EXHIBIT 2 2005 AMENDED AND RESTATED STANDSTILL AGREEMENT THIS 2005 AMENDED AND RESTATED STANDSTILL AGREEMENT (this "Agreement"), dated as of November 14, 2005, is by and among PRG-SCHULTZ INTERNATIONAL, INC., a Georgia corporation (the "Company"), and...Standstill Agreement • November 30th, 2005 • Blum Capital Partners Lp • Services-engineering, accounting, research, management • Delaware
EXHIBIT 3Confidentiality Agreement • November 30th, 2005 • Blum Capital Partners Lp • Services-engineering, accounting, research, management • Delaware
PRG-Schultz International, Inc. (together with all of its affiliates, the "Company") and Blum Capital Partners, L.P. are currently parties to that certain confidentiality agreement, dated November 14, 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 • November 30th, 2005 • Blum Capital Partners Lp • 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.
