-----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, TTtFujw6hrenzIGG6mX6IZn+wkR6n6mg+tNO2PC0o60m3VR0kZNUxB7c44SNpDMD TA7NjCkHkz44X5JV9Qd5Aw== 0000950134-07-020841.txt : 20071004 0000950134-07-020841.hdr.sgml : 20071004 20071004060133 ACCESSION NUMBER: 0000950134-07-020841 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071004 DATE AS OF CHANGE: 20071004 GROUP MEMBERS: HILL AIR COMPANY I LLC GROUP MEMBERS: PARKCENTRAL CAPITAL MANAGEMENT LP GROUP MEMBERS: PETRUS SECURITIES LP GROUP MEMBERS: STEVEN BLASNIK 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: 071155303 BUSINESS ADDRESS: STREET 1: 600 GALLERIA PARKWAY STREET 2: STE 100 CITY: ATLANTA STATE: GA ZIP: 30339-5949 BUSINESS PHONE: 7707796610 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: Parkcentral Global Hub Ltd CENTRAL INDEX KEY: 0001362939 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P.O. BOX 269014 CITY: PLANO STATE: TX ZIP: 75206 BUSINESS PHONE: 9725351983 MAIL ADDRESS: STREET 1: P.O. BOX 269014 CITY: PLANO STATE: TX ZIP: 75206 SC 13D/A 1 d50350sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
PRG-SCHULTZ INTERNATIONAL, INC.
 
(Name of Issuer)
Common Stock
 
(Title of Class of Securities)
69357C107
 
(CUSIP Number)
David Radunsky
Parkcentral Capital Management, L.P.
P.O. Box 269014
Plano, Texas 75206
(972) 535-1983
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 25, 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. o
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).
 
 

 


 

                     
CUSIP No.
 
69357C107 
 

 

           
1   NAMES OF REPORTING PERSONS

Parkcentral Global Hub Limited
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Bermuda
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO


 

                     
CUSIP No.
 
69357C107 
 

 

           
1   NAMES OF REPORTING PERSONS

Parkcentral Capital Management, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Texas
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN/IA


 

                     
CUSIP No.
 
69357C107 
 

 

           
1   NAMES OF REPORTING PERSONS

Petrus Securities, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Texas
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN


 

                     
CUSIP No.
 
69357C107 
 

 

           
1   NAMES OF REPORTING PERSONS

Hill Air Company I, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO


 

                     
CUSIP No.
 
69357C107 
 

 

           
1   NAMES OF REPORTING PERSONS

Steven Blasnik
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN


 

     This Amendment No. 18 to Schedule 13D is filed jointly by and on behalf of Parkcentral Global Hub Limited (“Global Hub”), Parkcentral Capital Management, L.P. (“Capital Management”), Petrus Securities, L.P. (“Petrus”), Hill Air Company I, LLC (“Hill Air”), and Steven Blasnik to amend and supplement the Schedule 13D relating to shares of Common Stock, no par value per share, of PRG-SCHULTZ INTERNATIONAL, INC., a Georgia corporation, filed by Parkcentral Global and Petrus with the Securities and Exchange Commission on November 8, 2005, as amended and/or supplemented by Amendment No. 1 to Schedule 13D filed with the Commission on November 30, 2005, Amendment No. 2 to Schedule 13D filed with the Commission on December 12, 2005, Amendment No. 3 to Schedule 13D filed with the Commission on December 16, 2005, Amendment No. 4 to Schedule 13D filed with the Commission on December 20, 2005, Amendment No. 5 to Schedule 13D filed with the Commission on December 22, 2005, Amendment No. 6 to Schedule 13D filed with the Commission on December 28, 2005, Amendment No. 7 to Schedule 13D filed with the Commission on February 7, 2006, Amendment No. 8 to Schedule 13D filed with the Commission on March 27, 2006, Amendment No. 9 to Schedule 13D filed with the Commission on April 13, 2006, Amendment No. 10 to Schedule 13D filed with the Commission on May 15, 2006, Amendment No. 11 to Schedule 13D filed with the Commission on November 17, 2006, Amendment No. 12 to Schedule 13D filed with the Commission on November 29, 2006, Amendment No. 13 to Schedule 13D filed with the Commission on January 31, 2007, Amendment No. 14 to Schedule 13D filed with the Commission on February 5, 2007, Amendment No. 15 to Schedule 13D filed with the Commission on February 15, 2007, Amendment No. 16 to Schedule 13D filed with the Commission on February 26, 2007, and Amendment No. 17 to Schedule 13D filed with the Commission on June 19, 2007 (as amended, the “Schedule 13D”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 13D. Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.
Item 1. Security and Issuer.
     Unchanged
Item 2. Identity and Background.
     Unchanged
Item 3. Source and Amount of Funds or Other Consideration.
     Unchanged
Item 4. Purpose of Transaction.
     Unchanged
Item 5. Interest in Securities of the Issuer.
     Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
     “Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
     Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

