-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E9JJD2fvPLZ2Ekr6nUThb47xJrJ/0jZknyzBw2DfzilLO0OC6D9ITNBriHB6rPJj F4+hBOqUgOS9OF+Vvsm6wA== 0000938775-07-000069.txt : 20070717 0000938775-07-000069.hdr.sgml : 20070717 20070717164230 ACCESSION NUMBER: 0000938775-07-000069 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070717 DATE AS OF CHANGE: 20070717 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRG SCHULTZ INTERNATIONAL INC CENTRAL INDEX KEY: 0001007330 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 582213805 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48923 FILM NUMBER: 07984630 BUSINESS ADDRESS: STREET 1: 600 GALLERIA PARKWAY STREET 2: STE 100 CITY: ATLANTA STATE: GA ZIP: 30339-5949 BUSINESS PHONE: 7707793311 MAIL ADDRESS: STREET 1: 600 GALLERIA PARKWAY STREET 2: STE 100 CITY: ATLANTA STATE: GA ZIP: 30339-5949 FORMER COMPANY: FORMER CONFORMED NAME: PROFIT RECOVERY GROUP INTERNATIONAL INC DATE OF NAME CHANGE: 19960207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLUM CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0000938775 IRS NUMBER: 943205364 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 909 MONTGOMERY STREET # 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 4154341111 MAIL ADDRESS: STREET 1: 909 MONTGOMERY STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 FORMER COMPANY: FORMER CONFORMED NAME: BLUM RICHARD C & ASSOCIATES L P DATE OF NAME CHANGE: 19970219 SC 13D/A 1 prgx13d20.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 20) Under the Securities Exchange Act of 1934 PRG-SCHULTZ INTERNATIONAL, INC. ------------------------------------------ (Name of Issuer) Common Stock, No Par Value Per Share ------------------------------------ (Title of Class of Securities) 69357C503 --------- (CUSIP Number) Gregory D. Hitchan Blum Capital Partners, L.P. 909 Montgomery Street, Suite 400 San Francisco, CA 94133 (415) 434-1111 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 16, 2007 ----------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ?? 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ?? 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 18 CUSIP NO. 69357C503 SCHEDULE 13D Page 2 of 18 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON BLUM CAPITAL PARTNERS, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3205364 - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* See Item 3 - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION California - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 5,233,696 shares (including 4,314,095 shares issuable OWNED BY EACH upon conversion of Senior Convertible Notes and Series PERSON WITH A Preferred Stock)** ----------------------------------------------------------- 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 5,233,696 shares (including 4,314,095 shares issuable upon conversion of Senior Convertible Notes and Series A Preferred Stock)** - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,233,696 shares (including 4,314,095 shares issuable upon conversion of Senior Convertible Notes and Series A Preferred Stock)** - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.0%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON PN, IA - ------------------------------------------------------------------------------ ** See Item 5 * * * * * * CUSIP NO. 69357C503 SCHEDULE 13D Page 3 of 18 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-2967812 - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* See Item 3 - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION California - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 5,233,696 shares (including 4,314,095 shares issuable OWNED BY EACH upon conversion of Senior Convertible Notes and Series PERSON WITH A Preferred Stock)** ----------------------------------------------------------- 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 5,233,696 shares (including 4,314,095 shares issuable upon conversion of Senior Convertible Notes and Series A Preferred Stock)** - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,233,696 shares (including 4,314,095 shares issuable upon conversion of Senior Convertible Notes and Series A Preferred Stock)** - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.0%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ ** See Item 5 * * * * * * CUSIP NO. 69357C503 SCHEDULE 13D Page 4 of 18 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON BLUM STRATEGIC GP, L.L.C. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3303831 - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* See Item 3 - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 5,233,696 shares (including 4,314,095 shares issuable OWNED BY EACH upon conversion of Senior Convertible Notes and Series PERSON WITH A Preferred Stock)** ----------------------------------------------------------- 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 5,233,696 shares (including 4,314,095 shares issuable upon conversion of Senior Convertible Notes and Series A Preferred Stock)** - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,233,696 shares (including 4,314,095 shares issuable upon conversion of Senior Convertible Notes and Series A Preferred Stock)** - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.0%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON OO (Limited Liability Company) - ------------------------------------------------------------------------------ ** See Item 5 * * * * * * CUSIP NO. 69357C503 SCHEDULE 13D Page 5 of 18 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON BLUM STRATEGIC PARTNERS II, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3395151 - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* See Item 3 - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 5,233,696 shares (including 4,314,095 shares issuable OWNED BY EACH upon conversion of Senior Convertible Notes and Series PERSON WITH A Preferred Stock)** ----------------------------------------------------------- 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 5,233,696 shares (including 4,314,095 shares issuable upon conversion of Senior Convertible Notes and Series A Preferred Stock)** - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,233,696 shares (including 4,314,095 shares issuable upon conversion of Senior Convertible Notes and Series A Preferred Stock)** - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.0%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------ ** See Item 5 * * * * * * CUSIP NO. 69357C503 SCHEDULE 13D Page 6 of 18 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON BLUM STRATEGIC GP II, L.L.C. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3395150 - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* See Item 3 - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 5,233,696 shares (including 4,314,095 shares issuable OWNED BY EACH upon conversion of Senior Convertible Notes and Series PERSON WITH A Preferred Stock)** ----------------------------------------------------------- 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 5,233,696 shares (including 4,314,095 shares issuable upon conversion of Senior Convertible Notes and Series A Preferred Stock)** - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,233,696 shares (including 4,314,095 shares issuable upon conversion of Senior Convertible Notes and Series A Preferred Stock)** - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.0%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON OO (Limited Liability Company) - ------------------------------------------------------------------------------ ** See Item 5 * * * * * * CUSIP NO. 69357C503 SCHEDULE 13D Page 7 of 18 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON STINSON CAPITAL PARTNERS, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3232358 - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* See Item 3 - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION California - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 5,233,696 shares (including 4,314,095 shares issuable OWNED BY EACH upon conversion of Senior Convertible Notes and Series PERSON WITH A Preferred Stock)** ----------------------------------------------------------- 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 5,233,696 shares (including 4,314,095 shares issuable upon conversion of Senior Convertible Notes and Series A Preferred Stock)** - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,233,696 shares (including 4,314,095 shares issuable upon conversion of Senior