx Xxxxxxx Xxxxxxxx | 00000 | Xxxxxxx Xxxxx Xxxxxxxx | |||
00000 | Xxxx Xxxx Xxxxxx | 94622 | Marc Xxxxxx Xxxxxx | |||
21324 | Xxxxx Xxx Xxxxxxxx | 94656 | Xxxxxxx Xxxx Xxxx | |||
94503 | Xxxxx Xxxx Xxxx | 94619 | Xxxxx Xxxxx Xxxxx Xxxxxxxxx | |||
94087 | Xxxxxx Xxxxx Connah | 94645 | Xxx Xxxxxx Xxxxxxx | |||
94600 | Xxxxxx Xxxxxxx Xxxxxx | 24601 | Xxxx Xxxxx Xxxxx | |||
94612 | Leigh Xxxxxx Xxxxxxxxxx | 93255 | Xxxxxxx Xxxxxx Xxxx | |||
94658 | Xxxxx Xxxx Xxxxxxxx | 94594 | Xxx Xxxxx Xxxx Xxxxx | |||
94597 | Xxxxxx Xxxxxxxx Creed | 19521 | Xxxxxxx Xxxxx Xxxxx | |||
94681 | Xxxxxx Xxxxx Xxxxxxxx-Guild | 24378 | Xxxx Xxxxx | |||
94591 | Xxxxx Xxxxxx | 21742 | Xxxxxx Xxxxxx Xxxxx | |||
21709 | Xxxxxxxxx Xxxxxx Xxxxxx | 22954 | Xxxx Xxxxxx Xxxxx | |||
24611 | Xxxxxxx Xxxxx Xxxxxx | 23386 | Xxxx Xxxxx Xxxxx | |||
94603 | Xxxxx Xxxx Xxxxxx | 93204 | Xxxxx Xxxxx | |||
94647 | Stuart Xxxx Xxxxx | 18071 | Xxxxx Xxxxx Xxxxx | |||
94498 | Xxxx Xxxx | 94671 | Xxxxxx Xxxxxx Xxxxx | |||
19091 | Xxxxx Xxxxxxx | 94672 | Xxxxx Xxxxx | |||
94692 | Xxxxxxxx Xxxx Xxxxxx | 24284 | Xxxxx Xxxxx | |||
94606 | Xxxxxx Xxxx Xxxxx | 24254 | Xxxxx Xxxxxx Xxxxx |
94680 | Gaiy Xxxxx Xxxxx | 24605 | Colin Xxxx Xxxxxxxx | |||
24303 | Xxxx Xxxx Xxxxx | 20121 | Xxxx Xxxxx Xxxxx | |||
94691 | Xxxx Xxxxxxx Xxxxx | 94532 | Xxxxxxx Xxxxx Xxxxxxxxx | |||
18826 | Xxxx Xxxx Xxxxxx | 5181 | Xxxxx Xxxxxxxxx Xxxxxxx | |||
21959 | Xxxxx Xxxx Xxxxxxx | 93297 | Xxxx Xxxx Xxxxxxxx | |||
94666 | Xxxxx Xxxxx | 93281 | Xxx Xxxxxxx Seller | |||
93645 | Xxxxxx Xxxx Xxxxxx Xxxxxx | 93231 | Nigel David Xxxxx Xxxxxxx | |||
94659 | Xxxx Xxxxxxxxx Xxxxxxxxx | 24338 | Xxxx Xxxxxxxx Xxxx | |||
94689 | Xxxxxx Xxxxxx Xxxxxxxx | 8962 | Xxxx Xxxxxx Xxxxxxxx | |||
94649 | Xxxx Xxxxxxx Xxxxxxxx | 91145 | Xxxxx Xxxxxxxxx | |||
24593 | Xxx Xxxxxxxxx Matthias | 94698 | Xxxxx Xxxxxx Xxxxx | |||
23394 | Xxxx Xxxxxxx XxXxxx | 94585 | Xxxxxx Xxxxxx Xxxxxx | |||
94460 | Xxxxxxx Xxxxx XxXxxxx | 94598 | Xxxx Spruce | |||
24318 | Stuart Xxxxx XxXxxxxx | 94675 | Xxxxx Xxxxxxx Xxxxxxxxxx | |||
00000 | Xxxx Xxxxxxxx Xxxxxxx | 00000 | Xxxx Xxxxxxx Xxxxxxxxxx | |||
