EXHIBIT 10.65

                           AMENDMENT NO. 2 AND WAIVER

      THIS  AMENDMENT  NO.  2 AND  WAIVER,  dated as of  August  3,  2005  (this
"AMENDMENT"),  of that certain Credit Agreement referenced below is by and among
PREMIERE GLOBAL  SERVICES,  INC., a Georgia  corporation  formerly known as PTEK
Holdings,  Inc. (the "BORROWER"),  the Guarantors and the Lenders  identified on
the signature pages hereto and BANK OF AMERICA,  N.A., as Administrative  Agent.
Capitalized  terms used but not otherwise defined herein shall have the meanings
provided in the Credit Agreement.

                               W I T N E S S E T H

      WHEREAS,  a $180 million revolving credit facility has been established in
favor of the Borrower  pursuant to the terms of that certain  Credit  Agreement,
dated as of June 30,  2004 (as amended and  modified,  the "CREDIT  AGREEMENT"),
among the Borrower,  the Guarantors and Lenders  identified  therein and Bank of
America, N.A., as Administrative Agent;

      WHEREAS,  the  Borrower  has  requested  certain  waivers,   consents  and
modifications to the terms of the Credit Agreement; and

      WHEREAS,  the Lenders have agreed to the requested  waivers,  consents and
modifications on the terms and conditions set forth herein;

      NOW,  THEREFORE,  in  consideration  of these  premises and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties agree as follows:


      1.    CONSENTS AND WAIVERS.

            1.1   I-MEDIA  SA.  The  provisions  of  Section  7.14 of the Credit
      Agreement  require a pledge of the  stock of 65% of the  capital  stock of
      Material  Foreign  Subsidiaries,  together  with legal  opinions and other
      deliveries,  within  60 days of any such  Foreign  Subsidiary  becoming  a
      Material Foreign Subsidiary. I-Media SA, a French corporation ("I-MEDIA"),
      is Material  Foreign  Subsidiary and, as such, the Borrower is required to
      make a pledge of 65% of the capital  stock of I-Media in  accordance  with
      the  provisions  of Section  7.14 of the Credit  Agreement.  The  Required
      Lenders  hereby (A) consent to extension of the pledge  delivery  date for
      the capital stock of I-Media to August 31, 2005, (B) waive the requirement
      for delivery of an opinion of local counsel in connection  therewith,  and
      (C) waive any  Event of  Default  that  exists or may have  existed  under
      Section  7.14 of the  Credit  Agreement  on account of a failure to timely
      pledge the capital stock of I-Media to the date hereof.

            1.2   INTELLIGENT MEETINGS CORPORATION  ACQUISITION.  The provisions
      of Section 8.02(h) require delivery of an officer's compliance certificate
      not later than 10  Business  Days  following  consummation  of a Permitted
      Acquisition.  On June 1, 2005, American  Teleconferencing  Services,  Ltd.
      acquired   substantially  all  of  the  assets  of  Intelligent   Meetings
      Corporation for a purchase price of  approximately  $6.1 million (the "IMC
      ACQUISITION").   The  Borrower  failed  to  timely  deliver  an  officer's
      compliance  certificate in connection  with the subject  acquisition.  The
      Required  Lenders hereby (A) consent to extension of the delivery date for
      the officer's  compliance  certificate for the IMC Acquisition to July 26,
      2005,   the  date  on  which  such   certificate   was   received  by  the
      Administrative  Agent,  and (B) waive any Event of Default  that exists or
      may have existed under Section 8.02(h) of the Credit  Agreement on account
      of a failure to timely deliver the officer's  compliance  certificate  for
      the IMC Acquisition.

<PAGE>


      2.    AMENDMENTS TO THE CREDIT AGREEMENT.  The Credit Agreement is amended
in the following respects:

            2.1   The first  sentence  in  Section  7.14 is  amended  to read as
                  follows:

                  Pledge or cause to pledged to the  Collateral  Agent to secure
                  the Obligations

                        (a)   100% of the issued and  outstanding  Capital Stock
                  of each  Domestic  Subsidiary  that holds  assets in excess of
                  $100,000,  within  thirty  (30) days of (i) in the case of the
                  formation  of, an  acquisition  by or investment in a Domestic
                  Subsidiary  that is or will  thereupon  become  subject to the
                  provisions  hereof,  the  date of  formation,  acquisition  or
                  investment,  or (ii) in all other cases, the date by which the
                  quarterly Compliance Certificate is due for any fiscal quarter
                  in which any such Domestic  Subsidiary  shall otherwise become
                  subject to the provisions hereof; and

                        (b)   65% of the issued and outstanding Capital Stock of
                  each Material  Foreign  Subsidiary,  within sixty (60) days of
                  (i) in the case of the  formation  of,  an  acquisition  by or
                  investment in a Foreign  Subsidiary  that is or will thereupon
                  become a Material Foreign  Subsidiary,  the date of formation,
                  acquisition  or  investment,  or (ii) in all other cases,  the
                  date by which the quarterly Compliance  Certificate is due for
                  any  fiscal  quarter  in  which  any  such  Material   Foreign
                  Subsidiary  shall  otherwise  become subject to the provisions
                  hereof,

            in each case  pursuant  to the Pledge  Agreement  or pledge  joinder
            agreements,  together  with  opinions of counsel and any filings and
            deliveries   reasonably   requested  by  the  Collateral   Agent  in
            connection  therewith to perfect the security interests therein, all
            in form and substance reasonably  satisfactory to the Administrative
            Agent.

