10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008.

OR

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ___________________ to ____________________

COMMISSION FILE NUMBER: 001-13577

PREMIERE GLOBAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

GEORGIA
(State or other jurisdiction of incorporation or organization)

59-3074176
(I.R.S. Employer Identification No.)

3280 PEACHTREE ROAD NW
THE TERMINUS BUILDING, SUITE 1000
ATLANTA, GEORGIA 30305
(Address of principal executive offices, including zip code)

(404) 262-8400
(Registrant’s telephone number including area code)

N/A
(Former name, former address and former fiscal year,
if changed since last report)

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_|

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer [X] Accelerated filer [   ] Non-accelerated filer [   ]  Smaller reporting company [   ]

(Do not check if a smaller reporting company)

     Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at August 5, 2008
Common Stock, $0.01 par value	61,559,102 Shares

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

		Page
PART I	FINANCIAL INFORMATION
Item 1	Condensed Consolidated Financial Statements	1
	Condensed Consolidated Balance Sheets as of June 30, 2008 and December 31, 2007	1
	Condensed Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2008 and 2007	2
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007	3
	Notes to Condensed Consolidated Financial Statements	4
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4	Controls and Procedures	34
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3	Defaults Upon Senior Securities	37
Item 4	Submission of Matters to a Vote of Security Holders	37
Item 5	Other Information	38
Item 6	Exhibits	38
SIGNATURES		41
EXHIBIT INDEX		42

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

	June 30, 2008			December 31, 2007
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and equivalents	$	24,824		$	18,259
Accounts receivable (less allowances of $3,284 and $4,526, respectively)		105,845			89,683
Prepaid expenses and other current assets		11,294			13,066
Deferred income taxes, net		8,838			5,522
Total current assets		150,801			126,530
PROPERTY AND EQUIPMENT, NET		126,839			110,767
OTHER ASSETS
Goodwill		344,406			337,246
Intangibles, net of amortization		37,398			43,115
Deferred income taxes, net		385			1,018
Other assets		8,988			5,411
	$	668,817		$	624,087
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	56,293		$	51,631
Income taxes payable		5,272			4,497
Accrued taxes, other than income taxes		7,931			8,076
Accrued expenses		35,958			37,276
Current maturities of long-term debt and capital lease obligations		2,691			1,664
Accrued restructuring costs		3,279			1,717
Total current liabilities		111,424			104,861
LONG-TERM LIABILITIES
Long-term debt and capital lease obligations		278,978			267,817
Accrued restructuring costs		1,195			1,575
Accrued expenses		11,361			7,627
Total long-term liabilities		291,534			277,019
COMMITMENTS AND CONTINGENCIES (Note 8)
SHAREHOLDERS’ EQUITY
Common stock, $.01 par value; 150,000,000 shares authorized, 61,556,412 and
61,755,728 shares issued and outstanding in 2008 and 2007, respectively		616			618
Additional paid-in capital		549,057			548,418
Notes receivable, shareholder		(1,752	)		(1,702	)
Cumulative translation adjustment		15,775			10,523
Accumulated deficit		(297,837	)		(315,650	)
Total shareholders’ equity		265,859			242,207
	$	668,817		$	624,087

Accompanying notes are integral to these condensed consolidated financial statements.

1

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
	(Unaudited)						(Unaudited)
Net revenues	$	161,565		$	138,019		$	314,419			$	273,645
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization shown
separately below)		66,202			56,782			127,864			110,678
Selling and marketing		40,211			34,393			80,062				70,861
General and administrative		16,738			17,297			32,971				33,870
Research and development		4,163			3,348			8,222				6,779
Excise tax expense		2,890			—			2,890				—
Depreciation		8,600			7,226			15,847				14,315
Amortization		3,914			3,593			8,157				7,146
Restructuring costs		3,339			3,877			3,339				3,746
Net legal settlements and related expenses		1,608			284			1,608				284
Total operating expenses		147,665		126,800				280,960			247,679
Operating income		13,900			11,219			33,459				25,966
Other (expense) income:
Interest expense		(5,532	)		(2,604	)		(10,161	)			(4,906	)
Interest income		138			141			351				241
Other, net		(21	)		215			816				673
Total other (expense) income		(5,415	)		(2,248	)		(8,994	)			(3,992	)
Income before income taxes		8,485			8,971			24,465				21,974
Income tax expense		2,692			3,138			6,652				7,194
Net income	$	5,793		$	5,833		$	17,813			$	14,780
BASIC WEIGHTED-AVERAGE SHARES OUTSTANDING		59,419			64,204			59,425				65,941
Basic earnings per share from net income	$	0.10		$	0.09		$	0.30			$	0.22
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING		60,603			65,526			60,646				67,190
Diluted earnings per share from net income	$	0.10		$	0.09		$	0.29			$	0.22

Accompanying notes are integral to these condensed consolidated financial statements.

2

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Six Months Ended June 30,
	2008			2007 As restated; See Note 2
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	17,813		$	14,780
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		15,847			14,315
Amortization		8,157			7,146
Amortization of deferred financing costs		282			258
Net legal settlements and related expenses		1,608			284
Deferred income taxes, net of effect of acquisitions		(1,044	)		(2,640	)
Restructuring costs		3,339			3,746
Payments for restructuring costs		(1,638	)		(4,080	)
Payments for discontinued operations		—			(488	)
Equity-based compensation		6,463			5,355
Excess tax benefits from share-based payment arrangements		(832	)		(2,297	)
(Gain) loss on disposal of assets		(7	)		146
Changes in assets and liabilities, net of effect of acquisitions:
Accounts receivable, net		(14,261	)		(8,624	)
Prepaid expenses and other current assets		(1,144	)		(486	)
Accounts payable and accrued expenses		5,031			9,550
Total adjustments		21,801			22,185
Net cash provided by operating activities		39,614			36,965
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(26,791	)		(20,240	)
Business acquisitions, net of cash acquired		(8,443	)		(1,330	)
Net cash used in investing activities		(35,234	)		(21,570	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments under borrowing arrangements		(297,912	)		(167,952	)
Proceeds from borrowing arrangements		306,272			275,100
Payments of debt issuance costs		(8	)		—
Excess tax benefits from share-based payment arrangements		832			2,297
Purchase of treasury stock, at cost		(9,164	)		(124,458	)
Exercise of stock options		2,210			6,900
Net cash provided by (used in) financing activities		2,230			(8,113	)
Effect of exchange rate changes on cash and equivalents		(45	)		(434	)
NET INCREASE IN CASH AND EQUIVALENTS		6,565			6,848
CASH AND EQUIVALENTS, beginning of period		18,259			18,977
CASH AND EQUIVALENTS, end of period	$	24,824		$	25,825
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	8,281		$	5,000
Income taxes	$	7,353		$	3,593
Non-cash investing and financing activities:
Capital lease additions	$	3,024		$	484
Capital expenditures in total current liabilities	$	3,597		$	4,525

Accompanying notes are integral to these condensed consolidated financial statements.

3

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. THE COMPANY AND ITS BUSINESS

     We are a global provider of on-demand, communication technologies-based business process improvement solutions. Our Premiere Global Communications Operating System (PGi^SMCOS) supports business applications within the following solution sets – Conferencing & Collaboration, Desktop Document Solutions, Enterprise Document Solutions, Notifications & Reminders and eMarketing – within our three segments in North America, Europe and Asia Pacific. The unaudited condensed consolidated balance sheets as of June 30, 2008 and December 31, 2007, the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2008 and 2007, the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2008 and 2007 and related footnotes have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and Rule 10-01 of Securities and Exchange Commission’s (SEC) Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the U.S. for complete financial statements. The results of operations for the three and six months ended June 30, 2008 are not indicative of the results that may be expected for the full fiscal year of 2008 or for any other interim period. The financial information presented herein should be read in conjunction with our annual report on Form 10-K for the year ended December 31, 2007, which includes information and disclosures not included herein. All significant intercompany accounts and transactions have been eliminated in consolidation.

2. SIGNIFICANT ACCOUNTING POLICIES

Accounts Receivable

     Included in accounts receivable at June 30, 2008 and December 31, 2007 was earned but unbilled revenue of approximately $8.2 million and $5.3 million, respectively, which results from non-calendar month billing cycles and the one-month lag time in billing related to certain of our services. Earned but unbilled revenue is billed within 30 days.

