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.
