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FEE AGREEMENT

Fee Agreement

FEE AGREEMENT | Document Parties: PRG SCHULTZ INTERNATIONAL INC | ROTHSCHILD INC. You are currently viewing:
This Fee Agreement involves

PRG SCHULTZ INTERNATIONAL INC | ROTHSCHILD INC.

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Title: FEE AGREEMENT
Date: 3/23/2006
Industry: Business Services    

FEE AGREEMENT, Parties: prg schultz international inc , rothschild inc.
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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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