94605 | Xxxxx Xxxxxxx Xxxxxx | 22056 | Xxxx Xxxxxxxx | |||
94637 | Xxxx Xxxxxxxx | 22379 | Xxx Xxxxx Xxxxx | |||
94650 | Xxxxxxx Xxxxxxx Monnery | 94604 | Xxxxxx Xxxxxx Xxxxx | |||
2918 | Xxxxxxx Xxxxx Xxxxxx | 3277 | Xxxxx Xxxxx Xxxxx | |||
94654 | Xxxx Xxxxxx | 23207 | Xxxx Xxxxxxx Xxxxxx | |||
00000 | Xxxxxx Xxxxxxx Xxxxxx | 00000 | Xxxxxx Xxxxxx Xxxxxx | |||
94463 | Xxxxx Xxxxxx | 94682 | Xxxxxx Xxxxxx Xxxxxx | |||
94686 | Xxxxx Xxxxxxxx | 94664 | Xxxxxxx Xxx Xxxxxx | |||
00000 | Xxxxx Xxxx Xxxxxxx | 00000 | Xxxxxx Xxx Xxxxxx | |||
94665 | Xxxxxxxx Xxxxx Xxxxxx | 94653 | Xxxxxx Xxxxx Xxxxxx | |||
23212 | Xxxxxxx X Xxxx | 94607 | Xxxxx Xxxxxxx Xxxxxx | |||
4002 | Xxxxxx Xxxxx Xxxxxxxx | 94627 | Xxxxx Xxxxxxxx | |||
93052 | Xxxxxxx Xxxxxxxx Xxxxx | 3841 | Xxxxxx Xxxx Xxxxx | |||
93264 | Xxxxx Xxxxxxx Xxxxxx | 94646 | Xxxxx Xxxxx Xxxx | |||
94638 | Xxxxxx North | 94633 | Xxxxx Xxxx | |||
24602 | Xxxxxxx Xxxx Xxxxxx | 23437 | Xxxxxxxxxxx Xxxx Xxxxxxxxxx | |||
94679 | Xxxxxxx X’Xxxxx | 94694 | Xxxxxx Xxxxxx Xxxxxxx | |||
94615 | Xxxx Xxxxxx Xxxx | 94617 | Xxxxxxx Xxxxx Xxxxxx | |||
94678 | Xxxxx Xxxxxx | 94624 | Xxxxx Xxxxxx | |||
23764 | Xxxx Xxxx Xxxxxx | 94623 | Xxxxx Xxxxxx-Xxxxxx | |||
92660 | Xxxxx Xxxxxxx Pear | 94642 | Nigel Xxxxx Xxxxxxxx | |||
24437 | Xxxxxx Xxxxxx Xxxxxx | 93402 | Xxxxx Xxxxx Xxxxxxxxx | |||
94602 | Xxxxxx Xxxxxx Xxxxxx | 24234 | Xxxxxx Xxxxx Xxxxxxxx | |||
94625 | Xxxxxxx Xxxxxxxx Xxxxxxx | 24235 | Xxxxxxxxxxx Xxx Xxxxxxxx | |||
94631 | AlunPhennah | 21081 | Xxxxx Xxx Xxxxxxxx | |||
94641 | Xxxxxx Xxxx Xxxxxx | 24238 | Xxxx Xxxxxxxx | |||
18466 | Xxxxxx Xxxxxx Xxxxxx | 93093 | Glyn Xxxxxx Xxxxxxxx | |||
93457 | Xxxxxx Xxxxx | 94635 | Xxxx Xxxx Xxxxxxxx | |||
94334 | Lionel Xxxx Xxxxxx | 94474 | Xxxxx Xxxxxxxx | |||
24337 | Xxxxxxx Xxxx Xxxxx | 94620 | Xxxxx Xxxxxxxx | |||
94475 | Xxxxx X Xxxxxxx | 94640 | Xxxx Xxxxxxx Xxxxx | |||
94677 | Xxx Xxxxx Proud | 00000 | Xxxxxxx Xxxx Xxxxxxxx | |||
00000 | Xxxx Xxxxxx Xxxxxxxxx | 94674 | Xxxxx Xxxxxx | |||
21381 | Xxxxxxx Xxxxxxxxx | 94697 | Xxxxxx Xxxx Xxxxxx | |||
94685 | Xxxxx Xxxxxxxx | 94655 | Xxxxxxx Xxxxxxxxx Xxxxxxxxx | |||
93395 | Xxxxxx Xxxxxxxxx |