EXHIBIT 10.8 


AMENDMENT NO. 4 AND WAIVER 


          THIS AMENDMENT NO. 4 AND WAIVER, dated as of October 3, 2006 (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 $300 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 amendment of the Credit Agreement; 


          WHEREAS, the Lenders have agreed to the requested amendment 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.           Waiver.
The provisions of Section 8.03(c) of the Credit Agreement require that any member
of the Consolidated Group provide ten (10) days prior  written notice to the
Administrative Agent before incurring any obligations under a Swap Contract.
The Borrower has entered into Swap Contracts: with (a) SunTrust Bank, in the
notional amount of $12.5 million
for the period from Sept 1, 2006 through
September 1, 2009, pursuant to an agreement dated as of August 29, 2006, and
(b) HSBC Bank USA, National Association, in the notional amount of $12.5
million for the  period from August 29, 2006 through August 29, 2009, pursuant
to an agreement dated August 28, 2006 (collectively,
the “New
Swap Contracts”).
The Borrower failed to timely deliver such notice to the Administrative Agent.
The Required Lenders hereby waive any  Event of Default that exists or may have
existed under Section 8.03(c) of the Credit Agreement in connection with the
New Swap Contracts. 


           2.           Amendment of the Credit Agreement. The Credit Agreement is hereby amended as follows 


           2.1          In
Section 1.01, the defined term “Responsible Officer” is amended and
restated in its entirety to read as follows: 


            “Responsible
        Officer” means the chief executive
        officer, president, chief financial officer, chief investment officer,
        treasurer, assistant treasurer or secretary of a Credit Party. Any document
        delivered hereunder that is signed by a Responsible Officer of a Credit
        Party shall be conclusively presumed to have been authorized by all necessary
        corporate, partnership and/or other action on the part of such Credit
        Party and such Responsible Officer shall be conclusively presumed to
        have acted on behalf of such Credit Party. 



          2.2          Clause
    (i) of Section 8.06(e) is amended and restated in its entirety to read as
    follows: 









  

            (i)
                the Borrower may declare or pay cash dividends to its stockholders and
      purchase, redeem or otherwise acquire shares of its Capital Stock or warrants,
      rights or options to acquire any such shares for cash solely; provided that
      all such dividends or acquisition of shares for cash in any period of four
      consecutive fiscal quarters (including the fiscal quarter in which any
      such dividend or acquisition may be made) shall not exceed an amount equal
      to sixty-six and two thirds percent (66.667%) of Consolidated EBITDA for
      the period of four consecutive fiscal quarters as of the last day of the
      fiscal quarter most recently ended, if the Consolidated Total Leverage
      Ratio, on a Pro Forma Basis, is less than 2.5 to 1.0; and provided further that the Borrower may
      make additional dividends or acquisitions of shares for cash in connection
      with the issuance of Subordinated Debt otherwise permitted hereunder, in
      an amount up to thirty-five percent (35%) of the Net Cash Proceeds received
      therefrom, so long as the maturity of the subject Subordinated Debt is
      at least 180 days beyond the Revolving Termination Date then applicable
      hereunder and the dividend is made or the shares are acquired substantially
      concurrently with the issuance of the subject Subordinated Debt;



          2.3          Subsection
(e) of Section 2.02 is amended and restated in its entirety to read as follows: 

            (e)           After
    giving effect to all Borrowings, conversions and continuations of Revolving
    Loans, there shall not be more than fifteen (15) Interest Periods in effect
    with respect to Revolving Loans. 


          3.           Conditions Precedent. This Amendment shall be effective upon (i) receipt by the Administrative Agent of duly executed counterparts of this Amendment from the Credit Parties and Required Lenders, and (ii) payment of fees and expenses payable in connection with this Amendment.


          4.           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.


          5.           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. 


          6.           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. 


          7.           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. 


          8.           Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New
York. 


 2










           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 
	
	 

	
	 

	
	 

		 
		
By: 
		 /s/
    L. Scott Askins  
	                                   
	
	 

		 
		
Name: 
		
L. Scott Askins 
	
	 

		 
		
Title: 
		
SVP - Legal 
	
	 

	
	 

	
	
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 WORLDWIDE, INC., a Delaware corporation 
	
	 

		 
		
ACCUCAST, INC., a Georgia corporation 
	
	 

		 
		
NETSPOKE, INC., a Delaware corporation 
	
	 

		 
		
IMEET, INC., a Delaware corporation 
	
	 

		 
		
COMMUNICATIONS NETWORK ENHANCEMENT INC., 
	
	 

		 
		
    a Delaware corporation 
	
	 

	
	 

	
	 

		 
		
By: 
		 /s/
    L. Scott Askins  

	 

		 
		
Name: 
		
L. Scott Askins 
	
	 

		 
		
Title: 
		
SVP - Legal 
	
	 

	
	 

		 
		
