This excerpt taken from the PFWD 8-K filed Sep 11, 2008.
(a) Schedule 4.9(a)(i) lists the following Contracts to which the Company or any of its Subsidiaries is a party or by which any of their Assets are bound that are not listed on Schedules 4.9(b), 4.12, 4.13(b), 4.15 or 4.21(a) and under which there are ongoing executory obligations by a party thereto: (i) any Contract not entered into in the Ordinary Course of Business; (ii) any Contract with employees (other than Contracts that apply generally to all employees); (iii) any Contract between the Company and a third party which provides that such third party will perform services for Persons for whom the Company or any of its Subsidiaries has a Contract to perform such services; (iv) any Contract restricting the Company or any of its Subsidiaries from engaging or competing in any manner or geographic area or in any business, or that prohibit the Company or any of its Subsidiaries from soliciting certain Persons as customers or employees, or requiring the Company or any of its Subsidiaries to keep information confidential (other than nondisclosure agreements, customary in form and scope, entered into in the Ordinary Course of Business and which do not contain the other restrictions described in this subparagraph (iv)), or limiting the Companys (including its Subsidiaries) freedom to operate, own, sell, transfer or otherwise dispose of or encumber its Assets; (v) any Contract between the Company (including any of its Subsidiaries) and any of its members, officers, directors or Affiliate thereof (other than ordinary course employee benefits, compensation and plans that apply generally to all officers or directors); (vi) any Contract constituting joint ventures or partnerships; (vii) powers of attorney or any other similar grants of authority; (viii) any Contract regarding Membership Interests or other equity or voting interests of the Company or any of its Subsidiaries, including any Membership Interest holder agreement, voting or voting trust agreement or proxy; (ix) any material distribution or marketing Contract; and (x) any Contract that, accounted for, or otherwise related to, more than 10% of either revenues or expenses of the Company and its Subsidiaries on a consolidated basis for the fiscal year ended December 31, 2007 or for the six (6) months ended June 30, 2008. Schedule 4.9(a)(ii) lists any unexecuted Contracts, including unexecuted work orders or statements of work under executed or unexecuted Contracts. Except as set forth on Schedules 4.9(a)(i) and (ii), to the Companys Knowledge, no party to any such Contract listed on Schedules 4.9(a)(i) or (ii), 4.9(b), 4.12, 4.13(b) or 4.15 has indicated (i) they seek to materially modify their relationship or Contract with the Company or any of its Subsidiaries or to materially reduce services, content, products or payments they obtain, provide or make to the Company or any of its Subsidiaries or (ii) in writing that such party seeks to audit the Companys accounting or business records (excluding any audits relating to quality control, data retention or similar activities) in connection with any such Contract.
(b) Schedule 4.9(b) lists each outstanding Contract of the Company or any of its Subsidiaries for capital expenditures (including fixed assets and purchase software) in excess of $10,000 individually. The aggregate capital expenditures under all other outstanding