0000902664-05-002123 Sample Contracts

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...
Parkcentral Capital Management, L.P. • November 8th, 2005 • 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.

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