Convertible Notes and Series A Preferred Stock)** - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.0%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------ ** See Item 5 * * * * * * CUSIP NO. 69357C503 SCHEDULE 13D Page 8 of 18 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON STINSON CAPITAL PARTNERS (QP), L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 52-2379857 - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* See Item 3 - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 5,233,696 shares (including 4,314,095 shares issuable OWNED BY EACH upon conversion of Senior Convertible Notes and Series PERSON WITH A Preferred Stock)** ----------------------------------------------------------- 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 5,233,696 shares (including 4,314,095 shares issuable upon conversion of Senior Convertible Notes and Series A Preferred Stock)** - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,233,696 shares (including 4,314,095 shares issuable upon conversion of Senior Convertible Notes and Series A Preferred Stock)** - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.0%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------ ** See Item 5 * * * * * * CUSIP NO. 69357C503 SCHEDULE 13D Page 9 of 18 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON STINSON CAPITAL PARTNERS II, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3264850 - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* See Item 3 - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION California - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 5,233,696 shares (including 4,314,095 shares issuable OWNED BY EACH upon conversion of Senior Convertible Notes and Series PERSON WITH A Preferred Stock)** ----------------------------------------------------------- 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 5,233,696 shares (including 4,314,095 shares issuable upon conversion of Senior Convertible Notes and Series A Preferred Stock)** - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,233,696 shares (including 4,314,095 shares issuable upon conversion of Senior Convertible Notes and Series A Preferred Stock)** - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.0%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------ ** See Item 5 * * * * * * CUSIP NO. 69357C503 SCHEDULE 13D Page 10 of 18 Item 1. Security and Issuer - ---------------------------- This Amendment No. 20 amends the Statement on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission (the "Commission") on October 4, 2006 by Blum Capital Partners, L.P., a California limited partnership, ("Blum LP"); Richard C. Blum & Associates, Inc., a California corporation ("RCBA Inc. "); Blum Strategic GP, L.L.C., a Delaware limited liability company ("Blum GP"); Blum Strategic GP II, L.L.C., a Delaware limited liability company ("Blum GP II"); Blum Strategic Partners II, L.P., a Delaware limited partnership ("Blum Strategic II"); Stinson Capital Partners, L.P., a California limited partnership ("Stinson"); Stinson Capital Partners (QP), L.P., a Delaware limited partnership ("Stinson QP"); and Stinson Capital Partners II, L.P., a California limited partnership ("Stinson II") (collectively, the "Reporting Persons"). This amendment to the Schedule 13D relates to the shares of Common Stock, no par value per share (the "Common Stock") of PRG-Schultz International, Inc., a Georgia corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339-5949. The following amendments to the Schedule 13D are hereby made. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D. Item 2. Identity and Background - -------------------------------- Item 2 of the Schedule 13D is hereby amended and restated in its entirety with the following: Blum LP is a California limited partnership whose principal business is acting as general partner for investment partnerships and providing investment advisory services. Blum LP is an investment advisor registered with the Securities and Exchange Commission. The sole general partner of Blum LP is RCBA Inc. The principal business office address of Blum LP and RCBA Inc. is 909 Montgomery Street, Suite 400, San Francisco, California 94133. The names Of the executive officers and directors of RCBA Inc., their addresses, citizenship and principal occupations are as follows: * * * * * * CUSIP NO. 69357C503 SCHEDULE 13D Page 11 of 18 Name and Business Citizen- Principal Occupation Office Held Address ship or Employment - -------------------- ----------------------- --------- ------------------- Richard C. Blum 909 Montgomery St. USA President & Chairman, President, Suite 400 Blum LP Chairman & Director San Francisco, CA 94133 Nils Colin Lind 909 Montgomery St. USA and Managing Partner, Managing Partner Suite 400 Norway Blum LP & Director San Francisco, CA 94133 John H. Park 909 Montgomery St. USA Partner, Partner Suite 400 Blum LP San Francisco, CA 94133 Gregory L. Jackson 909 Montgomery St. USA Partner, Partner Suite 400 Blum LP San Francisco, CA 94133 Jane J. Su 909 Montgomery St. USA Partner, Partner Suite 400 Blum LP San Francisco, CA 94133 David H.S. Chung 909 Montgomery St. USA Partner, Partner Suite 400 Blum LP San Francisco, CA 94133 Nadine F. Terman 909 Montgomery St. USA Partner, Partner Suite 400 Blum LP San Francisco, CA 94133 Gregory D. Hitchan 909 Montgomery St. USA Partner, Chief Partner, Chief Suite 400 Operating Officer, Operating Officer, San Francisco, CA 94133 General Counsel and General Counsel and Secretary, Blum LP Secretary Marc T. Scholvinck 909 Montgomery St. USA Partner & Chief Partner, Chief Suite 400 Financial Officer, Financial Officer, San Francisco, CA 94133 Blum LP Assistant Secretary & Director * * * * * * CUSIP NO. 69357C503 SCHEDULE 13D Page 12 of 18 Blum GP is a Delaware limited liability company whose principal business is acting as the sole general partner of Blum Strategic Partners, L.P. ("Blum Strategic"). The principal business office address of Blum GP is 909 Montgomery Street, Suite 400, San Francisco, CA 94133. The names of the managing members and members of Blum GP, their addresses, citizenship and principal occupations are as follows: Name and Business Citizen- Principal Occupation Office Held Address ship or Employment - -------------------- ----------------------- --------- ------------------- Richard C. Blum 909 Montgomery St. USA President & Chairman, Managing Member Suite 400 Blum LP San Francisco, CA 94133 Nils Colin Lind 909 Montgomery St. USA and Managing Partner, Managing Member Suite 400 Norway Blum LP San Francisco, CA 94133 John H. Park 909 Montgomery St. USA Partner, Member Suite 400 Blum LP San Francisco, CA 94133 Gregory L. Jackson 909 Montgomery St. USA Partner, Member Suite 400 Blum LP San Francisco, CA 94133 Jane J. Su 909 Montgomery St. USA Partner, Member Suite 400 Blum LP San Francisco, CA 94133 David H.S. Chung 909 Montgomery St. USA Partner, Member Suite 400 Blum LP San Francisco, CA 94133 Nadine F. Terman 909 Montgomery St. USA Partner, Member Suite 400 Blum LP San Francisco, CA 94133 * * * * * * CUSIP NO. 69357C503 SCHEDULE 13D Page 13 of 18 Name and Business Citizen- Principal Occupation Office Held Address ship or Employment - -------------------- ----------------------- --------- ------------------- Gregory D. Hitchan 909 Montgomery St. USA Partner, Chief Member Suite 400 Operating Officer, San Francisco, CA 94133 General Counsel & Secretary, Blum LP Marc T. Scholvinck 909 Montgomery St. USA Partner & Chief Member Suite 400 Financial Officer, San Francisco, CA 94133 Blum LP Blum GP II is a Delaware limited liability company whose principal business is acting as the sole general partner of Blum Strategic II and also as managing limited partner of Blum Strategic Partners II GmbH & Co. KG.