 


 

     (a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 of this statement beneficially owned (identifying those shares which there is a right to acquire) by each reporting person is stated below.
                 
    Aggregate Number of   Percentage of
    Shares of Common Stock   Common Stock
    Beneficially Owned   Beneficially Owned
Parkcentral Global Hub Limited
    0       0.0  
Parkcentral Capital Management, L.P.
    0       0.0  
Petrus Securities, L.P.
    0       0.0  
Hill Air Company I, LLC
    0       0.0  
Steven Blasnik
    0       0.0  
     (b) Number of shares as to which each person named in response to paragraph (a) of this Item 5 has:
  (i)   Sole power to vote or to direct the vote:
 
      See Item 7 on the attached cover page(s).
 
  (ii)   Shared power to vote or to direct the vote:
 
      See Item 8 on the attached cover page(s).
 
  (iii)   Sole power to dispose or to direct the disposition of:
 
      See Item 9 on the attached cover page(s).
 
  (iv)   Shared power to dispose or to direct the disposition of:
 
      See Item 10 on the attached cover page(s).
     (c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the person(s) named in response to paragraph (a) of this Item 5 are described below.
     On September 25, 2007, Capital Management and Hill Air effected the conversion on behalf of Global Hub and Petrus of 10.0% Senior Convertible Notes Due 2011 of the issuer in the aggregate principal amount of $4,381,684 and $854,209, respectively, into 674,105 and 131,416 shares of Common Stock, respectively, pursuant to and in accordance with the Senior Notes and that certain Conversion and Support Agreement dated August 10, 2007 between the issuer and each of Capital Management and Hill Air, for itself and as a representative of Global Hub and Petrus, as applicable. From September 25, 2007 through September 28, 2007, the shares of Common Stock acquired by Global Hub and Petrus in connection with the conversion transactions were delivered by or on behalf of Global Hub and Petrus, respectively, against previous short sales of shares of Common Stock by Global Hub and Petrus, respectively.
     The Senior Notes were convertible at the option of the holder at any time prior to maturity into shares of Common Stock at the then-effective conversion price for the Senior Notes, subject to the anti-dilution and other adjustments described in the Senior Notes. As of September 25, 2007, the effective conversion price for the Senior Notes was $6.50 per share of Common Stock, subject to the anti-dilution and other adjustments described in the Senior Notes.
     Capital Management serves as an investment adviser and/or manager to other persons, including Global Hub. Capital Management may be deemed to beneficially own securities owned and/or held by and/or for the account and/or benefit of other persons, including Global Hub.
     Hill Air is denominated as a general partner of Petrus. Hill Air may be deemed to beneficially own securities owned and/or held by and/or for the account and/or benefit of Petrus.

