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...

EX-10.4 51 dex104.htm ASSET AND BUSINESS TRANSFER AGREEMENT, DATED DECEMBER 20, 2006

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.

2

“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.

3

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.

4

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.

5

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.

6

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.

7

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.

8

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.

9

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.

10

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