Exhibit 99.9
PRG-Xxxxxxx International, Inc.
0000 Xxxxx Xxxxx Xxxxxxx
Xxxxx 000 Xxxxx Xxxxx
Xxxxxxx, XX 00000-0000
August 16, 2002
Berkshire Fund V Investment Corp. and
Berkshire Investors LLC
c/o Berkshire Partners LLC
Xxx Xxxxxx Xxxxx
Xxxxxx, XX 00000-0000
Re: Execution of Closing Documents
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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 Berkshire
Fund V Investment Corp., Berkshire Investors LLC, 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 Xxxx Strategic Partners II, L.P.;
2. The Registration Rights Agreement to be made as of the Closing Date,
by and between PRG, Berkshire Fund V Investment Corp., and Berkshire
Investors LLC;
3. The Subordination Agreement to be made as of the Closing Date, by and
among PRG, Berkshire Fund V Investment Corp., and Berkshire Investors
LLC;
4. 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
5. The Management Rights Letter addressed from PRG to the Berkshire
entities.
[SIGNATURE PAGE FOLLOWS]
August 16, 2002
Page 2
Very truly yours,
PRG-Xxxxxxx International, Inc.
By: /s/ Xxxxxxx XxXxxxxx, Xx.
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Name: Xxxxxxx XxXxxxxx, Xx.
Title: Senior Vice President, General
Counsel and Secretary