XPEDITE SYSTEMS, LLC, a Delaware limited liability corporation 
	
	 

	
	 

		 
		 

		
By: 
		
PREMIERE GLOBAL SERVICES, INC., its sole Member 
	
	 

	
	 

	
	 

		 
		 

		
By: 
		 /s/
    L. Scott Askins  

	 

		 
		 

		
Name: 
		
L. Scott Askins 
	
	 

		 
		 

		
Title: 
		
SVP - Legal 
	












	
ADMINISTRATIVE AGENT: 
		 
		
BANK OF AMERICA, N.A., 
	
	 

		 
		
as Administrative Agent and Collateral Agent 
	
	 

	
	 

	
	 

		 
		
By: 
		 /s/
    Anne M. Zeschke  
	 
	 

		 
		
Name: 
		
Anne M. Zeschke 
		 
	 

		 
		
Title: 
		
Assistant Vice President 
		 
	 

	
	
LENDERS: 
		 
		
BANK OF AMERICA, N.A., 
	
	 

		 
		
as L/C Issuer, Swingline Lender and as a Lender 
	
	 

	
	 

	
	 

		 
		
By: 
		 /s/
    Ken Bauchle  
	 
	 

		 
		
Name: 
		
Ken Bauchle 
		 
	 

		 
		
Title: 
		
Senior Vice President 
		 
	 

	
	 

		 
		
LASALLE BANK NATIONAL ASSOCIATION 
	
	 

	
	 

	
	 

		 
		
By: 
		 /s/
    James J. Hess  
	 
	 

		 
		
Name: 
		
James J. Hess 
		 
	 

		 
		
Title: 
		
Senior Vice President 
		 
	 

	
	 

		 
		
WACHOVIA BANK, NATIONAL ASSOCIATION 
	
	 

	
	 

	
	 

		 
		
By: 
		 /s/
    Jiong Liu  
	 
	 

		 
		
Name: 
		
Jiong Liu 
		 
	 

		 
		
Title: 
		
Vice President 
		 
	 

	
	 

		 
		
HSBC BANK USA, NATIONAL ASSOCIATION 
	
	 

	
	 

	
	 

		 
		
By: 
		 /s/
    Barbara Baltar  
	 
	 

		 
		
Name: 
		
Barbara Baltar 
		 
	 

		 
		
Title: 
		
First Vice-President 
		 
	 

	
	 

		 
		
COMERICA BANK 
	
	 

	
	 

		 
		
By: 
		 /s/
    Richard C. Hampson  
	 
	 

		 
		
Name: 
		
Richard C. Hampson 
		 
	 

		 
		
Title: 
		
Vice President 
		 
	 

	
	 

		 
		
SUNTRUST BANK 
	
	 

	
	 

	
	 

		 
		
By: 
		 /s/
    Stacy M. Lewis  
	 
	 

		 
		
Name: 
		
Stacy M. Lewis 
		 
	 

		 
		
Title: 
		
Vice President 
		 












	 	 UNITED OVERSEAS BANK
    LIMITED, NEW YORK  
	 	 AGENCY  
	 

	
	 

	
	 	
By: 
		 


		 
	 	
Name: 
		 

		 
	 	
Title: 
		 

		 
	 

	
	 

	
	 	
By: 
		 


		 
	 	
Name: 
		 

		 
	 	
Title: 
		 

		 
	 

	
	 	 GENERAL ELECTRIC CAPITAL
    CORPORATION  
	 

	
	 

	
	 	
By: 
		 /s/
    Karl E. Kieffer  
	 
	 	
Name: 
		
Karl E. Kieffer 
		 
	 	
Title: 
		
Duly Authorized Signatory 
		 
	 

	
	 	 FIRST HORIZON BANK, A
    DIVISION OF FIRST  
	 	 TENNESSEE BANK NATIONAL
    ASSOCIATION  
	 

	
	 

	
	 	
By: 
		 


		 
	 	
Name: 
		 

		 
	 	
Title: 
		 

		 
	 

	
	 	 OAK BROOK BANK  
	 

	
	 

	
	 	
By: 
		 /s/
    Henry Wessel  
	 
	 	
Name: 
		
Henry Wessel 
		 
	 	
Title: 
		
Vice President 
		 












	 

		 

		 
		
AIB DEBT MANAGEMENT LIMITED 
	
	 

	
	 

	
	
By: 
		 /s/
    Roisin O’ Connell  
	 
		
By: 
		 /s/
    Shreya Shah  

	
Name: 
		
Roisin O’Connell 
		 
		
Name: 
		
Shreya Sha 
	
	
Title: 
		
Vice President 
		 
		
Title: 
		
Vice President 
	
	 

		
Investment Advisor to 
		 
		
Investment Advisor to 
	
	 

		
AIB Debt Management, Limited 
		 
		
AIB Debt Management, Limited