( "Blum Strategic II KG"). The principal business office address of Blum GP II is 909 Montgomery Street, Suite 400, San Francisco, CA 94133. The names of the managing members and members of Blum GP II, their addresses, citizenship and principal occupations are as follows: Name and Business Citizen- Principal Occupation Office Held Address ship or Employment - -------------------- ----------------------- --------- ------------------- Richard C. Blum 909 Montgomery St. USA President & Chairman, Managing Member Suite 400 Blum LP San Francisco, CA 94133 Nils Colin Lind 909 Montgomery St. USA and Managing Partner, Managing Member Suite 400 Norway Blum LP San Francisco, CA 94133 John H. Park 909 Montgomery St. USA Partner, Managing Member Suite 400 Blum LP San Francisco, CA 94133 * * * * * * CUSIP NO. 69357C503 SCHEDULE 13D Page 14 of 18 Name and Business Citizen- Principal Occupation Office Held Address ship or Employment - -------------------- ----------------------- --------- ------------------- Gregory L. Jackson 909 Montgomery St. USA Partner, Managing Member Suite 400 Blum LP San Francisco, CA 94133 Jane J. Su 909 Montgomery St. USA Partner, Member Suite 400 Blum LP San Francisco, CA 94133 David H.S. Chung 909 Montgomery St. USA Partner, Member Suite 400 Blum LP San Francisco, CA 94133 Nadine F. Terman 909 Montgomery St. USA Partner, Member Suite 400 Blum LP San Francisco, CA 94133 Gregory D. Hitchan 909 Montgomery St. USA Partner, Chief Managing Member Suite 400 Operating Officer, San Francisco, CA 94133 General Counsel & Secretary, Blum LP Marc T. Scholvinck 909 Montgomery St. USA Partner & Chief Managing Member Suite 400 Financial Officer, San Francisco, CA 94133 Blum LP To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. * * * * * * CUSIP NO. 69357C503 SCHEDULE 13D Page 15 of 18 Item 4. Purpose of Transaction - ------------------------------- Item 4 is amended to add the following: In connection with the proposed refinancing announced by the Issuer, the Reporting Persons have entered into a Conversion and Support Agreement (the "Support Agreement") with the Issuer. As consideration for the Support Agreement, on July 16, 2007, the Issuer entered into a 2007 Amended and Restated Standstill Agreement (the "New Standstill Agreement") with the Reporting Persons. Upon effectiveness, the New Standstill Agreement will replace and supersede the Amended and Restated Standstill Agreement dated November 14, 2005 between the Reporting Persons and the Issuer. The information set forth in this Item 4 is qualified in its entirety by the reference to the Support Agreement and the New Standstill Agreement which are attached hereto as Exhibits B and C, respectively, each of which is incorporated by reference herein in its entirety. Item 5. Interest in Securities of the Issuer - --------------------------------------------- Item 5 of the Schedule 13D is hereby amended as follows: (a),(b) According to the Issuer's Form 8-K filed with the Commission on May 15, 2007, there were 8,767,345 shares of Common Stock issued and outstanding as of April 30, 2007. Based on such information, after taking into account the transactions described in Item 5(c) below, the Reporting Persons report beneficial ownership of the following shares of Common Stock: (i) 63,126 shares of the Common Stock held by Blum LP and RCBA Inc. on behalf of the limited partnerships for which Blum LP serves as the general partner, or on behalf of an entity for which Blum LP serves as investment advisor, which represents 0.7% of the outstanding shares of the Common Stock; (ii) 11,770 shares of the Common Stock held by Blum GP on behalf of the limited partnership for which it serves as the general partner, which represents 0.1% of the outstanding shares of the Common Stock; and (iii) 844,705 shares of the Common Stock held by Blum GP II on behalf of the limited partnership for which it serves as the general partner and on behalf of the limited partnership for which it serves as the managing limited partner, which represents 9.6% of the outstanding shares of the Common Stock. * * * * * * CUSIP NO. 69357C503 SCHEDULE 13D Page 16 of 18 Voting and investment power concerning the above shares are held solely by Blum LP, Blum GP and Blum GP II. The Reporting Persons therefore may be deemed to be members in a group, in which case the group would be deemed to have beneficial ownership of an aggregate of 919,601 shares of the Common Stock, which is 10.5% of the outstanding Common Stock. As the sole general partner of Blum LP, RCBA Inc. is deemed the beneficial owner of the securities over which Blum LP has voting and investment power. The filing of this Schedule shall not be construed as an admission that any of the shareholders, directors or executive officers of RCBA Inc. or the managing members and members of Blum GP and Blum GP II, is, for any purpose, the beneficial owner of any of the securities that are beneficially owned by RCBA Inc., Blum GP, or Blum GP II. In the event that the Reporting Persons converted the 10.0% Senior Convertible Notes due 2011 (the "Senior Convertible Notes") and the Series A Convertible Participating Preferred Stock (the "Series A Preferred Stock") of the Issuer into Common Stock (see the Schedule 13D Amendment Number 18, filed by the Reporting Persons on March 24, 2006), the Reporting Persons may be deemed to have beneficial ownership of and exercise shared voting and dispositive power over (i) principal amount of $17,580,874 of Senior Convertible Notes, which is convertible into 2,704,751 shares of Common Stock, and (ii) 34,901 shares of Series A Preferred Stock, which are convertible into 1,609,345 shares of Common Stock. The Reporting Persons may thus be deemed to have beneficial ownership of 5,233,696 shares or 40.0% of the Common Stock, as follows: (i) Blum LP and RCBA Inc. may be deemed to have beneficial ownership of 2,523,084 shares, which represents 19.3% on an as converted basis; (ii) Blum GP II may be deemed to have beneficial ownership of 2,698,842 shares, which represents 20.6% on an as converted basis; and (iii) Blum GP may be deemed to have beneficial ownership of 11,770 shares, which represents 0.1% on an as converted basis. (c) The Reporting Persons have not effected any transactions in the securities of the Issuer during the last 60 days. (d) and (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer - ---------------------------------------------------------------------- Item 6 to Schedule 13D is hereby amended to incorporate the Support Agreement and the New Standstill Agreement which are attached hereto as Exhibits B and C, respectively, each of which is incorporated by reference herein in its entirety. * * * * * * CUSIP NO. 69357C503 SCHEDULE 13D Page 17 of 18 Item 7. Material to be Filed as Exhibits - ----------------------------------------- Exhibit A - Joint Filing Undertaking Exhibit B - Conversion and Support Agreement Exhibit C - Amended and Restated Standstill Agreement * * * * * * CUSIP NO. 69357C503 SCHEDULE 13D Page 18 of 18 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: July 17, 2007 RICHARD C. BLUM & ASSOCIATES, INC. BLUM CAPITAL PARTNERS, L.P. By: Richard C. Blum & Associates, Inc. its general partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ------------------------------- ----------------------------------- Gregory D. Hitchan Gregory D. Hitchan Partner, Chief Operating Officer, Partner, Chief Operating Officer, General Counsel and Secretary General Counsel and Secretary BLUM STRATEGIC GP, L.L.C. BLUM STRATEGIC GP II, L.L.C. By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ------------------------------- --------------------------- Gregory D. Hitchan, General Gregory D. Hitchan, General Counsel and Member Counsel and Managing Member BLUM STRATEGIC PARTNERS II, L.P. STINSON CAPITAL PARTNERS, L.P. By: Blum Strategic GP II, L.L.C., By: Blum Capital Partners, L.P., its General Partner its General Partner By: Richard C. Blum & Associates, Inc. its General Partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ---------------------------- ----------------------------- Gregory D. Hitchan, General Partner, Chief Operating Officer, Counsel and Managing Member General Counsel and Secretary STINSON CAPITAL PARTNERS II, L.P. STINSON CAPITAL PARTNERS (QP), L.P. By: Blum Capital Partners, L.P., By: Blum Capital Partners, L.P., its General Partner its General Partner By: Richard C. Blum & Associates, Inc. By: Richard C. Blum & Associates, Inc. its General Partner its General Partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ------------------------------- ----------------------------------- Gregory D. Hitchan Gregory D. Hitchan Partner, Chief Operating Officer, Partner, Chief Operating Officer, General Counsel and Secretary General Counsel and Secretary * * * * * * CUSIP NO. 69357C503 SCHEDULE 13D Page 1 of 1 Exhibit A 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 pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party. Dated: July 17, 2007 RICHARD C. BLUM & ASSOCIATES, INC. BLUM CAPITAL PARTNERS, L.P. By: Richard C. Blum & Associates, Inc. its general partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ------------------------------- ----------------------------------- Gregory D. Hitchan Gregory D. Hitchan Partner, Chief Operating Officer, Partner, Chief Operating