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
in