 


 

     Steven Blasnik is the President of each of Capital Management and Hill Air. Steven Blasnik may be deemed to beneficially own securities owned and/or held by and/or for the account and/or benefit of each of Capital Management and Hill Air.
     (d) Not applicable.
     (e) On or about September 25, 2007, each reporting person ceased to be, or otherwise was not, the beneficial owner of more than five percent of the class of securities reported on.”
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
     Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
     “On August 10, 2007, each of Capital Management and Hill Air, for itself and as a representative of Global Hub and Petrus, as applicable, entered into that certain Conversion and Support Agreement between the issuer and each of Capital Management and Hill Air, for itself and as a representative of Global Hub and Petrus, as applicable, in connection with the issuer’s efforts to obtain a new credit facility for purposes of the issuer’s refinancing transactions described in the Conversion and Support Agreement. The Conversion and Support Agreement imposed restrictions on dispositions of any Senior Notes held by Capital Management, Hill Air, or any affiliate of Capital Management or Hill Air and required Capital Management, Hill Air, and each affiliate of Capital Management or Hill Air to consent to, vote in favor of, or otherwise support certain matters related to the issuer’s refinancing transactions described in the Conversion and Support Agreement.
     The description of the Conversion and Support Agreement herein is qualified in its entirety by reference to the Conversion and Support Agreement, a copy of which is filed as an exhibit hereto and incorporated herein by reference.”
Item 7. Material to be Filed as Exhibits.
     Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
         
Exhibit No.   Description of Exhibit
  10.1    
Conversion and Support Agreement dated August 10, 2007 between PRG-Schultz International, Inc. and each of Parkcentral Capital Management, L.P. and Hill Air Company I, LLC, for itself and as a representative of Parkcentral Global Hub Limited and Petrus Securities, L.P., as applicable (filed herewith and incorporated herein by reference)

 


 

Signature
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
             
Date:   October 4, 2007   Parkcentral Global Hub Limited
 
           
 
      By:   Parkcentral Capital Management, L.P.
 
      Its:   Investment Adviser
 
           
 
      By:   /s/ David Radunsky
 
           
 
      Name:   David Radunsky
 
      Title:   Chief Operating Officer
 
           
        Parkcentral Capital Management, L.P.
 
           
 
      By:   /s/ David Radunsky
 
           
 
      Name:   David Radunsky
 
      Title:   Chief Operating Officer
 
           
        Petrus Securities, L.P.
 
           
 
      By:   /s/ David Radunsky
 
           
 
      Name:   David Radunsky
 
      Title:   Chief Operating Officer
 
           
        Hill Air Company I, LLC
 
           
 
      By:   /s/ David Radunsky
 
           
 
      Name:   David Radunsky
 
      Title:   Chief Operating Officer
 
           
        Steven Blasnik
 
           
 
      By:   /s/ Steven Blasnik
 
           
 
      Name:   Steven Blasnik

 

EX-10.1 2 d50350exv10w1.htm CONVERSION AND SUPPORT AGREEMENT exv10w1
 

Exhibit 10.1
CONVERSION AND SUPPORT AGREEMENT
August 10, 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 (the “Affiliates”) are, collectively, the holders of (i) $9,928,693 in aggregate principal amount of the Senior Notes and (ii) $5,235,893 in principal amount of the Convertible Notes.
     The undersigned hereby acknowledges that, upon receipt of a notice of redemption of the Convertible Notes held by the undersigned and its Affiliates, it will be in the best interests of the undersigned, its Affiliates and the Company for the undersigned to convert such Convertible Notes into shares of the Company’s no par value common stock (the “Common Stock”) in accordance with the terms of the Convertible Notes.
     In order to assist the Company in connection with the Refinancing and to enhance the benefits of the New Credit Facility to the Company, which enhanced benefits will inure to the benefit of the undersigned and its Affiliates as holders of the Common Stock of the Company, and for other good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned, on its behalf and on behalf of its Affiliates, hereby agrees, subject to the conditions contained herein, that it and its Affiliates will, 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 held by the undersigned and its Affiliates into shares of Common Stock pursuant to the terms of the Convertible Notes, such that the conversion will occur and be effective prior to the applicable redemption date in accordance with the terms of the

 


 

