RECITALSPledge Agreement • March 23rd, 2006 • PRG Schultz International Inc • Services-engineering, accounting, research, management • New York
RECITALSSecurity Agreement • March 23rd, 2006 • PRG Schultz International Inc • Services-engineering, accounting, research, management • New York
RECITALSForbearance Agreement • March 23rd, 2006 • PRG Schultz International Inc • Services-engineering, accounting, research, management • Georgia
FIRST AMENDMENT TO RETAINER AGREEMENT This First Amendment to Retainer Agreement (this "Amendment") is entered into as of October 1, 2005, between PRG-SCHULTZ INTERNATIONAL, INC., a Georgia corporation (PRGX) and David A. Cole ("Director"). WHEREAS,...Retainer Agreement • March 23rd, 2006 • PRG Schultz International Inc • Services-engineering, accounting, research, management
EXECUTION VERSION CREDIT AGREEMENTCredit Agreement • March 23rd, 2006 • PRG Schultz International Inc • Services-engineering, accounting, research, management • New York
CHANGE OF CONTROL AND RESTRICTIVE COVENANT AGREEMENT This Change of Control and Restrictive Covenant Agreement ("Agreement") is entered into this 14th day of February, 2005, by and among James L. Benjamin ("Executive") and PRG-Schultz USA, Inc., a...Change of Control and Restrictive Covenant Agreement • March 23rd, 2006 • PRG Schultz International Inc • Services-engineering, accounting, research, management
RECITALS:Restructuring Support Agreement • March 23rd, 2006 • PRG Schultz International Inc • Services-engineering, accounting, research, management • New York
EXHIBIT 4.9 FIFTH AMENDMENT TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT THIS FIFTH AMENDMENT (this "Amendment"), effective as of March 15, 2006, is between PRG-SCHULTZ INTERNATIONAL, INC., a Georgia corporation (the "Company"), and WACHOVIA BANK,...Shareholder Protection Rights Agreement • March 23rd, 2006 • PRG Schultz International Inc • Services-engineering, accounting, research, management
ROTHSCHILD LOGO) As of September 14, 2005 Mr. James B. McCurry President and Chief Executive Officer PRG-Schultz International, Inc. 600 Galleria Parkway, Suite 100 Atlanta, Georgia 30339 Dear Mr. McCurry: This letter (the "Agreement") will confirm...Financial Advisory Agreement • March 23rd, 2006 • PRG Schultz International Inc • Services-engineering, accounting, research, management • New York
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (this "Amendment") is entered into as of December 9, 2005, among PRG- SCHULTZ USA, INC., a Georgia corporation (the "Company"), PRG-SCHULTZ INTERNATIONAL, INC., a...Employment Agreement • March 23rd, 2006 • PRG Schultz International Inc • Services-engineering, accounting, research, management
ROTHSCHILD LOGO) February 1, 2006 Mr. James B. McCurry President and Chief Executive Officer PRG-Schultz International, Inc. 600 Galleria Parkway, Suite 100 Atlanta, Georgia 30339 Dear Mr. McCurry: This letter (the "Letter Agreement") shall confirm...Completion Fee Agreement • March 23rd, 2006 • PRG Schultz International Inc • Services-engineering, accounting, research, management • Georgia
This letter (the "Letter Agreement") shall confirm our understanding that the Completion Fee has, as of the date hereof, been fully earned and shall be payable, net of applicable credits, if any, upon the earliest of (i) the date of consummation of the Restructuring (as defined in that certain Restructuring Support Agreement dated as of December 23, 2005 (as amended on February 1, 2006), among the Company and certain beneficial owners of the Company's 4-3/4% Convertible Subordinated Notes due 2006), (ii) the date of consummation of any alternative Transaction, including any M&A Transaction (in which case the Completion Fee shall be payable in lieu of an M&A Fee), and (iii) August 31, 2006.
RECITALSForbearance Agreement and Credit Agreement • March 23rd, 2006 • PRG Schultz International Inc • Services-engineering, accounting, research, management • Georgia