Development Costs

     Pursuant to Statement of Financial Accounting Standards (SFAS) No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed” (SFAS No. 86), costs incurred to develop significant enhancements to software features to be sold as part of our service offerings are being capitalized as part of “Property and Equipment, Net” on our condensed consolidated balance sheets. For the three months ended June 30, 2008 and 2007, we capitalized approximately $4.4 million and $2.8 million, respectively, in North America related to these projects. For the six months ended June 30, 2008 and 2007, we capitalized approximately $8.1 million and $5.0 million, respectively, in North America related to these projects. These capitalized costs are being amortized on a straight-line basis over the estimated life of the related software, not to exceed five years. Depreciation expense recorded for developed software for the three months ended June 30, 2008 and 2007 was approximately $1.1 million and $0.8 million, respectively. Depreciation expense recorded for developed software for the six months ended June 30, 2008 and 2007 was approximately $2.2 million and $1.5 million, respectively.

Revenue Recognition

     We recognize revenues when persuasive evidence of an arrangement exists, services have been rendered, the price to the buyer is fixed or determinable and collectability is reasonably assured. Revenues consist primarily of usage fees generally based on per minute, per fax page or per transaction methods. To a lesser extent, we charge subscription fees and fixed period minimum revenue commitments. Unbilled revenue consists of earned but unbilled revenue which results from non-calendar month billing cycles and the one-month lag time in billing related to certain of our services. Deferred revenue consists of payments made by customers in advance of the time services are rendered. Our revenue recognition policies are consistent with the guidance in Staff Accounting Bulletin (SAB) No. 101, “Revenue Recognition in Financial Statements,” as amended by SAB 101A, 101B and SAB 104.

4

     PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

State Sales Tax and Excise Tax

     We have reserves for certain state sales tax contingencies based on the likelihood of obligation in accordance with SFAS No. 5, “Accounting for Contingencies” (SFAS No. 5). Historically, we have collected and remitted sales tax from our non-Conferencing & Collaboration Solutions customers in applicable states, but have not collected and remitted state sales tax from our Conferencing & Collaboration Solutions customers in all applicable jurisdictions.

     We were audited by the Commonwealth of Massachusetts Department of Revenue claiming that our Conferencing & Collaboration Solutions are subject to sales tax in Massachusetts. In March 2006, we began assessing sales tax to our customers in Massachusetts as a result of this audit. In July 2006, we paid an initial payment of approximately $1.2 million to the Commonwealth of Massachusetts Department of Revenue for taxable years prior to 2005. We made an additional payment of $0.5 million in January 2008 associated with taxable years prior to 2005. In April 2008, we filed returns for January 2005 to February 2006 and made another payment of $0.3 million.

     In March 2007, we were notified by the State of Illinois regarding the taxability of our Conferencing & Collaboration Solutions, and we began assessing sales tax to our Conferencing & Collaboration customers in Illinois in April 2007. In April 2007, we filed returns and paid approximately $0.6 million to the Illinois Department of Revenue for taxable periods prior to March 2007. Additional amounts may be due as these returns are audited.

     During the first quarter of 2008, an outstanding audit with the State of New York related to our former operating segment, Voicecom, which was discontinued in 2001, was completed and payment in the amount of $1.7 million was made for outstanding telecommunications excise taxes.

     During the second quarter of 2008, we were made aware that certain of our Conferencing & Collaboration Solutions may be subject to a certain state’s telecommunications excise tax statutes. We are currently working with this state’s department of revenue to bring to resolution this matter which spans tax years 2001–2007. Accordingly, we have accrued approximately $4.0 million of excise tax and interest for the applicable time period as of June 30, 2008. We recorded approximately $2.9 million in “Operating expenses” and $1.1 million in “Interest expense” in our condensed consolidated statements of operations.

     At June 30, 2008 and December 31, 2007, we had reserved approximately $5.7 million and $5.2 million, respectively, for certain state sales and excise tax contingencies. These amounts are included in “Accrued taxes, other than income taxes” in our condensed consolidated balance sheets. We believe we have appropriately accrued for these contingencies. In the event that actual results differ from these reserves, we may need to make adjustments which could materially impact our financial condition and results of operations. In addition, it is possible states may disagree with our method of assessing and remitting such taxes or additional states may subject us to inquiries regarding such taxes.

Income Taxes

     Income tax expense, income taxes payable and deferred tax assets and liabilities are determined in accordance with SFAS No. 109, “Accounting for Income Taxes” (SFAS No. 109). Under SFAS No. 109, the deferred tax liabilities and assets are determined based on temporary differences between the basis of certain assets and liabilities for income tax and financial reporting purposes, in addition to net operating loss carryforwards which will more likely than not be utilized. These differences are primarily attributable to differences in the recognition of depreciation and amortization of property, equipment and intangible assets, allowances for doubtful accounts and certain employee benefit accruals. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to future years in which the deferred tax assets or liabilities are expected to be settled or realized. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Permanent differences are primarily attributable to non-deductible employee compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended.

5

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

     The effective income tax rate was 32% and 27% for the three and six months ended June 30, 2008, respectively. The effective income tax rate varied from statutory rates during the three and six months ended June 30, 2008 primarily as a result of non-deductible executive compensation expenses and the realization of net operating losses related to tax planning strategies associated with our United Kingdom subsidiary. The change in the effective income tax rate for the three and six months ended June 30, 2008 is primarily related to a change in income mix between international tax jurisdictions. The effective income tax rate was 35% and 33% for the three and six months ended June 30, 2007, respectively. The effective income tax rate varied from statutory rates during the three and six months ended June 30, 2007 primarily as a result of non-deductible executive compensation expenses and the impact of the release of a net operating loss usage limitation related to a prior year’s acquisition. The change in the effective income tax rate for the three and six months ended June 30, 2007 is primarily related to a change in income mix between international tax jurisdictions, favorable changes to tax rates in certain foreign jurisdictions and changes in valuation allowance accounts, which are estimates where adjustments are required when facts and circumstances indicate that realization of tax benefits or the actual amount of taxes expected to be paid has changed. The decline in tax rates in 2008 from 2007 is primarily attributable to continued favorable changes to tax rates in certain foreign jurisdictions.

     In the normal course of business, we are subject to inquiries from U.S. and non-U.S. tax authorities regarding the amount of taxes due. These inquiries may result in adjustments of the timing or amount of taxable income or deductions or the allocation of income among tax jurisdictions. Furthermore, during the ordinary course of business, other changing facts and circumstances may impact our ability to utilize income tax benefits as well as the estimated taxes to be paid in future periods. We believe we have appropriately accrued for income taxes. In the event that actual results differ from these estimates, we may need to adjust “Income taxes payable” which could materially impact our financial condition and results of operations.

     We adopted the provisions of the Financial Accounting Standards Board (FASB) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109” (FIN No. 48) on January 1, 2007. We recorded provisions for certain asserted international and state income tax uncertain tax positions based on the recognition and measurement standards of FIN No. 48. We file federal income tax returns and income tax returns in various states and international jurisdictions. In major tax jurisdictions, tax years from 2000 to 2007 remain subject to income tax examinations by tax authorities.

     At June 30, 2008, we had $4.1 million of unrecognized tax benefits, including $1.0 million of unrecognized tax benefits that if recognized would affect our annual effective tax rate. The unrecognized tax benefits at June 30, 2008 are included in “Other assets,” “Income taxes payable” and “Accrued expenses” under “Long-term liabilities” in our accompanying condensed consolidated balance sheets. We do not expect our unrecognized tax benefit to change significantly over the next 12 months. As permitted with the adoption of FIN No. 48, we have changed our classification of interest and penalties related to uncertain tax positions and recognize them in “Interest expense” and “Operating expenses,” respectively, in our condensed consolidated statements of operations. We had accrued interest and penalties of approximately $1.5 million and $1.3 million at June 30, 2008 and December 31, 2007, respectively, related to uncertain tax positions.

Balance at December 31, 2007	$	4,559
Re-measurement of prior liability		(457	)
Balance at June 30, 2008	$	4,102

     In the ordinary course of business, we are subject to inquiries from U.S. and non-U.S. tax authorities regarding the amount of taxes due. These inquiries may result in adjustments to the timing or amount of taxable income or deductions or the allocation of income among tax jurisdictions. Further, during the ordinary course of business, other changing facts and circumstances may impact our ability to utilize income tax benefits as well as the estimated taxes to be paid in future periods. We believe we are appropriately accrued for income taxes. In the event that actual results differ from these estimates, we may need to adjust “Income taxes payable” which could materially impact our financial condition and results of operations.