Convertible Notes; provided, however, that, notwithstanding anything to the contrary in this agreement, in no event shall the undersigned or its Affiliates be obligated under the terms of this agreement to convert the Convertible Notes prior to September 2, 2007. Nothing in this agreement shall prohibit the undersigned or its Affiliates from converting the Convertible Notes held by it or its Affiliates at any time prior to the receipt of the notice referenced in this paragraph.
     The undersigned, on its behalf and on behalf of its Affiliates, further agrees that it 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 undersigned or any Affiliate or any person in privity with the undersigned or any Affiliate), directly or indirectly, any Convertible Notes held by the undersigned or its Affiliates, or publicly announce an intention to effect any such transaction (unless required by law) until such time as this agreement shall have terminated as provided in the last paragraph hereof; provided, however, that the undersigned and its Affiliates may transfer any such Convertible Notes if the transferee explicitly agrees in writing to the Company to be bound by the terms of this Agreement; and provided, further, that nothing in this agreement shall prohibit the undersigned or its Affiliates from offering, selling, contracting to sell, pledging or otherwise disposing of any shares of Common Stock at any time.
     Any shares of Common Stock issued to the undersigned or its Affiliates upon conversion of the Convertible Notes will not be subject to the restrictions imposed by this Agreement.
     The undersigned, on its behalf and on behalf of its Affiliates, further agrees that, at the request of the Company, the undersigned and its Affiliates, in their capacity as holders of the Senior Notes and/or the Convertible Notes 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, (ii) shorten the notice period for redemption of the Senior Notes as set forth therein to not less than 15 days and (iii) waive the provisions of the indenture to the extent such provisions would apply to the entry into by the Company of a Conversion and Support Agreement with Blum Capital Partners and its affiliates (collectively the “Blum Entities”) and proposed amendments to the current Standstill Agreement between the Company and the Blum Entities.
(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.
     In connection with the Refinancing, the Company will provide holders of the Convertible Notes and the Preferred Stock notice, by press release or through other means, of its proposed

 


 

redemption of the Senior Notes, the Convertible Notes and the Preferred Stock in advance of the issuance of the actual redemption notice for such securities in an effort to make such holders aware of the proposed redemption and the proposed time period for the redemption.
     The Company agrees that if it enters into a conversion and support agreement with any other holder of Senior Notes and/or Convertible Notes, which conversion and support agreement provides for a material economic benefit to such holder that is not so provided for in this agreement, the Company will give notice thereof to the undersigned and its Affiliates and they 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.
     Nothing in this agreement, express or implied, is intended to confer upon any person other than the Company, the undersigned and its Affiliates, and their respective successors and assigns, any rights or remedies under or by reason of this agreement.
     This agreement shall terminate on the earlier of (1) the closing of the Refinancing and (2) (a) if the Company is successful in amending the indentures governing the Senior Notes and the Convertible Notes to permit the simultaneous redemption thereof as contemplated above, 100 days from the date of this agreement, or (b) in all other events, 120 days from the date of this agreement. Notwithstanding any in this Agreement to the contrary, if the Company is unable to obtain an executed credit agreement documenting the New Credit Facility on or before September 20, 2007, the undersigned will have the ability to terminate this Agreement upon written notice to the Company.
[Signature page follows]

 


 

         
  Yours very truly,


Perot Investments, Inc.
and Parkcentral Capital Management, L.P.,
for itself and as representative of the
affiliated entities thereto listed on
Schedule I to this Agreement
 
 
  By:   /s/ David Radunsky    
    Name:   David Radunsky   
    Title:   COO   
 
Agreed and Accepted as of the
10th day of August, 2007:
PRG-SCHULTZ INTERNATIONAL, INC.
         
By:
  /s/ James B. McCurry    
 
       
James B. McCurry    
President, Chief Executive Officer    
and Chairman of the Board    

 


 

SCHEDULE I
[List of Affiliates]
Petrus Securities, L.P.
Parkcentral Global Hub Limited

 

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