Officer, General Counsel and Secretary General Counsel and Secretary BLUM STRATEGIC GP, L.L.C. BLUM STRATEGIC GP II, L.L.C. By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ------------------------------- --------------------------- Gregory D. Hitchan, General Gregory D. Hitchan, General Counsel and Member Counsel and Managing Member BLUM STRATEGIC PARTNERS II, L.P. STINSON CAPITAL PARTNERS, L.P. By: Blum Strategic GP II, L.L.C., By: Blum Capital Partners, L.P., its General Partner its General Partner By: Richard C. Blum & Associates, Inc. its General Partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ---------------------------- ----------------------------- Gregory D. Hitchan, General Partner, Chief Operating Officer, Counsel and Managing Member General Counsel and Secretary STINSON CAPITAL PARTNERS II, L.P. STINSON CAPITAL PARTNERS (QP), L.P. By: Blum Capital Partners, L.P., By: Blum Capital Partners, L.P., its General Partner its General Partner By: Richard C. Blum & Associates, Inc. By: Richard C. Blum & Associates, Inc. its General Partner its General Partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ------------------------------- ----------------------------------- Gregory D. Hitchan Gregory D. Hitchan Partner, Chief Operating Officer, Partner, Chief Operating Officer, General Counsel and Secretary General Counsel and Secretary EX-99 3 exhibit99b.txt EXHIBIT B - CONVERSION AND SUPPORT AGREEMENT EXHIBIT B CONVERSION AND SUPPORT AGREEMENT July 16, 2007 PRG- Schultz International, Inc. 600 Galleria Parkway Atlanta, Georgia 30339 Ladies and Gentlemen: 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 Convertible Notes and the Preferred Stock, with the proceeds of the New Credit Facility is hereinafter referred to as the "Refinancing". The undersigned and its affiliated entities identified on Schedule I hereto (collectively, the "Blum Entities") are, collectively, the holders of (i) $14,471,619 in aggregate principal amount of the Senior Notes; (ii) $17,580,874 in principal amount of the Convertible Notes; and (iii) 34,901 shares of the Preferred Stock. In addition, the Blum Entities are lenders under the Existing Credit Facility. The Blum Entities hereby acknowledge that, upon receipt of a notice of redemption of the Convertible Notes and Preferred Stock held by the Blum Entities, it will be in the best interests of the Blum Entities and the Company for the Blum Entities to convert such Convertible Notes and such Preferred Stock into shares of the Company's no par value common stock (the "Common Stock") in accordance with the terms of the Convertible Notes and the Preferred Stock, as the case may be. In order to induce the new lenders in the Refinancing to enter into the New Credit Facility and to enhance the benefits of the New Credit Facility to the Company, which enhanced benefits will inure to the benefit of the Blum Entities as owners of the Common Stock of the Company, and for other good and valid consideration, including the proposed amendment to the Standstill Agreement between the Company and the Blum Entities, as discussed below, the receipt and sufficiency of which is hereby acknowledged, the undersigned, on behalf of the Blum Entities, hereby agrees, subject to the conditions contained herein, that the Blum Entities will, immediately upon receipt of a notice from the Company stating that (i) a credit agreement documenting the New Credit Facility has been executed by both the Company and the lenders named therein and (ii) that a notice of redemption, in full and not in part, has been issued with respect to the Senior Notes, the Convertible Notes and the Preferred Stock, submit a conversion notice or otherwise initiate the process to convert all Convertible Notes and shares of Preferred Stock held by the Blum Entities into shares of Common Stock pursuant to the terms of the Convertible Notes and the Preferred Stock, as the case may be, such that the conversion will occur and be effective prior to the applicable redemption date in accordance with the terms of the Convertible Notes or the Preferred Stock, as the case may be. Nothing in this agreement shall prohibit the Blum Entities from converting the Convertible Notes or the Preferred Stock held by them at any time prior to the receipt of the notice referenced in this paragraph. The conversion of the Convertible Notes and the Preferred Stock held by the Blum Entities under this Agreement is subject to the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), or the parties' receipt of early termination thereof, prior to such conversion; provided, however, that this provision shall only apply to that portion of the Convertible Notes and Preferred Stock held by the Blum Entities that, if converted, would violate the ownership thresholds established under the HSR Act. The parties will use their reasonable best efforts to take all steps necessary to cause the waiting period under the HSR Act to expire (or to receive early termination with respect thereto) as soon as practicable after the date hereof. The undersigned, on behalf of the Blum Entities, further agrees that the Blum Entities will not, without the prior written consent of the Company, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Blum Entities or any affiliate of the Blum Entities or any person in privity with the Blum Entities or any affiliate of the Blum Entities), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Convertible Notes or shares of Preferred Stock held by the Blum Entities, or publicly announce an intention to effect any such transaction until the earlier of (1) one hundred twenty (120) days after the date hereof, or (2) the consummation and closing of the Refinancing; provided, however, that the Blum Entities may transfer any such Convertible Notes or shares of Preferred Stock if the transferee explicitly agrees in writing to the Company to be bound by the terms of this Agreement. Any shares of Common Stock issued to the undersigned upon conversion of the Convertible Notes or the Preferred Stock will not be subject to the restrictions imposed by this Agreement. The undersigned, on behalf of the Blum Entities, further agrees that, at the request of the Company, the Blum Entities, in their capacity as holders of the Senior Notes, the Convertible Notes and/or as lenders under the Existing Credit Facility, will consent to, vote in favor of or otherwise \support: (A) An amendment to the indenture governing the Senior Notes to (i) permit the simultaneous redemption of all (but only all) of each of the Senior Notes, the Convertible Notes and the Preferred Stock and (ii) shorten the notice period for redemption of the Senior Notes as set forth therein to not less than 15 days. (B) An amendment to the indenture governing the Convertible Notes to (i) permit the simultaneous redemption of all (but only all) of each of the Senior Notes, the Convertible Notes and the Preferred Stock and (ii) shorten the notice period for redemption of the Convertible Notes as set forth therein to not less than 15 days. (C) An amendment to the Existing Credit Facility that would (i) permit the amendments to the indentures governing the Senior Notes and the Convertible Notes as set forth in (A) and (B) above and (ii) allow simultaneous repayment of all (but only all) of each of the Senior Notes, the Convertible Notes and the Preferred Stock with the repayment and termination of the Existing Credit Facility. The Company agrees that if it enters into a conversion and support agreement with any other holder of Convertible Notes and/or Preferred Stock, which conversion and support agreement provides for a material economic benefit to such holder that is not so provided for in this Agreement, the Blum Entities shall be automatically entitled, upon written notice to the Company, to receive the same economic benefit without the execution of any amendment to this Agreement, it being understood that the economic benefit given to Blum shall be given on a proportional basis (based on the aggregate principal amount of Convertible Notes and liquidation preference of Preferred Stock held by such holder) relative to such other holder's holdings. In connection and simultaneous with the execution of this Agreement, the Company and the undersigned, on behalf of the Blum Entities, shall enter into an amendment to that certain Amended and Restated Standstill Agreement, dated as of November 14, 2005 (the "Standstill Amendment"); provided, however, that the effectiveness of the Standstill Amendment shall be subject to the conditions