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(ROTHSCHILD LOGO)
February 1, 2006
Mr. James B. McCurry
President and Chief Executive Officer
PRG-Schultz International, Inc.
600 Galleria Parkway, Suite 100
Atlanta, Georgia 30339
Dear Mr. McCurry:
This
letter (the "Letter Agreement") shall confirm our understanding
that
the Completion Fee has, as of the date hereof, been fully earned
and shall be
payable, net of applicable credits, if any, upon the earliest of
(i) the date of
consummation of the Restructuring (as defined in that certain
Restructuring
Support Agreement dated as of December 23, 2005 (as amended on
February 1,
2006), among the Company and certain beneficial owners of the
Company's 4-3/4%
Convertible Subordinated Notes due 2006), (ii) the date of
consummation of any
alternative Transaction, including any M&A Transaction (in
which case the
Completion Fee shall be payable in lieu of an M&A Fee), and
(iii) August 31,
2006.
Notwithstanding the foregoing, in the event a Bankruptcy Case is
commenced
under the Bankruptcy Code by or against the Company or any of its
subsidiaries,
or any combination thereof, this Letter Agreement shall immediately
terminate
and be deemed null and void and of no further force or eff
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