8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

September 4, 2007
Date of Report (Date of earliest event reported)

PRG-Schultz International, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Georgia
(State or Other Jurisdiction of Incorporation)

0-28000	58-2213805
(Commission File Number)	(IRS Employer Identification No.)
600 Galleria Parkway, Suite 100, Atlanta, Georgia	30339-5949
(Address of Principal Executive Offices)	(Zip Code)

770-779-3900

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Supplemental Indenture to Indenture Governing 11% Senior Notes Due 2011.

On September 4, 2007, PRG-Schultz International, Inc. (“PRG” or the “Company”) entered into a Supplemental Indenture (the “11% Senior Notes Supplemental Indenture”) to its Indenture with U.S. Bank National Association, as trustee, governing its 11% Senior Notes due 2011 (the “Senior Notes Indenture”). Pursuant to the 11% Senior Notes Supplemental Indenture, the Company may now redeem its 11% Senior Notes due 2011 (the “11% Senior Notes”) by providing notice of the redemption at least 15 days and not more than 60 days prior to the redemption date for the 11% Senior Notes. Previously under the Senior Notes Indenture, PRG was required to provide at least 30 days’ notice prior to the redemption date. The 11% Senior Notes Supplemental Indenture also clarifies that PRG is entitled to simultaneously redeem both its 11% Senior Notes and its 10% Senior Convertible Notes due 2011 (the “10% Convertible Notes”).

In addition to the amendments described above, the 11% Senior Notes Supplemental Indenture also includes a waiver of certain provisions of the Senior Notes Indenture to the extent such provisions apply to PRG’s execution of the previously disclosed Amended and Restated Standstill Agreement, dated July 16, 2007, by and among PRG and Blum Capital Partners, L.P. and certain of its affiliates.

In connection with the solicitation of consents to amend the Senior Notes Indenture, PRG has agreed to pay each holder of the 11% Senior Notes that submitted a valid consent prior to the expiration of the consent solicitation a consent fee of $2.50 per $1,000 in principal amount of the 11% Senior Notes held by such holder. PRG received consents from holders of approximately 99% of the outstanding principal amount of the 11% Senior Notes with respect to the amendments and waiver described above.

Except as described above, all other material terms and conditions of the Senior Notes Indenture remain in full force and effect. A copy of the 11% Senior Notes Supplemental Indenture is filed with this Current Report as Exhibit 10.1 and is incorporated herein by reference.

Supplemental Indenture to Indenture Governing 10% Senior Convertible Notes Due 2011.

On September 4, 2007, PRG entered into a Supplemental Indenture (the “10% Convertible Notes Supplemental Indenture”) to its Indenture with U.S. Bank National Association, as trustee, governing its 10% Convertible Notes (the “Convertible Notes Indenture”). Pursuant to the 10% Convertible Notes Supplemental Indenture, the Company may now redeem its 10% Convertible Notes by providing notice of the redemption at least 15 days and not more than 60 days prior to the redemption date for the 10% Convertible Notes. Previously under the Convertible Notes Indenture, PRG was required to provide at least 30 days’ notice prior to the redemption date. The 10% Convertible Notes Supplemental Indenture also amends the Convertible Notes Indenture to permit PRG to simultaneously redeem both its 11% Senior Notes and its 10% Convertible Notes. PRG received consents from holders of approximately 80% of the outstanding principal amount of the 10% Convertible Notes with respect to the amendments described above.

Except as described above, all other material terms and conditions of the Convertible Notes Indenture remain in full force and effect. A copy of the 10% Convertible Notes Supplemental Indenture is filed with this Current Report as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Supplemental Indenture, dated September 4, 2007, to the 11% Senior Notes Indenture, dated March 17, 2006, between PRG-Schultz International, Inc. and U.S. Bank National Association, as Trustee.
10.2	Supplemental Indenture, dated September 4, 2007, to the 10% Senior Convertible Notes Indenture, dated March 17, 2006, between PRG-Schultz International, Inc. and U.S. Bank National Association, as Trustee.

SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PRG-Schultz International, Inc.
By:	/s/ Victor A. Allums
	Victor A. Allums
	Senior Vice President, Secretary and General Counsel

Dated: September 5, 2007

EX-10.1

Exhibit 10.1

SUPPLEMENTAL INDENTURE

     SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of September 4, 2007 between PRG-Schultz International, Inc., a Georgia corporation (the “Company”), and U.S. Bank National Association, as Trustee (the “Trustee”), to the Indenture between the Company and the Trustee, dated as of March 17, 2006, as amended or supplemented from time to time, applicable to the 11% Senior Notes due 2011 (the “Indenture”).

W I T N E S S E T H:

     WHEREAS, the Company has requested the Trustee to enter into this Supplemental Indenture for the purpose of amending the Indenture in accordance with Sections 9.02 and 9.06 of the Indenture and waiving Section 4.10 of the Indenture, as more particularly described below; and

     WHEREAS, consents of the Holders of at least a majority in aggregate principal amount of the Notes (as defined in the Indenture) to the execution of this Supplemental Indenture, in accordance with Section 9.02 of the Indenture, have been delivered to the Trustee.

     NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

AMENDMENTS TO THE INDENTURE

     Section 1.1 Section 3.01 of the Indenture is amended hereby by deleting the second paragraph thereof in its entirety and replacing such second paragraph with the following:

     The Company may redeem all or a part of the Notes upon not less than 15 nor more than 60 days’ prior notice, at the Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed to the applicable Redemption Date, if redeemed during the periods beginning on the Issue Date and each of the following indicated periods, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
Issue Date through March 14, 2007		104	%
March 15, 2007 through March 14, 2008		102	%
March 15, 2008 and thereafter		100	%

     Section 1.2 Section 3.02 of the Indenture is hereby amended by deleting the first sentence thereof in its entirety and replacing such first sentence with the following:

     If the Company elects to redeem Notes pursuant to the redemption provisions of Section 3.01 hereof, it shall notify the Trustee at least 15 days prior but not more than 60 days prior to the Redemption Date of such intended Redemption Date, the principal amount of Notes to be redeemed and the CUSIP numbers of the Notes to be redeemed.

     Section 1.3 Section 3.04 of the Indenture is hereby amended by deleting the second sentence thereof in its entirety and replacing such second sentence with the following:

     Subject to Section 3.08 and 3.14 hereof, such notice shall be given not less than 15 nor more than 60 days prior to the Redemption Date for redemption pursuant to Section 3.01.

     Section 1.4 Section 4.07 of the Indenture is hereby amended by inserting the following immediately after subparagraph (b)(vi) thereof:

     (vii) the redemption of the 10% Senior Convertible Notes due 2011 if the Notes are redeemed in full, but not in part, simultaneously with the redemption of the 10% Senior Convertible Notes.

ARTICLE II

WAIVER

     Section 4.10 of the Indenture is hereby waived solely with respect to the application of such Section 4.10 to (a) the execution and delivery by the Company of that certain 2007 Amended and Restated Standstill Agreement and (b) the execution and delivery by the Company of that certain Conversion and Support Agreement.

ARTICLE III

EFFECTIVE TIME

     The effectiveness of this Supplemental Indenture shall be subject to the execution and delivery by the parties hereto. Upon the satisfaction of this condition precedent, this Supplemental Indenture shall become effective without any further action by any Person as of the date hereof.

ARTICLE IV

MISCELLANEOUS PROVISIONS

     Section 4.1 The Indenture, as amended and modified by this Supplemental Indenture, is in all respects ratified and confirmed; this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided; and all the terms, conditions, and provisions of the Indenture shall remain in full force and effect, as amended and modified hereby.

     Section 4.2 This Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance therewith.

     Section 4.3 The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

     Section 4.4 This Supplemental Indenture may be executed in any number of counterparts and by different parties thereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

     Section 4.5 Capitalized terms used herein without definition have the meanings assigned such terms in the Indenture.

[signature page to immediately follow]

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the date hereof.

