EX-10.72 AMENDMENT LETTER WITH HOULIHAN LOKEY

EX-10.72 22 g00141exv10w72.txt EX-10.72 AMENDMENT LETTER WITH HOULIHAN LOKEY (HOULIHAN LOKEY HOWARD & ZUKIN CAPITAL LOGO) HOULIHAN LOKEY HOWARD & ZUKIN CAPITAL INVESTMENT BANKERS www.hlhz.com February 1,2006 To: Schulte Roth & Zabel LLP ("SRZ"), as counsel to The Ad Hoc Committee (the "Ad Hoc Committee") of Holders of 4.75% Convertible Subordinated Notes due 2006 (the "Notes") of PRG - Schultz International, Inc. and its affiliated and subsidiary corporations (collectively, "PRG" or the "Company"), in care of: Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 Attn: Jeffrey S. Sabin Counsel to the Ad Hoc Committee PRG - Schultz International, Inc. 600 Galleria Parkway Suite 100 Atlanta, GA 30339 Attn: James McCurry President and CEO Gentlemen: This letter (the "Amendment Letter") hereby amends the terms of the agreement dated October 21, 2005 between Houlihan Lokey Howard & Zukin Capital, Inc ("Houlihan Lokey"), SRZ, as counsel to the Ad Hoc Committee (the "Ad Hoc Committee Counsel") and the Company concerning the Ad Hoc Committee Counsel's engagement of Houlihan Lokey to provide financial advisory and related services to the Ad Hoc Committee Counsel in connection with a restructuring of the Company, (the "Engagement Letter"). The second full paragraph of section 4 on page 4 including footnote 1 in the Engagement Letter is deleted in its entirety and replaced by the following paragraph; "Houlihan Lokey shall be paid an additional fee (the "Completion Fee") of $975,227.86 subject to reduction by fifty percent (50%) of the aggregate Monthly Fees paid to Houlihan Lokey commencing with the Monthly Fees due for April 2006 but in no event shall the Completion Fee be less then zero. The Completion Fee will be payable on the earlier to occur of (i) the consummation of the exchange offer or other alternative Transaction and (ii) August 31, 2006. The Completion Fee is payable in cash or, in the event of the consummation of the exchange offer or other alternative Transaction, at the election of the Ad Hoc Committee, in the same form of consideration received by the holders of the existing Notes." NEW YORK - 245 PARK AVENUE, 20TH FLOOR - NEW YORK, NY 10167 - TEL ###-###-#### - FAX ###-###-#### LOS ANGELES CHICAGO SAN FRANCISCO WASHINGTON, D.C., HINNEAPOLIS DALLAS ATLANTA LONDON PARIS INVESTMENT ADVISORY SERVICES THROUGH HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS. February 1, 2006 -2- Notwithstanding the foregoing, in the event a Bankruptcy Case is commenced under the Bankruptcy Code by or against the Company or any of its subsidiaries, or any combination thereof, this Amendment Letter shall immediately terminate and be deemed null and void and of no further force or effect, and the rights and responsibilities of the Company and Houlihan Lokey shall be determined solely under the original terms of the Engagement Letter. Except as expressly amended hereby, the Engagement Letter is in all respects ratified and confirmed including the indemnification obligations under paragraph 13 of the Engagement Letter and all terms thereof shall remain in full force and effect. Accepted and agreed to as of the date above. PRG-SCHULTZ INTERNATIONAL, INC. /s/ Clinton McKellar, Jr. - ------------------------------------- By: Clinton McKellar, Jr. Title: S.V.P., General Counsel ON BEHALF OF THE AD HOC COMMITTEE: AD HOC COMMITTEE COUNSEL SCHULTE ROTH & ZABEL LLP /s/ Jeffrey Sabin - ------------------------------------- By: Jeffrey Sabin HOULIHAN LOKEY HOWARD & ZUKIN CAPITAL, INC. /s/ David R. Hilty - ------------------------------------- By: David R. Hilty Managing Director