      3.    CONDITIONS PRECEDENT.  This Amendment shall be effective immediately
            upon receipt by the Agent of all of the following,  each in form and
            substance satisfactory to the Administrative Agent and the Lenders:

            (a)   EXECUTED  AMENDMENT.   Counterparts  of  this  Amendment  duly
      executed by the Credit Parties and the Required Lenders.

      4.    EFFECTIVENESS  OF  AMENDMENT.  On and  after  the date  hereof,  all
references  to the  Credit  Agreement  in each  of the  Credit  Documents  shall
hereafter  mean the Credit  Agreement  as amended by this  Amendment.  Except as
specifically  amended hereby or otherwise agreed, the Credit Agreement is hereby
ratified and  confirmed  and shall remain in full force and effect  according to
its terms.

      5.    REPRESENTATIONS AND WARRANTIES;  DEFAULTS. The Credit Parties affirm
the following:

            (a)   all necessary action to authorize the execution,  delivery and
      performance of this Amendment has been taken;

            (b)   after giving effect to this Amendment, the representations and
      warranties  set  forth  in the  Credit  Agreement  and  the  other  Credit
      Documents  are true and  correct in all  material  respects as of the date
      hereof (except those which expressly relate to an earlier period); and

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<PAGE>


            (c)   except  with  respect to the  events  subject to waiver as set
      forth  in  Section  1  above,  before  and  after  giving  effect  to this
      Amendment, no Default or Event of Default shall exist.

      6.    GUARANTOR  ACKNOWLEDGMENT.  Each Guarantor acknowledges and consents
to all of the  terms and  conditions  of this  Amendment  and  agrees  that this
Amendment  and all documents  executed in connection  herewith do not operate to
reduce or discharge any Guarantor's obligations under the Credit Documents.

      7.    FULL FORCE AND EFFECT.  Except as modified hereby,  all of the terms
and provisions of the Credit Agreement and the other Credit Documents (including
schedules and exhibits thereto) shall remain in full force and effect.

      8.    EXPENSES.  The  Borrower  agrees  to pay all  reasonable  costs  and
expenses  of the  Administrative  Agent  in  connection  with  the  preparation,
execution  and delivery of this  Amendment,  including the  reasonable  fees and
expenses of Moore & Van Allen, PLLC.

      9.    COUNTERPARTS.  This  Amendment  may be  executed  in any  number  of
counterparts,  each of which when so executed and  delivered  shall be deemed an
original,  and it shall not be necessary  in making  proof of this  Amendment to
produce or account  for more than one such  counterpart.  Delivery  by any party
hereto of an  executed  counterpart  of this  Amendment  by  facsimile  shall be
effective as such party's original  executed  counterpart and shall constitute a
representation   that  such  party's  original  executed   counterpart  will  be
delivered.

      10.   GOVERNING LAW. This Amendment  shall be deemed to be a contract made
under,  and for all purposes shall be construed in accordance  with, the laws of
the State of New York applicable to agreements made and to be performed entirely
within such state.

                  [Remainder of Page Intentionally Left Blank]


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<PAGE>


      IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this  Amendment  to be duly  executed  and  delivered as of the date first above
written.


BORROWER:                               PREMIERE GLOBAL SERVICES, INC.,
--------
                                        a Georgia corporation formerly known as
                                        PTEK Holdings, Inc.


                                        By:  /s/ L. Scott Askins
                                           ------------------------------------
                                        Name:
                                        Title:


GUARANTORS:                             AMERICAN TELECONFERENCING
----------                               SERVICES, LTD., a Missouri corporation
                                        PREMIERE CONFERENCING NETWORKS, INC.,
                                         a Georgia corporation
                                        PTEK SERVICES, INC.,
                                         a Delaware corporation
                                        XPEDITE NETWORK SERVICES, INC.,
                                         a Georgia corporation
                                        XPEDITE SYSTEMS, INC.,
                                         a Delaware corporation
                                        XPEDITE SYSTEMS WORLDWIDE, INC.,
                                         a Delaware corporation


                                        By:  /s/ L. Scott Askins
                                           ------------------------------------
                                        Name:
                                        Title:

<PAGE>


ADMINISTRATIVE AGENT:            BANK OF AMERICA, N.A.,
--------------------             as Administrative Agent and Collateral Agent


                                 By:  /s/ Allen A. Taylor
                                    --------------------------------------------
                                    Name:  Allen A. Taylor
                                    Title:    Vice President

LENDERS:                         BANK OF AMERICA, N.A.,
-------                          as L/C Issuer, Swingline Lender and as a Lender


                                 By:  /s/ Allen A. Taylor
                                    --------------------------------------------
                                 Name:  Allen A. Taylor
                                 Title: Vice President

                                 LASALLE BANK NATIONAL ASSOCIATION


                                 By:  /s/ James J. Hess
                                    --------------------------------------------
                                 Name:  James J. Hess
                                 Title: First Vice President

                                 HSBC BANK USA, NATIONAL ASSOCIATION


                                 By:
                                    --------------------------------------------
                                 Name:
                                 Title:

                                 WACHOVIA BANK, NATIONAL ASSOCIATION


                                 By:
                                    --------------------------------------------
                                 Name:
                                 Title:

                                 REGIONSBANK


                                 By:  /s/ W. Brad Davis
                                      ------------------------------------------
                                 Name:  W. Brad Davis
                                 Title: VP

                                 CAROLINA FIRST BANK

                                 By:  /s/ Charles D. Chamberlain
                                      ------------------------------------------
                                 Name:  Charles D. Chamberlain
                                 Title: Executive Vice President