6

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Treasury Stock

     All treasury stock transactions are recorded at cost. In the six months ended June 30, 2008 and 2007, we withheld approximately 181,000 and 150,000 shares, respectively, of our common stock to satisfy certain of our employees’ tax withholdings due upon the vesting of their restricted stock grants and remitted approximately $2.3 million and $1.0 million, respectively, to the Internal Revenue Service on our employees’ behalf. We also repurchased during the six months ended June 30, 2008, 500,000 shares of our common stock for approximately $6.9 million in the open market pursuant to our Board-approved stock repurchase program.

     As part of our April 2007 settlement agreement with Crescendo Partners II, L.P., Series E and related parties, among other things, Crescendo Partners withdrew its proxy contest related to our 2007 annual meeting of shareholders, and we commenced a $150.0 million self-tender offer to acquire up to 11,857,707 shares of our common stock at a fixed price of $12.65 per share. During the six months ended June 30, 2007, as a result of this self-tender offer, we repurchased 9,687,847 shares of our common stock in the open market pursuant to our self-tender offer for approximately $122.5 million and incurred costs associated with the tender offer of approximately $0.9 million, including legal, printing and dealer-manager fees, that were included in “Additional paid-in capital.”

Comprehensive Income

     Comprehensive income represents the change in equity of a business during a period, except for investments by, and distributions to, owners. For the three months ended June 30, 2008 and 2007, comprehensive income was approximately $5.6 million and $8.1 million, respectively. For the six months ended June 30, 2008 and 2007, comprehensive income was approximately $23.0 million and $18.0 million, respectively. For the three and six months ended June 30, 2008 and 2007, translation adjustments are the only component of other comprehensive income. Accumulated other comprehensive income is comprised solely of translation adjustments at June 30, 2008 and December 31, 2007.

Goodwill

     We continue to account for goodwill under SFAS No. 142, “Accounting for Goodwill and Other Intangible Assets” (SFAS No. 142). Summarized below is the carrying value of goodwill, and any changes to the carrying value of goodwill, by reportable segment at June 30, 2008 and December 31, 2007 (in thousands):

	North America		Europe		Asia Pacific		Total
Goodwill
Carrying value at December 31, 2007	$	286,147	$	46,529	$	4,570	$	337,246
Additions		3,360		—		—		3,360
Adjustments		—		3,383		417		3,800
Carrying value at June 30, 2008	$	289,507	$	49,912	$	4,987	$	344,406

     Goodwill is not subject to amortization consistent with SFAS No. 142 but is subject to periodic reviews for impairment. Additions to the goodwill carrying value since December 31, 2007 are primarily due to the acquisition of certain assets of iLinc Communications, Inc. Adjustments to the goodwill carrying value since December 31, 2007 are primarily due to working capital adjustments related to prior period acquisitions and foreign currency fluctuations against the U.S. dollar.

7

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Other Intangible Assets

     We continue to account for other intangible assets under SFAS No. 142. Summarized below are the carrying value and accumulated amortization, if applicable, by intangible asset class (in thousands):

	June 30, 2008							December 31, 2007
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Other intangible assets:
Customer lists	$	131,945	$	(101,574	)	$	30,371	$	129,204	$	(92,828	)	$	36,376
Non-compete agreements		5,776		(3,033	)		2,743		5,570		(2,476	)		3,094
Developed technology		41,626		(39,989	)		1,637		41,626		(39,656	)		1,970
Other		2,647		—			2,647		1,805		(130	)		1,675
Total other intangible
assets	$	181,994	$	(144,596	)	$	37,398	$	178,205	$	(135,090	)	$	43,115

     Estimated amortization expense related to our other intangible assets for the full year 2008 and the next four years is as follows (in millions):

Year	Estimated Amortization Expense
2008	$	15.7
2009		12.2
2010		7.7
2011		5.6
2012		2.8

Correction of June 30, 2007 Statement of Cash Flows

     As previously disclosed in our annual report on Form 10-K for the year ended December 31, 2007, during the 2007 year-end close process, we discovered an error in our reported second and third quarter 2007 condensed consolidated statements of cash flows due to an inadvertent transposition of amounts. The amount of “Excess tax benefits from share-based payment arrangements” was erroneously shown as an increase rather than a reduction in cash flows from operating activities and a reduction rather than an increase in cash flows from financing activities. The table below illustrates the effects of the correction of the error on the six months ended June 30, 2007. Further, the prior year amounts have been corrected in our accompanying condensed consolidated statements of cash flows for the six months ended June 30, 2007.

	Six Months Ended June 30, 2007
	As Reported			As Adjusted
	(in thousands)
Excess tax benefits from share-based payment arrangements	$	2,297		$	(2,297	)
Net cash provided by operating activities	$	41,559		$	36,965
Excess tax benefits from share-based payment arrangements	$	(2,297	)	$	2,297
Net cash provided by financing activities	$	(12,707	)	$	(8,113	)

     We also added supplemental non-cash information that was not previously disclosed in the statements of cash flows for the six months ended June 30, 2007.

8

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

New Accounting Pronouncements

     In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS No. 157). SFAS No. 157 provides a single definition of fair value and a hierarchical framework for measuring it, as well as establishing additional disclosure requirements about the use of fair value to measure assets and liabilities. SFAS No. 157 is effective as of the beginning of fiscal years beginning after November 15, 2007. In February 2008, the FASB released FASB Staff Position (FSP) SFAS No. 157-2 (FSP FAS No. 157-2), which delayed the effective date of SFAS No. 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), to fiscal years beginning after November 15, 2008. The adoption of SFAS No. 157 for our financial assets and liabilities did not have a material impact on our consolidated financial statements. We do not believe the adoption of SFAS No. 157 for our non-financial assets and liabilities, effective January 1, 2009, will have a material impact on our consolidated financial statements.

     In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (SFAS No. 141(R)), which replaces SFAS No. 141, “Business Combinations” (SFAS No. 141). SFAS No. 141(R) retains the underlying concepts of SFAS No. 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of accounting, but SFAS No. 141(R) changed the method of applying the acquisition method in a number of significant aspects. SFAS No. 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies under SFAS No. 109. SFAS No. 141(R) amends SFAS No. 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of SFAS No. 141(R) would also apply the provisions of SFAS No. 141(R). Early adoption is not allowed. We are currently evaluating the impact this statement will have on our financial position and results of operations.

     On April 25, 2008, the FASB issued FSP SFAS No. 142-3, “Determination of the Useful Life of Intangible Assets,” (FSP FAS No. 142-3) which intends to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R) and other GAAP provisions, particularly in developing renewal or extension assumptions used in determining the useful life of a recognized intangible asset. FSP FAS No. 142-3 is effective prospectively for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years, and early adoption is not allowed. We are currently evaluating the impact this statement will have on our financial position and results of operations.

3. RESTRUCTURING COSTS

     Consolidated restructuring costs at June 30, 2008 and December 31, 2007 are as follows (in thousands):

Consolidated	Accrued Costs at December 31, 2007		Charge to Continuing Operations		Equity-Based Compensation			Payments Made			Accrued Costs at June 30, 2008
Accrued restructuring costs:
Severance and exit costs	$	926		3,339		(549	)	$	(1,246	)	$	2,470
Contractual obligations		2,366		—		—			(362	)		2,004
Total restructuring costs	$	3,292	$	3,339	$	(549	)	$	(1,608	)	$	4,474

9

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Realignment of Workforce – 2008

     During the quarter ended June 30, 2008, we executed a restructuring plan to consolidate the senior management of our technology development and network operations functions and to consolidate our corporate communications function into our marketing department. As part of these consolidations, we eliminated 11 positions, including entering into a separation agreement with our president, global operations. We incurred approximately $3.4 million in severance costs associated with the elimination of these positions. On a segment basis, these restructuring costs were $2.0 million in North America, $1.3 million in Europe and $0.1 million in Asia Pacific. During the three months ended June 30, 2008, we paid approximately $0.5 million related to these severance and exit costs in cash and released $0.5 million in restricted stock awards. Our reserve for the 2008 restructuring costs was approximately $2.4 million at June 30, 2008. We anticipate these remaining costs will be paid over the next twelve months.

Realignment of Workforce – 2007

     In 2007, we executed a restructuring plan to consolidate our non-Conferencing & Collaboration Solutions service delivery organizations. As part of this consolidation, we eliminated 84 positions. We incurred approximately $4.1 million in severance costs associated with the elimination of these positions and $0.1 million of lease termination costs associated with our Paris, France office. On a segment basis, these restructuring costs were $1.1 million in North America, $2.7 million in Europe and $0.4 million in Asia Pacific. During the three and six months ended June 30, 2008, we paid approximately $0.1 million and $0.7 million, respectively, related to these severance and exit costs. During the six months ended June 30, 2008, we adjusted our restructuring reserve by approximately $0.1 million as a result of actual severance payments to certain individuals being less than originally estimated. Our reserve for the 2007 restructuring costs was approximately $0.1 million at June 30, 2008. We anticipate the remaining costs will be paid during 2008.