PRG-SCHULTZ INTERNATIONAL, INC.
By:	/s/ Peter Limeri
Name:		Peter Limeri
Title:		Chief Financial Officer and Treasurer
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Paul L. Henderson
Name:		Paul L. Henderson
Title:		Assistant Vice President

EX-10.2

Exhibit 10.2

SUPPLEMENTAL INDENTURE

     SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of September 4, 2007 between PRG-Schultz International, Inc., a Georgia corporation (the “Company”), and U.S. Bank National Association, as Trustee (the “Trustee”), to the Indenture between the Company and the Trustee, dated as of March 17, 2006, as amended or supplemented from time to time, applicable to the 10% Senior Convertible Notes due 2011 (the “Indenture”).

W I T N E S S E T H:

     WHEREAS, the Company has requested the Trustee to enter into this Supplemental Indenture for the purpose of amending the Indenture in accordance with Sections 9.02 and 9.06 of the Indenture, as more particularly described below; and

     WHEREAS, consents of the Holders of at least a majority in aggregate principal amount of the Notes (as defined in the Indenture) to the execution of this Supplemental Indenture, in accordance with Section 9.02 of the Indenture, have been delivered to the Trustee.

     NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

AMENDMENTS TO THE INDENTURE

     Section 1.1 Section 3.01 of the Indenture is amended hereby by deleting the first paragraph thereof in its entirety and replacing such first paragraph with the following:

     The Notes are not redeemable unless one of the following has occurred: (i) payment in full by the Company of the Non-Convertible Notes including without limitation, accrued but unpaid interest, pre-payment penalties, fees and other expenses due thereunder or (ii) the issuance by the Company of a redemption notice for the redemption in full, but not in part, of the Non-Convertible Notes, so long as such redemption date for the Non-Convertible Notes is on or prior to the applicable redemption date for the Notes (the conditions described in clauses (i) and (ii), the “OPTIONAL REDEMPTION CONDITIONS”). On and after the first date on which either of the Optional Redemption Conditions has occurred, the Company may, at its option, redeem the Notes at any time and from time to time (subject to the provisions of Section 3.02 hereof regarding prior notice to the Trustee), on any date prior to Stated Maturity, upon notice as set forth in Section 3.04, at a redemption price of $1,000 per $1,000 principal amount of Notes (the “OPTIONAL REDEMPTION PRICE”), plus any interest accrued but not paid prior to (but not including) the Optional Redemption Date.

     Section 1.2 Section 3.02 of the Indenture is hereby amended by deleting the first sentence thereof in its entirety and replacing such first sentence with the following:

     If the Company elects to redeem Notes pursuant to the redemption provisions of Section 3.01 hereof, it shall notify the Trustee at least 15 days prior but not more than 60 days prior to the Redemption Date of such intended Redemption Date, the principal amount of Notes to be redeemed and the CUSIP numbers of the Notes to be redeemed.

     Section 1.3 Section 3.04 of the Indenture is hereby amended by deleting the second sentence thereof in its entirety and replacing such second sentence with the following:

     Subject to Section 3.04 hereof, such notice shall be given not less than 15 nor more than 60 days prior to the Redemption Date for redemption pursuant to Section 3.01.

ARTICLE II

EFFECTIVE TIME

     The effectiveness of this Supplemental Indenture shall be subject to the execution and delivery by the parties hereto. Upon the satisfaction of this condition precedent, this Supplemental Indenture shall become effective without any further action by any Person as of the date hereof.

ARTICLE III

MISCELLANEOUS PROVISIONS

     Section 3.1 The Indenture, as amended and modified by this Supplemental Indenture, is in all respects ratified and confirmed; this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided; and all the terms, conditions, and provisions of the Indenture shall remain in full force and effect, as amended and modified hereby.

     Section 3.2 This Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance therewith.

     Section 3.3 The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

     Section 3.4 This Supplemental Indenture may be executed in any number of counterparts and by different parties thereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

     Section 3.5 Capitalized terms used herein without definition have the meanings assigned such terms in the Indenture.

[signature page to immediately follow]

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the date hereof.

PRG-SCHULTZ INTERNATIONAL, INC.
By:	/s/ Peter Limeri
Name:		Peter Limeri
Title:		Chief Financial Officer and Treasurer
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Paul L. Henderson
Name:		Paul L. Henderson
Title:		Assistant Vice President