EXHIBIT BConversion and Support Agreement • July 17th, 2007 • Blum Capital Partners Lp • Services-engineering, accounting, research, management
CONVERSION AND SUPPORT AGREEMENTConversion and Support Agreement • October 4th, 2007 • Parkcentral Global Hub LTD • Services-engineering, accounting, research, management
This letter is being delivered by the undersigned to PRG-Schultz International, Inc. (the “Company”) in connection with the Company’s efforts to obtain a new credit facility (the “New Credit Facility”), the proceeds of which will be used by the Company to refinance and/or redeem (a) all amounts owed by the Company under that certain Financing Agreement dated as of March 17, 2006 among the Company, its subsidiaries, the lenders party thereto, Ableco Finance LLC, as collateral agent and CIT/Business Group Credit, Inc., as administrative agent (the “Existing Credit Facility”); (b) the Company’s 11% Senior Notes due 2011 (the “Senior Notes”); and (c) to the extent not converted, (i) the Company’s 10% Senior Convertible Notes due 2011 (the “Convertible Notes”) and (ii) the Company’s 9% Senior Series A Convertible Participating Preferred Stock (the “Preferred Stock”). The repayment and redemption of the Existing Credit Facility, the Senior Notes and, to the extent not converted, the Converti
