AMENDMENT NUMBER TWO TO AMENDED AND RESTATED FINANCING AGREEMENT

EXHIBIT 10.1

EXECUTION VERSION

AMENDMENT NUMBER TWO
TO AMENDED AND RESTATED FINANCING AGREEMENT

          This AMENDMENT NUMBER TWO TO AMENDED AND RESTATED FINANCING AGREEMENT (this “ Amendment ”) is entered into as of March 30, 2009, by and among PRG-SCHULTZ INTERNATIONAL, INC. , a Georgia corporation (the “ Parent ”), PRG-SCHULTZ USA, INC. , a Georgia corporation (“ PRG-Schultz USA ” and together with the Parent, individually and collectively, jointly and severally, the “ Borrower ”), the lenders party hereto (each a “ Lender ” and collectively, the “ Lenders ”), ABLECO FINANCE LLC , a Delaware limited liability company (“ Ableco ”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “ Collateral Agent ”), and WELLS FARGO FOOTHILL, INC. , a California corporation, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “ Administrative Agent ” and together with the Collateral Agent, each an “ Agent ” and collectively, the “ Agents ”) with reference to the following:

           WHEREAS , the Borrower, each subsidiary of the Parent listed as a “ Guarantor ” on the signature pages thereto (each a “ Guarantor ” and collectively, jointly and severally, the “ Guarantors ”), the Agents and the Lenders are parties to that certain Amended and Restated Financing Agreement, dated as of September 17, 2007 (as amended by that certain Amendment Number One to Amended and Restated Financing Agreement dated as of March 28, 2008 and as further amended, restated, supplemented, or otherwise modified from time to time, the “ Financing Agreement ”);

           WHEREAS , the Borrower has requested that the Agents and Lenders amend the Financing Agreement as set forth herein; and

           WHEREAS , upon the terms and conditions set forth herein, the Agents and Lenders are willing to accommodate the Borrower’s request.

           NOW, THEREFORE , in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

     1.  Defined Terms . Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Financing Agreement, as amended hereby.

     2.  Amendments to Financing Agreement .

          (a) Section 1.01 of the Financing Agreement is hereby amended by adding the following new definitions of “AR Addition”, “AR Availability” and “Second Amendment Effective Date” in proper alphabetical order:

               ““ AR Addition ” means 0.25 multiplied by AR Availability.”

               ““ AR Availability ” means the sum of (A) up to 85% of the value of the Net Amount of Eligible Accounts Receivable, less the amount, if any, of the Dilution Reserve, plus (B) the lesser of (x) up to 20% of the Eligible Backlog, and (y) 50% of the amount determined under clause (A) of this definition.”

               ““ Second Amendment Effective Date ” means March 30, 2009.”

          (b) The definition of “ Borrowing Base Addition ” in Section 1.01 of the Financing Agreement is hereby amended and restated in its entirety as follows:

               “ Borrowing Base Addition ” means, as of any date of determination during any period set forth in the below table, the amount set forth opposite such period in the below table:

          (c) Section 7.02(h) of the Financing Agreement is hereby amended by deleting clause (D) of the proviso set forth therein and replacing it with the following:

“(D) (i) on or before March 31, 2009, the Parent may purchase up to $2,000,000 in the aggregate of the Parent’s Capital Stock on the open market or through privately-negotiated transactions and (ii) from April 1, 2009 until March 31, 2010, the Parent may purchase up to $5,000,000 in the aggregate of the Parent’s Capital Stock on the open market or through privately-negotiated transactions so long as (x) no Default or Event of Default shall have occurred and be continuing either immediately before or after giving effect thereto and (y) after giving effect thereto, the aggregate outstanding principal amount of Revolving Loans does not exceed $10,000,000.”

          (d) Section 7.03(b) of the Financing Agreement is hereby amended by deleting the table appearing therein and replacing it with the following:

          (e) Section 7.03(c) of the Financing Agreement is hereby amended by deleting the table appearing therein and replacing it with the following:

     3.  Conditions Precedent to Amendment . The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof:

          (a) The Collateral Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect.

          (b) The Collateral Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by each Guarantor.

          (c) The Borrower shall pay concurrently with the closing of the transactions evidenced by this Amendment, all fees, costs, expenses and taxes then payable pursuant to Section 2.06 (including the fees due and payable under the Fee Letter, if any) or 12.04 (including the attorneys fees of the Agents incurred in connection with this Amendment) of the Financing Agreement.

          (d) After giving effect to this Amendment, the representations and warranties herein and in the Financing Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).

          (e) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof.

          (f) No injunction, writ, restraining order, or other order of any nature prohibiting