EXHIBIT III
PRG-Xxxxxxx International, Inc.
0000 Xxxxx Xxxxx Xxxxxxx
Xxxxx 000 Xxxxx Xxxxx
Xxxxxxx, XX 00000-0000
August 16, 2002
Xxxx Strategic Partners II, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Re: Execution of Closing Documents; PRG Representations
Ladies and Gentlemen:
This letter will confirm our understanding that, in connection with the
Stock Purchase Agreement, dated as of August 16, 2002, made between Xxxx
Strategic Partners II, L.P. ("Strategic II"), and the individuals identified
therein as Sellers (the "Stock Purchase Agreement"), PRG-Xxxxxxx International,
Inc. ("PRG") hereby agrees to execute at the date of the Closing under the Stock
Purchase Agreement (the "Closing Date") the documents set forth below, provided,
that they are each in the form of the applicable exhibit to the Stock Purchase
Agreement and that all of the conditions to closing in the Stock Purchase
Agreement have been satisfied or, if waived, PRG shall have consented to such
waiver:
1. The Investor Rights Agreement to be made as of the Closing Date, by
and among PRG, Berkshire Fund V Investment Corp., Berkshire Investors
LLC, and Strategic II;
2. The Registration Rights Agreement to be made as of the Closing Date,
by and between PRG and Strategic II;
3. The Subordination Agreement to be made as of the Closing Date, by and
among PRG and Strategic II;
4. The Standstill Agreement dated as of August 16, 2002, by and among PRG
and Strategic II;
5. The Consent and Amendment Agreement, dated August 16, 2002, by and
among PRG, Xxxxxx Xxxxxxx & Associates International, Inc., the
Sellers, Xxxx X. Xxxx, and Xxxx X. Xxxx; and
6. The Management Rights Letter addressed from PRG to Strategic II.
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In addition, in connection with the transactions contemplated by the Stock
Purchase Agreement, PRG hereby represents and warrants to Strategic II that
(a) to its knowledge, there is no Person that comes within the meaning of
subclause (iv) of the first proviso to the definition of "Acquiring Person"
in PRG's Shareholder Protection Rights Agreement (as amended through the
date hereof, the "Rights Agreement"); (b) no "Stock Acquisition Date" (as
defined in the Rights Agreement) shall be deemed to have occurred and no
holder of Rights (as defined in the Rights Agreement) shall be entitled to
exercise such Rights under the Rights Agreement, in each case solely by
reason of the approval, execution or delivery of the Stock Purchase
Agreement or the consummation of the transactions contemplated thereby and
(c) the Second Amendment to the Rights Agreement delivered to Strategic II
on the date hereof has been duly executed and delivered and no consent or
other approval is required in order for it to be effective on the date
hereof.
[SIGNATURE PAGE FOLLOWS]
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Very truly yours,
PRG-Xxxxxxx International, Inc.
/s/ Xxxxxxx XxXxxxxx, Xx.
By: ---------------------------
Name: Xxxxxxx XxXxxxxx, Xx.
Title: Senior Vice President,
General Counsel and Secretary