Realignment of Workforce – 2006

     In 2006, we executed a restructuring plan to streamline the management of our business on a geographic regional basis from our former Conferencing & Collaboration and Data Communications business segments. As part of this streamlining, we eliminated approximately 100 positions within customer service, finance, operations and sales and marketing. In the fourth quarter of 2006, we entered into a separation agreement with our former chief investment officer. We incurred approximately $8.0 million in severance costs associated with these positions, which included the issuance of restricted stock having a fair value of $0.6 million. Additionally, we incurred $0.6 million of lease termination costs associated with five locations within North America. On a segment basis, these restructuring costs were $4.6 million in North America, $3.3 million in Europe and $0.7 million in Asia Pacific. During the three and six months ended June 30, 2008, we paid approximately $10,000 and $0.1 million related to these severance and exit costs, respectively. All restructuring obligations related to the 2006 reserve were paid as of June 30, 2008.

     Amounts paid in the three and six months ended June 30, 2008 for restructuring costs incurred prior to 2006 totaled $0.2 million and $0.4 million, respectively. At June 30, 2008, our reserve for restructuring costs incurred prior to 2006 totaled $2.0 million and is associated with lease termination costs. We anticipate these remaining lease termination costs will be paid over the next eight years.

4. ACQUISITIONS AND DISPOSITIONS

     We seek to acquire complementary companies that increase our market share and provide us with additional customers, technologies, applications and sales personnel. All revenues and related costs from these transactions have been included in our condensed consolidated financial statements as of the effective date of each acquisition.

10

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

North America

     In May 2008, we acquired certain assets of the audio conferencing business of iLinc. We paid $3.9 million in cash at closing and $0.1 million in transaction fees and closing costs. We funded the purchase with cash and equivalents on hand. We followed SFAS No. 141, and approximately $0.6 million was allocated to acquired working capital, $0.8 million was allocated to other acquisition liabilities and $1.2 million was allocated to identifiable intangible assets which will be amortized over five years. We have not yet finalized the working capital component of the purchase price. The residual $3.0 million of the aggregate purchase price was allocated to goodwill, which is subject to a periodic impairment assessment in accordance with SFAS No. 142.

     In July 2007, we acquired the assets and stock of Budget Conferencing, Inc., a Canadian-based provider of audio and web conferencing services. We paid $19.8 million in cash at closing and $0.6 million in transaction fees and closing costs. In June 2008, we paid an additional $0.7 million in cash to finalize the working capital component of the purchase price. We funded the purchase through our credit facility. We followed SFAS No. 141, and approximately $0.2 million was allocated to acquired fixed assets, $0.1 million was allocated to other acquisition liabilities, $6.6 million was allocated to identifiable customer lists, $1.3 million was allocated to trademarks and $1.4 million was allocated to a non-compete agreement, with the identifiable customer lists and non-compete agreements amortized over five years. In addition, $2.6 million was allocated to long-term deferred tax liabilities to record the step-up in basis for the customer lists and developed technology purchased. The residual $14.3 million of the aggregate purchase price was allocated to goodwill, which is subject to a periodic impairment assessment in accordance with SFAS No. 142.

Europe

     In November 2007, we acquired the stock of Meet24, a Nordic-based provider of conferencing and web collaboration services. We paid $26.3 million in cash at closing and $0.2 million in transaction fees and closing costs. We funded the purchase through our credit facility and cash and equivalents on hand. We followed SFAS No. 141, and approximately $0.2 million was allocated to acquired fixed assets, $1.4 million was allocated to acquired working capital, $0.9 million was allocated to acquired deferred tax assets, $3.8 million was allocated to other acquisition liabilities, $8.8 million was allocated to identifiable customer lists and $0.7 million was allocated to a non-compete agreement, with the identifiable customer lists and non-compete agreements amortized over five years. In addition, $2.7 million was allocated to long-term deferred tax liabilities. We have not yet finalized the working capital component of the purchase price. The residual $21.0 million of the aggregate purchase price was allocated to goodwill, which is subject to a periodic impairment assessment in accordance with SFAS No. 142. The goodwill balance related to the Meet24 acquisition totaled $21.8 million at June 30, 2008, which was impacted by foreign currency fluctuations of $1.3 million and working capital adjustments of $0.5 million for the six months ended June 30, 2008. In 2008, we paid $2.8 million in cash to a third-party escrow account to satisfy a certain acquisition liability.

5. INDEBTEDNESS

     We have a $375.0 million committed revolving credit facility (which consists of an original revolving credit facility of $300.0 million with a $100.0 million accordion feature, of which $75.0 million has been exercised to date). This accordion feature allows for additional credit commitments to increase the revolving credit facility up to a maximum of $400.0 million, subject to its terms and conditions.

     During the six months ended June 30, 2008, we expanded the committed amounts under the accordion feature of our credit facility by $50.0 million from $325.0 million at December 31, 2007 to $375.0 million at June 30, 2008. We paid less than $0.1 million in financing costs for this expansion of our credit facility. Certain of our material domestic subsidiaries have guaranteed our obligations under the credit facility, which is secured by substantially all of our assets and the assets of our material domestic subsidiaries. In addition, we have pledged as collateral all of the issued and outstanding stock of our material domestic subsidiaries and 65.0% of our material foreign subsidiaries.

11

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

     In April 2007, we entered into an amendment to our credit facility which inserted into the applicable margin pricing grid a new tier based on a total leverage ratio of 2.5 times or greater, increased the permitted covenant level of the consolidated total leverage ratio and amended certain other provisions to allow us to purchase, redeem or otherwise acquire up to an additional $150.0 million of our common stock during 2007, of which approximately $122.6 million was used to fund our self-tender offer in the second quarter of 2007.

     At June 30, 2008, we were in compliance in all material respects with the covenants under our credit facility. Proceeds drawn under our credit agreement may be used for refinancing of existing debt, working capital, capital expenditures, acquisitions and other general corporate purposes. The annual interest rate applicable to borrowings under the credit facility, at our option, is the base rate (the greater of the federal funds rate plus 0.5% or the Bank of America prime rate) or LIBOR, plus, in each case, an applicable margin which will vary based upon our leverage ratio at the end of each fiscal quarter. At June 30, 2008, the applicable margin with respect to base rate loans was 0.0%, and the applicable margin with respect to LIBOR loans was 1.50%. At June 30, 2008, our interest rate on 30-day LIBOR loans was 3.96% for our borrowings on which we did not have an interest rate swap agreement in place. At June 30, 2008, we had approximately $275.3 million of borrowings outstanding and approximately $1.6 million in letters of credit outstanding under our credit facility.

     In February 2006, we entered into a three-year $50.0 million interest rate swap at a fixed rate of 4.99%. In August 2006, we entered into two separate three-year $12.5 million interest rate swaps at 5.14% and 5.16%, respectively. We did not designate these interest rate swaps as hedges and accounted for them in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS No. 133). During the second quarter of 2007, we terminated these interest rate swaps and recorded a gain of approximately $0.4 million in “Interest expense” in our condensed consolidated statements of operations. Changes in fair value prior to the termination of these swaps were recognized in earnings and resulted in a gain of $0.1 million recorded in “Interest expense” for the six months ended June 30, 2007.

     In August 2007, we entered into two $100.0 million two-year interest rate swaps at a fixed rate of approximately 4.99%. In December 2007, we amended the life of one of the $100.0 million swaps to three years and reduced the fixed rate to approximately 4.75%. We did not designate these interest rate swaps as hedges and account for them in accordance with SFAS No. 133. Changes in fair value are recognized in earnings and resulted in approximately $1.1 million of “Interest expense” for the six months ended June 30, 2008.

     In September 2006, we entered into our Yen-denominated line of credit for ¥300.0 million with Sumitomo Mitsui Banking which has an interest rate of 1.82% through June 2008. At June 30, 2008, there were no outstanding borrowings under this facility.

     We have entered into various capital leases for the purchase of operating equipment. These capital leases have interest rates ranging from 3.1% to 10.3% and terms ranging from 36 months to 60 months. The capital lease obligations recorded on our condensed consolidated balance sheets for these leases was $6.3 million and $4.5 million at June 30, 2008 and December 31, 2007, respectively.