specified in paragraph 7 thereof. Notwithstanding anything in that certain Registration Rights Agreement, dated August 27, 2002, by and among the Company, certain of the Blum Entities and others (the "2002 Agreement"), for purposes of clarification, the parties hereby confirm and acknowledge that the Company will be obligated to cause any registration demanded or requested by any of the Blum Entities or their Affiliates under that Agreement pursuant to the last sentence of Article I(a) to become effective no later than 180 days following the effective date of a Company- or stockholder-initiated registration (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145). This agreement shall terminate on the earlier of (1) one hundred twenty (120) days after the date hereof, or (2) the closing of the Refinancing. [Signature page follows] * * * * * * Yours very truly, BLUM CAPITAL PARTNERS, L.P., for itself and as representative of the affiliated entities thereto listed on Schedule I to this Agreement By: /s/ Gregory D. Hitchan Name: Gregory D. Hitchan Title: General Counsel, Chief Operating Officer, and Secretary * * * * * * Agreed and Accepted as of the 16th day of July, 2007: PRG-SCHULTZ INTERNATIONAL, INC. By: /s/ James B. Curry James B. McCurry President, Chief Executive Officer and Chairman of the Board * * * * * * SCHEDULE I BK Capital Partners IV, L.P. Stinson Capital Partners, L.P. Stinson Capital Partners II, L.P. Stinson Capital Partners (QP), L.P. Stinson Dominion, L.P. Blum Strategic Partners, L.P. Blum Strategic Partners II, L.P. Blum Strategic Partners II GmbH & Co. KG EX-99 4 exhibit99c.txt EXHIBIT C - AMENDED AND RESTATED STANDSTILL AGREEMENT EXHIBIT C 2007 AMENDED AND RESTATED STANDSTILL AGREEMENT THIS 2007 AMENDED AND RESTATED STANDSTILL AGREEMENT (this "Agreement"), dated as of July 16, 2007, is by and among PRG-SCHULTZ INTERNATIONAL, INC., a Georgia corporation (the "Company"), and each of the other parties identified on the signature pages hereto (collectively, the "Investors"). W I T N E S S E T H WHEREAS, the Investors are the Beneficial Owners of shares of the Common Stock of the Company and desire to have the ability to acquire additional shares of such Common Stock; WHEREAS, the Investors also own certain 9% Series A Convertible Preferred Stock of the Company (the "Series A Preferred"), 10% Convertible Notes of the Company (the "10% Notes") and 11% Senior Notes of the Company (the "11% Notes"); WHEREAS, Blum Strategic Partners II, L.P. and Blum Strategic Partners II GmbH & Co. KG are among the lenders to the Company pursuant to a certain Financing Agreement, dated as of March 17, 2006, by and among PRG-Schultz International, Inc., as Parent, PRG-Schultz USA, Inc., as Borrower, certain subsidiaries of Parent, as Guarantors, the lenders from time to time party thereto, Ableco Finance LLC, as collateral agent for the lenders, and The CIT Group/Business Credit, Inc., as administrative agent for the Lenders (the "Financing Agreement"); WHEREAS, the Company has adopted that certain Shareholder Protection Rights Agreement (the "Rights Agreement") dated as of August 9, 2000, as amended effective on May 15, 2002, August 16, 2002, November 7, 2005, November 14, 2005 and March 16, 2006, between the Company and First Union National Bank, as Rights Agent; WHEREAS, the Investors and the Company entered into an Amended and Restated Standstill Agreement with the Company as of August 21, 2002 (the "2002 Standstill Agreement"), as amended and restated on November 14, 2005 (the "2005 Standstill Agreement"); WHEREAS, the Company has requested that the Investors and/or certain Controlled Affiliates take certain actions to facilitate the refinancing of the Financing Agreement and the redemption and/or refinancing of the Series A Preferred, the 10% Notes and the 11% Notes, which actions would include the conversion into Common Stock of certain of the Series A Preferred and 10% Notes held by the Investors (collectively, the "Refinancing"); and WHEREAS, in connection with the Refinancing, the parties to the 2005 Standstill Agreement have agreed to enter into this Agreement to amend certain provisions thereof and intend that this Agreement supersede the 2005 Standstill Agreement in its entirety. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows: 1. Definitions. Capitalized terms used in this Agreement which are not otherwise defined by this Agreement are used with the same meanings ascribed to such terns in the Rights Agreement, as amended through the date hereof. In addition, unless the context otherwise requires, the following terms shall have the following meanings for purposes of this Agreement: (a) "13D Group" means any "group" (within the meaning of Section 13(d) of the Exchange Act) formed for the purpose of acquiring, holding, voting or disposing of Voting Stock of the Company. (b) A Person shall be deemed the "Beneficial Owner", and have "Beneficial Ownership" of, and to "Beneficially Own", any securities as to which such Person or any of such Person's Affiliates or Associates is or may be deemed to be the beneficial owner pursuant to Rules 13d-3 and 13d-5 under the Exchange Act as such Rules are in effect on the date of this Agreement as well as any securities as to which such Person or any of such Person's affiliates has the right to become the Beneficial Owner (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights (other than the rights granted under the Rights Agreement), warrants or options, or otherwise; provided, however, that a Person shall not be deemed the "Beneficial Owner", or to have "Beneficial Ownership" of, or to "Beneficially Own", any security (i) solely because such security has been tendered pursuant to a tender or exchange offer made by such Person or any of such Person's affiliates until such tendered security is accepted for payment or exchange or (ii) solely because such Person or any of such Person's affiliates has or shares the power to vote or direct the voting of such security pursuant to a revocable proxy given in response to a public proxy or consent solicitation made to more than ten holders of shares of a class of stock of the Company registered under Section 12 of the Exchange Act and pursuant to, and in accordance with, the applicable rules and regulations under the Exchange Act, except if such power (or the arrangements relating thereto) is then reportable under Schedule 13D under the Exchange Act (or any similar provision of a comparable or successor report). For purposes of this Agreement, in determining the percentage of outstanding shares of Common Stock with respect to which a Person is the Beneficial Owner, all shares as to which such Person is deemed the Beneficial Owner shall be deemed outstanding. Notwithstanding anything in this paragraph to the contrary, a Person shall not be deemed the "Beneficial Owner" of, or to "Beneficially Own", any security beneficially owned by another Person solely by reason of an agreement, arrangement or understanding with such other Person for the purposes of: (x) soliciting the Company's stockholders for the election of director nominees or any other stockholder resolution, the formation of and membership on any committee for the purpose of promoting or opposing any stockholder resolution or for electing a slate of nominees to the Board, service on such a slate of nominees, or agreement to serve on a slate of director nominees, provided that such other Person retains the right at any time to withdraw as a nominee or member of any such committee, and to withhold or revoke any vote or proxy for or against any such stockholder resolution or for such slate of nominees; (y) entering into revocable voting agreements or the granting or solicitation of revocable proxies with respect to any of the matters described in the foregoing clause (x); or (z) the sharing of expenses and the indemnification against expenses and liabilities by any such other Person with respect to expenses incurred or conduct occurring during the time such other Person is a nominee or a member of any such committee described in the foregoing clause (x). (c) "Change of Control" shall mean (i) the acquisition by a Third Party of more than 50% of the Company's then outstanding Voting Stock, excluding however, a purchase agreement with an underwriter or group of underwriters in a registered public offering to the public; (ii) the consummation of a merger, acquisition, consolidation or reorganization or series of such related transactions involving the Company, unless immediately after such