APRIL 12, 2006Joint Filing Agreement and Power of Attorney • May 15th, 2006 • Parkcentral Capital Management, L.P. • Services-engineering, accounting, research, management
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, each undersigned party hereby agrees to the joint filing, on behalf of such undersigned party with respect to the common stock, no par value per share, of PRG-SCHULTZ INTERNATIONAL, INC., a Georgia corporation, of any and all form(s), statement(s), report(s), and/or document(s) required to be filed by such undersigned party under Section 16 or Section 13(d) of the Exchange Act (including any amendment(s), supplement(s), and/or exhibit(s) thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange or national securities association, also with the exchange or association), and further agrees that this Joint Filing Agreement and Power of Attorney shall be included as an Exhibit to each such joint filing.
EXHIBIT 1 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated...Joint Filing Undertaking • November 30th, 2005 • Parkcentral Capital Management, L.P. • Services-engineering, accounting, research, management
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.
RECITALS:Restructuring Support Agreement • February 7th, 2006 • Parkcentral Capital Management, L.P. • Services-engineering, accounting, research, management • New York
EXHIBIT 2Confidentiality Agreement • November 30th, 2005 • Parkcentral Capital Management, L.P. • Services-engineering, accounting, research, management • Delaware
PRG-Schultz International, Inc. (together with all of its affiliates, the "Company") and Perot Investments, Inc. are currently parties to that certain confidentiality agreement, dated October 26, 2005 (the "Confidentiality Agreement") pertaining to the Company's provision of Evaluation Material (as defined herein) to you and other members of the ad hoc committee of holders of the Company's 4 3/4% Convertible Subordinated Notes due 2006 (the "Notes" and such committee, the "Ad Hoc Noteholders Committee") for use in connection with discussions between the Company and the Ad Hoc Noteholders Committee regarding a possible transaction (a "Possible Transaction") involving the restructuring of the Notes. The purpose of this letter is to memorialize the amendments to the Confidentiality Agreement as set forth herein.
EXHIBIT 1 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated...Joint Filing Undertaking • December 20th, 2005 • Parkcentral Capital Management, L.P. • Services-engineering, accounting, research, management
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.
STRICTLY CONFIDENTIAL October 26, 2005 Perot Investments, Inc. 2300 West Plano Parkway Plano, Texas 75075 Ladies and Gentlemen: The purpose of this agreement is to set forth the basis upon which PRG-Schultz International, Inc. (together with all of...Confidentiality Agreement • November 8th, 2005 • Parkcentral Capital Management, L.P. • Services-engineering, accounting, research, management
The purpose of this agreement is to set forth the basis upon which PRG-Schultz International, Inc. (together with all of its affiliates, the "Company") proposes to provide to you and other members of the ad hoc committee of holders of the Company's 4 3/4% Convertible Subordinated Notes due 2006 (the "Notes" and such committee, the "Ad Hoc Noteholders Committee") with Evaluation Material (as defined herein) for use in connection with contemplated discussions between the Company and the Ad Hoc Noteholders Committee regarding a possible transaction (a "Possible Transaction") involving the restructuring of the Notes.