6. EQUITY-BASED COMPENSATION

     We may issue restricted stock awards, stock options, stock appreciation rights, restricted stock units and other stock-based awards to employees, directors, non-employee consultants and advisors under the following equity-based compensation plans: our amended and restated 2004 long-term incentive plan and our amended and restated 2000 directors stock plan. Options issued under these plans, other than the directors stock plan, may be either incentive stock options, which permit income tax deferral upon exercise of options, or non-qualified options not entitled to such deferral. These stock plans are administered by the compensation committee of our board of directors.

12

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

     In April 2008, our board of directors adopted and, in June 2008, our shareholders approved our amended and restated 2004-long term incentive plan. The amendment and restatement of our 2004 plan increased the total number of shares authorized for issuance by 2.0 million shares to 6.0 million shares. The maximum number of awards and the maximum fair market value of such awards that may be granted under our 2004 plan during any one calendar year to any one grantee are 1.0 million shares and $8.0 million, respectively. No more than 3,964,386 of awards may be granted in the form of “full value” awards, such as restricted stock, subject to anti-dilution adjustments under our 2004 plan.

     In April 2008, our board of directors adopted and, in June 2008, our shareholders approved our amended and restated 2000 directors stock plan. Only non-employee directors can participate in our directors stock plan. Under our directors stock plan, a total of 2.0 million shares of our common stock have been reserved in connection with awards. No more than 292,079 of awards may be granted in the form of restricted stock, subject to anti-dilution adjustments, and only non-qualified stock options may be granted under our directors stock plan.

     We have issued two types of equity-based payment arrangements: non-qualified stock options and restricted stock awards. The expenses associated with these arrangements are recorded in “Cost of revenues,” “Selling and marketing,” “General and administrative” and “Research and development” in our condensed consolidated statements of operations.

Stock Options

     The following table summarizes the stock options activity under our stock plans from December 31, 2007 to June 30, 2008:

	Options		Weighted Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at December 31, 2007:	1,108,689		$	8.03
Granted	—			—
Exercised	(251,096	)		8.80
Expired	(8,931	)		6.98
Options outstanding at June 30, 2008	848,662		$	7.82	$	5,738,999
Vested and expected to vest at June 30, 2008	848,575		$	7.82	$	5,738,439
Options exercisable at June 30, 2008	841,662		$	7.81	$	5,693,974

     For the three and six months ended June 30, 2008, we recognized equity-based compensation expense of approximately $33,000 and $0.2 million, respectively, related to the vesting of stock options. For the three and six months ended June 30, 2007, we recognized equity-based compensation expense of approximately $0.1 million and $0.6 million, respectively, related to the vesting of stock options. As of June 30, 2008, we had $0.1 million of unvested stock options, which we will record in our statements of operations over a weighted-average recognition period of less than one year. The intrinsic value of stock options exercised in the six months ended June 30, 2008 and 2007 was $1.4 million and $6.5 million, respectively.

13

Restricted Stock Awards

     The following table summarizes the activity of restricted stock awards under our stock plans from December 31, 2007 to June 30, 2008:

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

	Shares		Weighted- Average Grant Date Fair Value
Outstanding at December 31, 2007	2,452,131		$ 10.28
Granted	456,437		14.52
Vested/released	(571,480	)	10.26
Forfeited	(225,916	)	9.87
Outstanding at June 30, 2008	2,111,172		11.25

     For the three and six months ended June 30, 2008, we recognized equity-based compensation expense of approximately $3.0 million and $6.3 million, respectively, related to the vesting of restricted stock. For the three and six months ended June 30, 2007, we recognized equity-based compensation expense of approximately $2.4 million and $4.8 million, respectively, related to the vesting of restricted stock. As of June 30, 2008, we had approximately $19.8 million of compensation costs related to unvested restricted stock which we will record in our statements of operations over a weighted-average recognition period of less than two years. The fair value of restricted stock vesting in the three and six months ended June 30, 2008 was $4.4 million and $8.3 million, respectively. The fair value of restricted stock vesting in the three and six months ended June 30, 2007 was $3.4 million and $5.7 million, respectively.

     Equity-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized over the vesting periods. The following table presents total equity-based compensation expense for non-qualified stock options and restricted stock awards included in our accompanying condensed consolidated statements of operations (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Cost of revenues	$	32		$	57		$	129		$	178
Selling and marketing		724			541			1,531			1,232
Research and development		270			234			531			464
General and administrative		1,974			1,748			4,272			3,481
Pre-tax equity-based compensation expense		3,000			2,580			6,463			5,355
Income tax benefits		(1,020	)		(877	)		(2,198	)		(1,821	)
Total equity-based compensation expense	$	1,980		$	1,703		$	4,265		$	3,534

7. EARNINGS PER SHARE

Basic and Diluted Earnings Per Share

     Basic earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. The weighted-average number of common shares outstanding does not include any potentially dilutive securities or any unvested restricted shares of common stock. These unvested restricted shares, although classified as issued and outstanding at June 30, 2008 and June 30, 2007, are considered contingently returnable until the restrictions lapse and will not be included in the basic net income per share calculation until the shares are vested.

     Diluted earnings per share gives the effect of all potentially dilutive securities on earnings per share. Our outstanding stock options, unvested restricted shares and warrants are potentially dilutive securities during the three and six months ended June 30, 2008 and 2007. The difference between basic and diluted weighted-average shares outstanding is the dilutive effect of stock options, unvested restricted shares and warrants.

14

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

     Pursuant to disclosure requirements contained in SFAS No. 128, “Earnings Per Share,” the following table represents a reconciliation of the basic and diluted earnings per share (EPS) computations contained in our condensed consolidated financial statements (in thousands, except per share data):

	Three Months Ended June 30, 2008					Three Months Ended June 30, 2007
	Net Income		Weighted- Average Shares	Earnings Per Share		Net Income		Weighted- Average Shares	Earnings Per Share
Basic EPS	$	5,793	59,419	$	0.10	$	5,833	64,204	$	0.09
Effect of dilutive securities:
Stock options		—	377		—		—	669		—
Unvested restricted shares		—	807		—		—	616		—
Warrants		—	—		—		—	37		—
Diluted EPS	$	5,793	60,603	$	0.10	$	5,833	65,526	$	0.09

	Six Months Ended June 30, 2008					Six Months Ended June 30, 2007
	Net Income		Weighted- Average Shares	Earnings Per Share		Net Income		Weighted- Average Shares	Earnings Per Share
Basic EPS	$	17,813	59,425	$	0.30	$	14,780	65,941	$	0.22
Effect of dilutive securities:
Stock options		—	391		—		—	670		—
Unvested restricted shares		—	830		—		—	555		—
Warrants		—	—		—		—	24		—
Diluted EPS	$	17,813	60,646	$	0.29	$	14,780	67,190	$	0.22

     The weighted-average diluted common shares outstanding for the six months ended June 30, 2008 excludes the effect of approximately 1,900 out-of-the-money stock options and restricted shares because their effect would be anti-dilutive. The weighted-average diluted common shares outstanding for the three and six months ended June 30, 2007 excludes the effect of approximately 885 and 0.4 million out-of-the-money stock options, restricted shares and warrants because their effect would be anti-dilutive.

8. COMMITMENTS AND CONTINGENCIES

Asset Retirement Obligation

     Our recorded asset retirement obligation liability represents the estimated costs to bring certain office buildings that we lease back to their original condition after the termination of the lease. While our domestic operating leases generally do not contain make-whole provision clauses, in instances where we believed a landlord could subject us to remediation costs, we established an asset retirement obligation liability with a corresponding increase to leasehold improvements consistent with SFAS No. 143, “Accounting for Asset Retirement Obligations” (SFAS No. 143). Similarly, for our international operations, where we had either make-whole provision clauses in our leases or believed a landlord could subject us to remediation costs, we established an asset retirement obligation liability with a corresponding increase to leasehold improvements. These amounts are included in “Accrued expenses” under “Current Liabilities” and “Long-Term Liabilities” in our accompanying condensed consolidated balance sheets. For the six months ended June 30, 2008, asset retirement obligation liabilities were increased by approximately $0.6 million for remediation costs and $0.1 million of asset retirement obligations were satisfied.

15

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The current and long-term portion of the asset retirement obligation liability balance was $0.9 million and $0.4 million at June 30, 2008 and December 31, 2007, respectively.