transaction or transactions, the shareholders of the Company immediately prior to such transaction shall Beneficially Own at least 50% of the outstanding Voting Stock of the Company (or, if the Company shall not be the surviving company in such merger, consolidation or reorganization, the Voting Stock of the surviving corporation issued in such transaction or transactions in respect of Voting Stock of the Company shall represent at least 50% of the Voting Stock of such surviving corporation); (iii) a change or changes in the membership of the Company's Board of Directors which represents a change of a majority of such membership during any twelve-month period (unless such change or changes in membership are caused by the actions of the then-existing Board of Directors); or (iv) the consummation of a sale of all or substantially all of the Company's assets unless immediately after such transaction, the shareholders of the Company immediately prior to such transaction shall Beneficially Own at least 50% of the Voting Stock of the acquiring company. (d) "Common Stock" shall mean the common stock, no par value per share, of the Company. (e) "Controlled Affiliate" shall mean any Investor or any Person that is directly or indirectly, controlling, controlled by or under common interest with any Investor. (f) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (g) "Investor Tender Offer" shall mean a bona fide public tender offer subject to the provisions of Regulation 14D under the Exchange Act, by an Investor (or any 13D Group that includes an Investor) to purchase or exchange for cash or other consideration all of the outstanding shares of Common Stock (other than Common Stock owned by the Investors or their Controlled Affiliates) and which has a minimum condition of such number of shares of Common Stock that would result in the Investors or their Controlled Affiliates Beneficially Owning not less than 51% of the shares of outstanding Common Stock on a fully-diluted basis (including all shares of Common Stock issuable upon exercise of any option, warrant, conversion right or other right to acquire Common Stock, whether or not then exercisable). (h) "Person" shall mean any individual, partnership, association, group (as such term is used in Rule 13d-5 under the Exchange Act, as such Rule is in effect as of the date of this Agreement), corporation or other entity. (i) "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. (j) "Third Party" shall mean any Person other than any Investor or any Affiliate or Associate of an Investor. (k) "Total Current Voting Power" shall mean, with respect to any corporation, the total number of votes that may be cast in the election of members of the board of directors of the corporation if all securities entitled to vote in the election of such directors (excluding shares of preferred stock that are entitled to elect directors only upon the occurrence of customary events of default) are present and voted. (l) "Voting Stock" of any Person shall mean any securities entitled to vote generally in the election of directors of such Person, or any direct or indirect rights or options or warrants to acquire any such securities or any securities convertible or exercisable into or exchangeable for such securities, whether or not such securities are so convertible, exercisable or exchangeable at the time of determination, except that the Convertible Notes shall not be included as part of the Voting Stock. 2. Amendment to Rights Agreement. With the goal of ensuring that Investors shall not be deemed to be an Acquiring Person (as such term is defined in the Rights Agreement) for so long as they have not breached any of the representations, warranties or covenants contained in this Agreement, the Company's Board of Directors will promptly amend the Rights Agreement, such that the Rights Agreement amendment will be effective prior to or concurrently with the effectiveness of this Agreement pursuant to Section 7, to provide that the Investors shall not be deemed an Acquiring Person thereunder for so long as (a) this Agreement is in effect and (b) the Investors have not acquired Beneficial Ownership of any Common Stock after the date hereof, if, after such acquisition, the Investors would be the \Beneficial Owners of more than 49.9% of the Common Stock then outstanding (the "Limit"); provided, however, that the amendment to the Rights Agreement will provide that any termination of this Agreement by the Company in accordance with the terms hereof or delivery of any notice of termination by Investors, in each case pursuant to Section 16 hereof, shall rescind the amendment and cause the Investors' full Beneficial Ownership of Common Stock to be considered for purposes of determining whether or not Investors are an Acquiring Person; provided, further, however, that neither any stock split, share dividend, recapitalization, reclassification or other similar transaction effected by, or with approval of, the Board of Directors of the Company, nor any transfer of Beneficial Ownership of Common Stock between or among Investors and/or their Controlled Affiliates that does not change the total number of shares of Common Stock Beneficially Owned by the Investors and their Controlled Affiliates in the aggregate shall be considered an "acquisition". In furtherance and not in limitation of the preceding sentence, if there shall be a reduction in the total number of shares of Common Stock of the Company and, as a result of such reduction, the Investors and/or their Controlled Affiliates shall become the Beneficial Owners of more than 49.9% of the Common Stock, the Investors and their Controlled Affiliates shall not be deemed an Acquiring Person unless thereafter they acquire Beneficial Ownership of any additional shares of Common Stock at a time when they are (or by such acquisition become) Beneficial Owners of more than 49.9% of the Common Stock. 3. Representations and Warranties by Investors. Each of the Investors hereby severally represents and warrants to the Company as follows: (a) Such Investor has all requisite corporate and other power and authority (if applicable) to execute, deliver and perform their respective obligations under this Agreement. The execution, delivery and performance of this Agreement by such Investor and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate and other action (if applicable) on the part of such Investor. (b) This Agreement has been duly executed and delivered by such Investor and constitutes a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors rights generally or by general principles of equity. (c) No governmental consent, approval, authorization, license or clearance, or filing or registration with any governmental or regulatory authority, is required in order to permit such Investor to perform its respective obligations under this Agreement, except for such as have been obtained. (d) The shares of Common Stock and other securities set forth on Schedule 1 attached hereto represent all of the shares of capital stock of the Company, if any, which are Beneficially Owned by such Investor on the date hereof. Such securities are owned free and clear of any charge, claim, equitable interest, lien, option, pledge, security interest, right of first refusal, encumbrance or similar restriction. Such Investor does not have the right to vote shares of capital stock of the Company other than those set forth on Schedule 1 with respect to such Investor, and such Investor has not granted any other Person the right to vote such shares. 4. Representations and Warranties of the Company. The Company represents and warrants to the Investors as follows: (a) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company. (b) This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally or by general principles of equity. (c) No governmental consent, approval, authorization, license or clearance, or filing or registration with any governmental or regulatory authority, is required in order to permit the Company to perform its obligations under this Agreement, except for such as have been obtained. 