EXHIBIT 2 STRICTLY CONFIDENTIAL December 6, 2005 Tenor Capital Management Co., L.P. 65 East 55th Street, 35th Floor New York, NY 10022 Ladies and Gentlemen: The purpose of this agreement is to set forth the basis upon which PRG-Schultz International,...TENOR CAPITAL MANAGEMENT Co., L.P. • December 12th, 2005 • Services-engineering, accounting, research, management • Delaware
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 you with Evaluation Material (as defined herein), as a member 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.
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...TENOR CAPITAL MANAGEMENT Co., L.P. • December 12th, 2005 • 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.