Government Regulation

     We have received, and certain companies that we acquired had received, letters from the Investigations and Hearing Division of the Federal Communication Commission’s (FCC) Enforcement Bureau regarding registration, filing and regulatory surcharge remittance requirements applicable to traditional telephone companies. In each case, we have responded to the FCC’s inquiries. In addition, certain of our competitors have received such letters and/or are involved in investigations before the FCC or the Universal Service Administrative Company (USAC) regarding registration, filing and surcharge remittance requirements. As a result of one such investigation concerning InterCall, Inc., on June 30, 2008, the FCC issued an order ruling that audio conferencing providers are providers of “telecommunications” who must contribute to the federal Universal Service Fund (USF). Because it previously was unclear whether audio conferencing providers were required to contribute to the USF, the FCC order requires prospective contributions only. On July 17, 2008, the FCC issued a public notice stating that all audio conferencing providers must file a Form 499-Q by August 1, 2008, reporting estimated revenues for the fourth quarter of 2008, and begin contributing to the USF in October 2008. Several providers of audio conferencing services have filed petitions requesting reconsideration of all or portions of the FCC’s order, which are currently pending.

Litigation and Claims

     We have settled the litigation matters as described below.

     On August 21, 2006, a lawsuit was filed in the U.S. District Court for the Eastern District of Texas by Ronald A. Katz Technology Licensing, L.P. against three conferencing service providers, including us and our subsidiary, American Teleconferencing Services, Ltd. (ATS), alleging that the defendants’ “automated telephone conferencing systems that enable [their] customers to perform multiple-party meetings and various other functions over the telephone” infringe six of plaintiff’s patents. The complaint sought undisclosed monetary damages, together with pre- and post-judgment interest, treble damages for what was alleged to be willful infringement, attorneys’ fees and costs and injunctive relief. On March 20, 2007, a multidistrict litigation panel granted a motion to consolidate 25 pending infringement suits, including our suit, brought by Katz against various defendants to the District Court in California. On June 16, 2008, the parties entered into confidential settlement and license agreements that provided for, among other things, dismissal of all claims and counterclaims with prejudice. On July 1, 2008, we made a payment to Katz for a nonexclusive, fully-paid license and release pursuant to such agreements.

     On May 18, 2007, Gibson & Co. Ins. Brokers, Inc. served an amended complaint upon us and our subsidiary, Xpedite Systems, LLC, in a purported class action entitled, Gibson & Co. Ins. Brokers, Inc., et al. v. The Quizno’s Corporation, et al., pending in U.S. District Court for the Central District of California. The underlying complaint alleges that Quizno’s sent unsolicited fax advertisements on or about November 1, 2005 in violation of the federal Telephone Consumer Protection Act of 1991, as amended, (TCPA) and seeks damages of $1,500 per fax for alleged willful conduct in sending of the faxes. On June 26, 2007, we answered the plaintiff’s amended complaint, including asserting cross-claims against the Quizno’s defendants. On June 29, 2007, the Quizno’s defendants filed their answer and asserted cross-claims against us. On July 31, 2007, the court entered an order in which it granted certain Quizno’s defendants’ motion to dismiss and denied the motion with respect to other Quizno’s entities. On September 7, 2007, plaintiff proceeded to file another amended complaint against the Quizno’s defendants, Growth Partners (Quizno’s consultant) and us. On September 21, 2007, we filed our answer and affirmative defenses. Certain Quizno’s defendants filed a Motion to Dismiss, which was denied by the Court on December 7, 2007. Subsequently, we filed cross-claims against the other defendants, and the Quizno’s defendants filed cross-claims against us. On May 9, 2008, all parties finalized a confidential term sheet for the settlement. On July 28, 2008, the parties entered into a settlement agreement and release and a motion for preliminary approval of class action settlement. The settlement is subject to approval by the court, and the court has scheduled a hearing for August 18, 2008 during which it will consider the motion to preliminarily approve the class settlement. We believe that our financial contribution to the settlement will be well below the limits of our insurance policy.

16

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

     We are also involved in various other legal proceedings which we do not believe will have a material adverse effect upon our business, financial condition or results of operations, although no assurance can be given as to the ultimate outcome of any such proceedings.

9. SEGMENT REPORTING

     Information concerning the operations in our reportable segments is as follows (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Net Revenues:
North America	$	97.1	$	88.1	$	192.1	$	176.1
Europe		33.4		25.3		63.3		50.2
Asia Pacific		31.1		24.6		59.0		47.3
	$	161.6	$	138.0	$	314.4	$	273.6
Net Income:
North America	$	1.4	$	2.2	$	8.4	$	8.9
Europe		2.4		2.6		6.3		4.3
Asia Pacific		2.0		1.0		3.1		1.6
	$	5.8	$	5.8	$	17.8	$	14.8
	June 30,		December 31,
	2008		2007
Identifiable Assets:
North America	$	500.0	$	470.5
Europe		116.3		109.9
Asia Pacific		52.5		43.7
	$	668.8	$	624.1

17

ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

     We are a global provider of on-demand, communication technologies-based business process improvement solutions. Our Premiere Global Communications Operating System (PGiCOS) supports business applications within the following solution sets – Conferencing & Collaboration, Desktop Document Solutions, Enterprise Document Solutions, Notifications & Reminders and eMarketing – within our three segments in North America, Europe and Asia Pacific.

Key highlights of our financial and strategic accomplishments during the second quarter of 2008 include:

• Grew consolidated net revenues by 17.1% in the second quarter of 2008 compared to the same period in 2007;

• Grew revenue from Conferencing & Collaboration Solutions, the largest solution set within PGiCOS, by 31.4% in the second quarter of 2008 compared to the same period in 2007; and

• Repurchased 500,000 shares of our common stock in the open market.

     Our primary corporate objectives for 2008 are focused on continuing to enhance our customer and shareholder value and building on the positive momentum we have generated in our business.

Specifically, during the remainder of the year, our plan is to:

• Focus our sales efforts on cross-selling additional PGiCOS solutions and applications into our existing base of customers;

• Develop and launch new PGiCOS business applications that meet the specific needs of targeted industries and horizontal job functions;

• Offer new pricing options, such as subscription-based pricing, to our direct sales customers similar to what we did for our web sales customers in 2007; and

• Continue to enhance our web presence, including adding greater functionality to our web portal at PGiConnect.com.

     We also plan to improve our profitability by continuing to automate our internal processes, enhancing standard access to our platform and solutions via our web services application programming interfaces (APIs) and focusing our development efforts on more highly automated applications that have shorter sales cycles and implementation times.

     We believe our success against these objectives will enable us to continue to increase our market share and grow shareholder value throughout the remainder of 2008.

     The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of net revenues and expenses during the reporting period. Actual results could differ from the estimates. See the section in this quarterly report entitled “—Significant Accounting Policies.” The following discussion and analysis provides information which we believe is relevant to an assessment and understanding of our consolidated results of operations and financial condition. This discussion should be read in conjunction with our annual report on Form 10-K for the year ended December 31, 2007.

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     The results of operations for the three and six months ended June 30, 2008 are not indicative of the results that may be expected for the full fiscal year of 2008 or for any other interim period. The financial information presented herein should be read in conjunction with our annual report on Form 10-K for the year ended December 31, 2007, which includes information and disclosures not included herein. All significant intercompany accounts and transactions have been eliminated in consolidation.

RESULTS OF OPERATIONS

     The following table presents certain financial information about our segments for the periods presented (in millions, except percent amounts):

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Net Revenues:
North America	$	97.1		$	88.1		$	192.1		$	176.1
Europe		33.4			25.3			63.3			50.2
Asia Pacific		31.1			24.6			59.0			47.3
Consolidated	$	161.6		$	138.0		$	314.4		$	273.6
Net Income:
North America	$	1.4		$	2.2		$	8.4		$	8.9
Europe		2.4			2.6			6.3			4.3
Asia Pacific		2.0			1.0			3.1			1.6
Consolidated	$	5.8		$	5.8		$	17.8		$	14.8
Percent of Consolidated Revenues:
North America		60.1	%		63.8	%		61.1	%		64.3	%
Europe		20.6	%		18.4	%		20.1	%		18.4	%
Asia Pacific		19.3	%		17.8	%		18.8	%		17.3	%
Consolidated		100.0	%		100.0	%		100.0	%		100.0	%

Net Revenues

     Consolidated net revenues increased 17.1% to $161.6 million for the three months ended June 30, 2008 compared with $138.0 million for the same period in 2007 and increased 14.9% to $314.4 million for the six months ended June 30, 2008 compared with $273.6 million for the same period in 2007. Net revenues increased in the three months ended June 30, 2008 from the same period in 2007 as a result of organic growth in our Conferencing & Collaboration Solutions net revenue, the strengthening of various currencies to the U.S. dollar and our acquisitions of Budget Conferencing, Meet24 and iLinc, offset in part by declines in broadcast fax revenue. Strengthening of various currencies to the U.S. dollar resulted in consolidated net revenues growth of approximately $7.0 million and $13.6 million for the three and six months ended June 30, 2008, respectively, as compared to the same periods in 2007.