5. Standstill Provisions. Each of the Investors hereby severally agrees that neither it nor any Controlled Affiliate of such Investor will singularly or together with any other Person directly or indirectly, in each case unless specifically requested to do so in writing in advance by the Board of Directors of the Company: (a) Acquire, offer or agree to acquire (whether publicly or otherwise) in any manner, any Voting Stock of the Company or its subsidiaries (or Beneficial Ownership thereof), if, after taking into account the shares acquired in such acquisition, the Investors would be the Beneficial Owners of more than 49.9% of the Common Stock, except for securities acquired pursuant to a stock split, share dividend, recapitalization, reclassification or similar transaction effected by or with the approval of the Board of Directors of the Company. (b) Make or in any way propose or participate in any "solicitation" of "proxies" to vote (as such terms are defined in Rule 14a-1 of the Exchange Act), solicit any consent, or communicate with in any material respect, or seek to advise or influence any Person (other than the Investors and their Controlled Affiliates) with respect to the solicitation or voting of any Voting Stock of the Company in opposition to any matter that has been recommended by the Board of Directors of the Company or in favor of any matter that has not been approved by the Board of Directors of the Company, or become a "participant" (as defined in Instruction 3 to Item 4 of Rule 14a-101 under the Exchange Act) in any contested election of directors of the Company, or threaten or propose to do the same or publicly announce an intention to do the same. (c) Form, or be a member of, join or encourage the formation of any Person (other than the group consisting solely of the Investors and their Controlled Affiliates) with respect to the acquisition of any material assets of the Company or any of its subsidiaries or any Voting Stock of the Company or its subsidiaries if such Person would Beneficially Own more than 49.9% of such Voting Stock. (d) Call or seek to have called any meeting of the shareholders of the Company other than through participation as a director of the Company and with the prior approval of the Board. (e) Initiate, propose or otherwise solicit shareholders of the Company for the approval of any shareholder proposal with respect to the Company as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any Person to initiate any such shareholder proposal, in opposition to any matter that has been recommended by the Board or in favor of any matter that has not been approved by the Board. (f) Without the prior written permission of the Board of Directors of the Company, solicit, seek to effect, negotiate with or provide any non-public information to any Person with respect to, or make any statement or proposal, whether written or oral, or otherwise make any public announcement or proposal whatsoever with respect to (i) a merger or acquisition of the Company or any other business combination involving the Company, (ii) the sale of all or a substantial portion of the assets of the Company and its subsidiaries, (iii) the purchase of equity securities of the Company (except as permitted in Section 5(a)) or any of its subsidiaries, whether by tender offer, exchange offer or otherwise, (iv) the liquidation of the Company, (v) the recapitalization of the Company, (vi) any other extraordinary business transaction with respect to the Company, or (vii) any other matter involving the Company, or take any action which might require or result in a public announcement by or with respect to the Company or with respect to any such matters (except that the foregoing shall not restrict communications among the Investors and their Controlled Affiliates); provided, however, that this Section 5(f) shall not apply to any privately negotiated sale to a third party of Voting Stock of the Company owned by an Investor or Controlled Affiliate. (g) Instigate or assist, or enter into any arrangements with, any Third Party to do any of the actions described in this Section 5. Anything in this Section 5 to the contrary notwithstanding, this Section 5 shall not prohibit or restrict (i) any Investor affiliate serving as a director of the Company from acting in compliance with his fiduciary duties to the Company in such capacity, and (ii) any disclosure pursuant to Section 13(d) of the Exchange Act which an Investor reasonably believes, based on the advise of outside counsel, is required in connection with any action taken by such Investor that is otherwise in compliance with this agreement. 6. Suspension of Restrictions. The limitations provided in Section 5 shall immediately be suspended upon the earliest occurrence of any of the following events: (a) The occurrence of a "Change of Control" of the Company. (b) The public announcement by the Company that it is for sale or that it has accepted an offer from any party for any business combination, sale or similar extraordinary transaction involving the Company or all or substantially all of its assets. (c) The execution of a definitive agreement by the Company which, if consummated, would result in a Change of Control of the Company. (d) The adoption by the Board of Directors of a plan of complete liquidation or dissolution or the filing by the Company, or commencement against the Company, of any petition for relief under Title 11 of the Unites States Code or the filing by the Company, or commencement against the Company, of any petition for relief under Title 11 of the United States Code. To the extent a widely disseminated public announcement thereof has not already been made, the Company shall provide the Investors with prompt written notice of the occurrence of any of the events set forth in this Section. Upon any (i) public withdrawal of any "for sale" notice referred to in Section 6(b), (ii) termination of any agreement referred to in Section 6(c) without consummation thereof, or (iii) termination of the plan of liquidation referenced in Section 6(d), as the case may be, the limitations provided in this Agreement (except to the extent then suspended as a result of any other event specified in this Section) shall again be applicable to the extent provided herein; provided, however, that, in the case of clauses (i), (ii) or (iii) above, prior to such public withdrawal or auction termination, agreement termination or plan termination, as the case may be, (A) the Investors and their Controlled Affiliates have not acquired actual ownership of Voting Stock of the Company representing in the aggregate a majority of the Total Current Voting Power of the Company and (B) no Investor or its Controlled Affiliate has commenced a Investor Tender Offer. 7. Effectiveness of Agreement. This Agreement shall not be effective until such time as (i) the Company shall have obtained the consent of the lenders under the Financing Agreement or the Financing Agreement has been paid off in full, and (ii) (A) it has been approved by holders of a majority of the aggregate principal amount of the 11% Notes then outstanding, as provided for pursuant to the terms of the Indenture governing the 11% Notes (the "Senior Notes Indenture") or (B) Company shall have discharged its obligations under, or otherwise terminated, the Senior Notes Indenture. Until such time as the conditions set forth in this Section 7 have been met, the 2005 Standstill Agreement shall remain in full force and effect. For purposes of this Agreement and for the avoidance of doubt, the Senior Notes Indenture will be deemed to be terminated at such time as each of the outstanding 11% Notes is the subject of a redemption notice and the Company has deposited the funds with the trustee of the Senior Notes Indenture of the aggregate consideration sufficient to redeem all outstanding 11% Notes. 8. Enforcement. Each of the Investors, on the one hand, and the Company, on the other, acknowledge and agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically its provisions in any court having jurisdiction, this being in addition to any other remedy to which they may be entitled at law or in equity. 9. Entire Agreement; Waivers. This Agreement, when effective pursuant to Section 7 hereof, constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties with respect to such subject matter (including the 2002 Standstill Agreement and the 2005 Standstill Agreement), provided that (i) the certain confidentiality agreement dated as of February 5, 2007, between Blum Capital Partners, L.P. and the Company and (ii) the certain Conversion and Support Agreement of even date herewith between Blum Capital Partners, L.P. and the Company, shall not be affected hereby and shall remain in full force and effect until terminated in accordance with their respective terms and provided further that to the extent there is any conflict between the provisions of such agreements and this Agreement, the provisions of those agreements shall apply until such agreements are terminated in accordance with their respective terms. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof or thereof (whether or not similar), shall constitute a continuing waiver unless otherwise expressly provided nor shall be effective unless in writing and executed (i) in the case of a waiver by the Company, by the Company and (ii) in the case of a waiver by the Investors, by the Investors against which enforcement of such waiver is sought. 10. Amendment or Modification. The parties hereto may not amend or modify this Agreement except in such manner as may be agreed upon by a written instrument executed by the Company and the Investors against which enforcement of such amendment is sought. 11. Successors and Assigns. All the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, and each successor shall be deemed to be a party hereto for all purposes hereof. The terms and provisions of this Agreement shall not be binding upon any transferee (other than an Investor or a Controlled Affiliate of an Investor) that purchases any securities subject to this Agreement without violation of any provision of this Agreement. An Investor may not assign or transfer any of its rights or obligations hereunder (whether to a transferee of shares of Common Stock or otherwise) without the prior written consent of the Company, and no transfer or assignment by any party shall relieve such party of any of its obligations hereunder. 12. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect. It is declared to be the intention of the parties that they would have executed the remaining provisions without including any that may be declared unenforceable. 13. Headings. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement. 14. Counterparts. For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties, and each such executed counterpart will be an original instrument. 15. Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if in writing (including telecopy or similar teletransmission), addressed as follows: If to the Company, to: PRG-Schultz International, Inc. 600 Galleria Parkway Suite 100 Atlanta, Georgia 30339 Attention: Victor A. Allums Telephone No.: (770) 779-6610 Facsimile No.: (770) 779-3034 with a copy to: Troutman Sanders LLP 600 Peachtree Street, NE Suite 5200 Atlanta, Georgia 30308 Attention: David W. Ghegan Telephone No.: (404) 885-3139 Facsimile No.: (404) 962-6599 If to the Investors, to: Blum Capital Partners, L.P. 909 Montgomery Street Suite 400 San Francisco, California 94113 Attention: Gregory Hitchan Facsimile No.: (415) 283-0653 with a copy to: Wilmer Cutler Pickering Hale and Dorr LLP 1875 Pennsylvania Avenue, N.W. Washington, D.C. 20006 Attention: Eric R. Markus Telephone: (202) 663-6000 Facsimile: (202) 663-6363 Unless otherwise specified herein, such notices or other communications shall be deemed received (a) in the case of any notice or communication sent other than by mail, on the date actually delivered to such address (evidenced, in the case of delivery by overnight courier, by confirmation of delivery from the overnight courier service making such delivery, and in the case of a telecopy, by receipt of a transmission confirmation form or the addressee's confirmation of receipt), or (b) in the case of any notice or communication sent by mail, three business days after being sent, if sent by registered or certified mail, with first-class postage prepaid. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto. 16. Termination. Once this Agreement has become effective pursuant to Section 7 hereof, this Agreement shall remain in full force and effect until terminated in accordance with this Section. This Agreement may be terminated by 2/3's of the Investors, at any time the Investors' aggregate Beneficial Ownership of Common Stock is below 15%, by giving 30 days' advance written notice to the Company. Except as set forth in the following two sentences, all of the provisions of this Agreement shall remain in full force and effect for 30 days following receipt of such notice by the Company, regardless of whether or not Investors shall thereafter become an Acquiring Person pursuant to the Rights Agreement during such 30 day period. Section 5(a) shall terminate upon the Company's receipt of such notice. This Agreement may be terminated by the Company ten days after written notice to Investors following any material breach by any Investor of any provision hereof, including without limitation any breach of Section 5 hereof, if such breach is not cured within such ten-day notice period. 17. Governing Law. This Agreement shall be governed by and construed in accordance with the domestic substantive law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the law of any other jurisdiction. 18. Non-Exclusive Submission to Jurisdiction. Any disputes arising out of or in connection with this Agreement may be adjudicated in the United States District Court for the Northern District of Georgia or in a court of competent civil jurisdiction in the State of Georgia. Each party hereto irrevocably submits to the personal jurisdiction of such courts for the purposes of any such suit, action, counterclaim or proceeding arising out of this Agreement (collectively, a "Suit"). Each of the parties hereto hereby waives and agrees not to assert by way of motion, as a defense or otherwise in any such Suit, any claim that it is not subject to jurisdiction of the above courts, that such Suit is brought in an inconvenient forum, or the venue of such Suit is improper; provided, however, that nothing herein shall be construed as a waiver of any right that any party hereto may have to remove a Suit from a court sitting in the State of Georgia to the United States District for the Northern District of Georgia. Each of the parties hereby agrees that service of all writs, process and summonses in any Suit may be made upon such party by mail to the address as provided in this Agreement. Nothing herein shall anyway be deemed to limit the ability of any party to serve any such writs, process or summonses in any other matter permitted by applicable law. * * * * * * IN WITNESS WHEREOF, the Company and the Investors have caused this Agreement to be executed as of the date first above written by their respective duly authorized representatives. The Company: PRG-SCHULTZ INTERNATIONAL, INC. By: /s/ James B. Curry Name: James B. McCurry Title: President, Chief Executive Officer and Chairman of the Board [SIGNATURES CONTINUED ON FOLLOWING PAGE] * * * * * * The Investors: BLUM CAPITAL PARTNERS, L.P. By: Richard C. Blum & Associates, Inc., its General Partner By: /s/ Gregory D. Hitchan Gregory Hitchan, General Counsel and Secretary RICHARD C. BLUM & ASSOCIATES, INC. By: /s/ Gregory D. Hitchan Gregory Hitchan, General Counsel and Secretary BLUM STRATEGIC GP, L.L.C. By: /s/ Gregory D. Hitchan Gregory Hitchan, Member BLUM STRATEGIC GP II, L.L.C. By: /s/ Gregory D. Hitchan Gregory Hitchan, Member BLUM STRATEGIC PARTNERS, L.P. By: BLUM STRATEGIC GP, L.L.C. By: /s/ Gregory D. Hitchan Gregory Hitchan, Member BLUM STRATEGIC PARTNERS II, L.P. By: BLUM STRATEGIC GP II, LLC, its General Partner By: /s/ Gregory D. Hitchan Gregory Hitchan, Member RICHARD C. BLUM By: /s/ Gregory D. Hitchan Gregory Hitchan, Attorney-in-Fact BK CAPITAL PARTNERS IV, L.P. STINSON CAPITAL PARTNERS, L.P. STINSON CAPITAL PARTNERS II, L.P. STINSON CAPITAL PARTNERS QP, L.P. STINSON CAPITAL PARTNERS S, L.P. By: BLUM CAPITAL PARTNERS, L.P., its General Partner By: Richard C. Blum & Associates, Inc., its General Partner By: /s/ Gregory D. Hitchan Gregory Hitchan, General Counsel and Secretary STINSON CAPITAL FUND (CAYMAN), LTD. By: BLUM CAPITAL PARTNERS, L.P., its Investment Advisor By: Richard C. Blum & Associates, Inc., its General Partner By: /s/ Gregory D. Hitchan Gregory Hitchan, General Counsel and Secretary BLUM STRATEGIC PARTNERS II GMBH & CO. KG By: Blum Strategic GP II, L.L.C., its managing limited partner By: /s/ Gregory D. Hitchan Gregory Hitchan Member and General Counsel * * * * * * SCHEDULE 1 Investor: Shares Owned Derivative Directly Shares Blum Capital Partners, L.P. 52 2,114 BK Capital Partners IV, L.P. 8,300 0 Stinson Capital Partners, L.P. 14,762 686,438 Stinson Capital Partners II, L.P. 17,870 741,655 Stinson Capital Partners (QP), L.P. 17,375 808,033 Stinson Dominion, L.P. 4,767 221,719 Blum Strategic Partners, L.P. 11,770 0 Blum Strategic Partners II, L.P. 827,640 1,816,684 Blum Strategic Partners II GmbH& Co. KG 17,065 37,454 11 -----END PRIVACY-ENHANCED MESSAGE-----