     For the three months ended June 30, 2008 and 2007, North America operating segment net revenue was 60.1% and 63.8% of consolidated net revenues, respectively, and for the six months ended June 30, 2008 and 2007, North America net revenue was 61.1% and 64.3% of consolidated net revenues, respectively. North America operating segment net revenue increased 10.2% to $97.1 million for the three months ended June 30, 2008 compared with $88.1 million for the same period in 2007 and increased 9.1% to $192.1 million for the six months ended June 30, 2008 compared with $176.1 million for the same period in 2007. These increases in segment net revenue were attributable primarily to organic growth in our Conferencing & Collaboration Solutions net revenue and our acquisitions of Budget Conferencing and iLinc, offset in part by declines in our broadcast fax net revenue. Fluctuations in foreign exchange rates from our Canadian operations resulted in segment net revenue growth of approximately $0.4 million and $1.2 million for the three and six months ended June 30, 2008, respectively, as compared to the same periods in 2007. Our Conferencing & Collaboration Solutions net revenue in North America was approximately $77.1 million and $65.6 million for the three months ended June 30, 2008 and 2007,

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respectively, and $151.6 million and $131.4 million for the six months ended June 30, 2008 and 2007, respectively. Our broadcast fax net revenue in North America was approximately $3.1 million and $4.7 million for the three months ended June 30, 2008 and 2007, respectively, and $6.7 million and $9.4 million for the six months ended June 30, 2008 and 2007, respectively. Our North America net revenue, exclusive of Conferencing & Collaboration Solutions net revenue and broadcast fax net revenue, was approximately $16.9 million and $17.7 million for the three months ended June 30, 2008 and 2007, respectively, and $33.8 million and $35.2 million for the six months ended June 30, 2008 and 2007, respectively.

     For the three months ended June 30, 2008 and 2007, Europe operating segment net revenue was 20.6% and 18.4% of consolidated net revenues, respectively, and for the six months ended June 30, 2008 and 2007, Europe operating segment net revenue was 20.1% and 18.4% of consolidated net revenues, respectively. Europe operating segment net revenue increased 31.5% to $33.4 million for the three months ended June 30, 2008 compared with $25.3 million for the same period in 2007 and increased 25.9% to $63.3 million for the six months ended June 30, 2008 compared with $50.2 million for the same period in 2007. These increases in Europe segment net revenue were attributable primarily to organic growth in our Conferencing & Collaboration Solutions net revenue, our acquisition of Meet24 and the strengthening of the Euro to the U.S. dollar, offset in part by declines in our broadcast fax net revenue. Fluctuations in foreign exchange rates resulted in Europe operating segment net revenue growth of approximately $3.5 million and $6.7 million for the three and six months ended June 30, 2008, respectively, as compared to the same periods in 2007. Our Conferencing & Collaboration Solutions net revenue in Europe was approximately $21.3 million and $10.6 million for the three months ended June 30, 2008 and 2007, respectively, and $39.1 million and $20.5 million for the six months ended June 30, 2008 and 2007, respectively. Our broadcast fax net revenue in Europe was approximately $3.9 million and $6.5 million for the three months ended June 30, 2008 and 2007, respectively, and $7.9 million and $12.9 million for the six months ended June 30, 2008 and 2007, respectively. Our Europe net revenue, exclusive of Conferencing & Collaboration Solutions net revenue and broadcast fax net revenue, was approximately $8.1 million and $8.3 million for the three months ended June 30, 2008 and 2007, respectively, and $16.3 million and $16.8 million for the six months ended June 30, 2008 and 2007, respectively.

     For the three months ended June 30, 2008 and 2007, Asia Pacific operating segment net revenue was 19.3% and 17.8% of consolidated net revenues, respectively, and for the six months ended June 30, 2008 and 2007, Asia Pacific operating segment net revenue was 18.8% and 17.3% of consolidated net revenues, respectively. Asia Pacific operating segment net revenue increased 26.6% to $31.1 million for the three months ended June 30, 2008 compared with $24.6 million for the same period in 2007 and increased 24.7% to $59.0 million for the six months ended June 30, 2008 compared with $47.3 million for the same period in 2007. These increases in segment net revenue were attributable primarily to organic growth in our Conferencing & Collaboration Solutions net revenue and the strengthening of the Australian dollar and Japanese Yen to the U.S. dollar. Fluctuations in foreign exchange rates resulted in segment net revenue growth of approximately $3.1 million and $5.6 million for the three and six months ended June 30, 2008, respectively, as compared to the same periods in 2007. Our Conferencing & Collaboration Solutions net revenue in Asia Pacific was approximately $15.3 million and $10.3 million for the three months ended June 30, 2008 and 2007, respectively, and $28.2 million and $19.4 million for the six months ended June 30, 2008 and 2007, respectively. Our broadcast fax net revenue in Asia Pacific was approximately $8.4 million and $8.2 million for the three months ended June 30, 2008 and 2007, respectively, and $16.6 million and $16.1 million for the six months ended June 30, 2008 and 2007, respectively. Our Asia Pacific net revenue, exclusive of Conferencing & Collaboration Solutions net revenue and broadcast fax net revenue, was approximately $7.4 million and $6.0 million for the three months ended June 30, 2008 and 2007, respectively, and $14.3 million and $11.8 million for the six months ended June 30, 2008 and 2007, respectively.

Cost of Revenues

	Three Months Ended June 30,				Change		Six Months Ended June 30,				Change
	2008		2007		$	%	2008		2007		$	%
North America	$	41.0	$	35.2	5.8	16.5	$	80.0	$	69.1	10.9	15.7
Europe		11.1		9.2	1.9	20.1		21.0		17.8	3.2	17.9
Asia Pacific		14.1		12.4	1.7	14.2		26.9		23.8	3.1	13.3
Consolidated	$	66.2	$	56.8	9.4	16.6	$	127.9	$	110.7	17.2	15.5

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	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Cost of revenues as a percent of net revenues:
North America	42.2	%	40.0	%	41.6	%	39.2	%
Europe	33.2	%	36.3	%	33.2	%	35.4	%
Asia Pacific	45.4	%	50.3	%	45.6	%	50.3	%
Consolidated	41.0	%	41.1	%	40.7	%	40.4	%

     Consolidated cost of revenues as a percentage of consolidated net revenues was 41.0% and 41.1% for the three months ended June 30, 2008 and 2007, respectively, and 40.7% and 40.4% for the six months ended June 30, 2008 and 2007, respectively. Consolidated cost of revenues increased 16.6% to $66.2 million for the three months ended June 30, 2008 compared with $56.8 million for the same period in 2007 and increased 15.5% to $127.9 million for the six months ended June 30, 2008 compared with $110.7 million for the same period in 2007. Consolidated cost of revenues as a percentage of consolidated net revenues remained relatively flat in the three and six months ended June 30, 2008 as compared to the same periods in 2007 primarily as a result of growth in higher cost of net revenue large enterprise customers in Conferencing & Collaboration Solutions net revenue in our North America operating segment, offset in part by cost reductions primarily from our North America and Europe operating segment service delivery organization re-engineering efforts which began in the second quarter of 2007 and network upgrades to our fax delivery platform in our Asia Pacific and Europe operating segments during the second half of 2007. Fluctuations in foreign exchange rates resulted in consolidated cost of revenues growth of approximately $2.9 million and $5.5 million for the three and six months ended June 30, 2008, respectively, as compared to the same periods in 2007.

     For the three months ended June 30, 2008 and 2007, North America operating segment cost of revenue was 42.2% and 40.0% of operating segment net revenue, respectively, and for the six months ended June 30, 2008 and 2007, North America operating segment cost of revenue was 41.6% and 39.2% of segment net revenue, respectively. North America operating segment cost of revenue increased 16.5% to $41.0 million for the three months ended June 30, 2008 compared with $35.2 million for the same period in 2007 and increased 15.7% to $80.0 million for the six months ended June 30, 2008 compared with $69.1 million for the same period in 2007. North America operating segment cost of revenue increased as a percentage of operating segment net revenue primarily as a result of growth in higher cost of net revenue large enterprise customers in Conferencing & Collaborations Solutions net revenue offset by a decline in our lower cost of revenue broadcast fax net revenue. Fluctuations in foreign exchange rates resulted in segment cost of revenue growth of approximately $0.1 million and $0.3 million for the three and six months ended June 30, 2008, respectively, as compared to the same periods in 2007.

     For the three months ended June 30, 2008 and 2007, Europe operating segment cost of revenue was 33.2% and 36.3% of operating segment net revenue, respectively, and for the six months ended June 30, 2008 and 2007, Europe operating segment cost of revenue was 33.2% and 35.4% of operating segment net revenue, respectively. Europe operating segment cost of revenue increased 20.1% to $11.1 million for the three months ended June 30, 2008 compared with $9.2 million for the same period in 2007 and increased17.9% to $21.0 million for the six months ended June 30, 2008 compared with $17.8 million for the same period in 2007. Europe operating segment cost of revenue decreased as a percentage of operating segment net revenues primarily as a result of declines in higher cost of revenue broadcast fax net revenue, growth in lower cost of revenue from Conferencing & Collaboration net revenue and cost savings associated with our Europe operating segment service delivery organization re-engineering efforts which began in the second quarter of 2007 and network upgrades to our fax delivery platform in the first half of 2008. Fluctuations in foreign exchange rates resulted in segment cost of revenues growth of approximately $1.3 million and $2.4 million for the three and six months ended June 30, 2008, respectively, as compared to the same periods in 2007.

     For the three months ended June 30, 2008 and 2007, Asia Pacific operating segment cost of revenue was 45.4% and 50.3% of operating segment net revenue, respectively, and for the six months ended June 30, 2008 and 2007, Asia Pacific operating cost of revenue was 45.6% and 50.3% of operating segment net revenue, respectively. Asia Pacific operating segment cost of revenue increased 14.2% to $14.1 million for the three months ended June

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30, 2008 compared with $12.4 million for the same period in 2007 and increased 13.3% to $26.9 million for the six months ended June 30, 2008 compared with $23.8 million for the same period in 2007. Asia Pacific operating segment cost of revenue decreased as a percentage of operating segment net revenue as a result of network cost savings related to upgrades in our fax delivery platform during the second half of 2007 and growth in lower cost revenue Conferencing & Collaboration Solutions net revenue. Fluctuations in foreign exchange rates resulted segment cost of revenue growth of approximately $1.5 million and $2.8 million for the three and six months ended June 30, 2008, respectively, as compared to the same periods in 2007.

Selling and Marketing Expenses

	Three Months Ended June 30,				Change		Six Months Ended June 30,				Change
	2008		2007		$	%	2008		2007		$	%
North America	$	23.7	$	21.7	2.0	8.7	$	47.1	$	45.2	1.9	4.2
Europe		9.9		7.5	2.4	33.2		20.1		15.3	4.8	31.7
Asia Pacific		6.6		5.2	1.4	27.8		12.9		10.4	2.5	23.8
Consolidated	$	40.2	$	34.4	5.8	16.9	$	80.1	$	70.9	9.2	13.0

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Selling and marketing expenses as a percent of net revenues:
North America	24.4	%	24.7	%	24.5	%	25.7	%
Europe	29.8	%	29.4	%	31.7	%	30.3	%
Asia Pacific	21.3	%	21.1	%	21.8	%	22.0	%
Consolidated	24.9	%	24.9	%	25.5	%	25.9	%

     Consolidated selling and marketing expenses as a percentage of consolidated net revenues were 24.9% and 24.9% for the three months ended June 30, 2008 and 2007, respectively, and 25.5% and 25.9% for the six months ended June 30, 2008 and 2007, respectively. Consolidated selling and marketing expenses increased 16.9% to $40.2 million for the three months ended June 30, 2008 compared with $34.4 million for the same period in 2007 and increased 13.0% to $80.1 million for the six months ended June 30, 2008 compared with $70.9 million for the same period in 2007. The increase in selling and marketing expenses resulted primarily from our acquisitions of Budget Conferencing and Meet24, investment in selling and marketing resources in all operating segments and the strengthening of various currencies to the US dollar. Fluctuations in foreign exchange rates resulted in selling and marketing expenses growth of approximately $1.8 million and $3.5 million for the three and six months ended June 30, 2008, respectively, as compared to the same periods in 2007.

     For the three months ended June 30, 2008 and 2007, North America operating segment selling and marketing expenses were 24.4% and 24.7% of operating segment net revenue, respectively, and for the six months ended June 30, 2008 and 2007, North America operating segment selling and marketing expenses were 24.5% and 25.7% of operating segment net revenue, respectively. North America operating segment selling and marketing expenses increased 8.7% to $23.7 million for the three months ended June 30, 2008 compared with $21.7 million for the same period in 2007 and increased 4.2% to $47.1 million for the six months ended June 30, 2008 compared with $45.2 million for the same period in 2007. North America operating segment selling and marketing expenses increased primarily as a result of our acquisition of Budget Conferencing and the strengthening of the Canadian Dollar against the U.S. dollar offset in part by increased optimization of selling and marketing expense toward growth in our Conferencing & Collaboration Solutions net revenue. Fluctuations in foreign exchange rates related primarily to the Canadian Dollar resulted in operating segment selling and marketing expenses growth of approximately $0.1 million and $0.2 million for the three and six months ended June 30, 2008, respectively, as compared to the same periods in 2007.

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     For the three months ended June 30, 2008 and 2007, Europe operating segment selling and marketing expenses were 29.8% and 29.4% of operating segment net revenue, respectively, and for the six months ended June 30, 2008 and 2007, Europe operating segment selling and marketing expenses were 31.7% and 30.3% of operating segment net revenue, respectively. Europe selling and marketing expense increased 33.2% to $9.9 million for the three months ended June 30, 2008 compared with $7.5 million for the same period in 2007 and increased 31.7% to $20.1 million for the six months ended June 30, 2008 compared with $15.3 million for the same period in 2007. Europe operating segment selling and marketing expenses increased primarily as a result of our acquisition of Meet24, strengthening of the Euro against the U.S. dollar and investment in selling and marketing resources in our Conferencing & Collaboration Solutions. Fluctuations in foreign exchange rates related primarily to the Euro resulted in operating segment selling and marketing expenses growth of approximately $1.0 million and $2.0 million for the three and six months ended June 30, 2008, respectively, as compared to the same periods in 2007.

     For the three months ended June 30, 2008 and 2007, Asia Pacific operating segment selling and marketing expenses were 21.3% and 21.1% of operating segment net revenue, respectively, and for the six months ended June 30, 2008 and 2007, Asia Pacific operating segment selling and marketing expenses were 21.8% and 22.0% of operating segment net revenue, respectively. Asia Pacific operating segment selling and marketing expenses increased 27.8% to $6.6 million for the three months ended June 30, 2008 compared with $5.2 million for the same period in 2007 and increased 23.8% to $12.9 million for the six months ended June 30, 2008 compared with $10.4 million for the same period in 2007. Asia Pacific operating segment selling and marketing expenses increased primarily as a result of the strengthening of the Australian Dollar and Japanese Yen against the U.S. dollar and investment in selling and marketing resources in our Conferencing & Collaboration Solutions. Fluctuations in foreign exchange rates associated with the Australian Dollar and Japanese Yen resulted in operating segment selling and marketing expenses growth of approximately $0.6 million and $1.2 million for the three and six months ended June 30, 2008, respectively, as compared to the same periods in 2007.

Research and Development Expenses

     Consolidated research and development expenses as a percentage of consolidated net revenues were 2.6% and 2.4% for the three months ended June 30, 2008 and 2007, respectively, and 2.6% and 2.5% for the six months ended June 30, 2008 and 2007, respectively. Consolidated research and development expenses increased 24.3% to $4.2 million for the three months ended June 30, 2008 compared with $3.3 million for the same period in 2007 and increased 21.3% to $8.2 million for the six months ended June 30, 2008 compared with $6.8 million for the same period in 2007. The increase in research and development expenses is primarily associated with additional resources invested in the maintenance and support of our Conferencing & Collaboration Solutions, our Notifications & Reminders Solutions and the establishment of a new web development organization in North America. Costs associated with product development are capitalized as internally developed software, as part of “Property and Equipment, Net” in our condensed consolidated balance sheets, whereas management overhead, facilities costs and maintenance activities are expensed as research and development. For the three months ended June 30, 2008 and 2007, we capitalized software development costs of approximately $4.4 million and $2.8 million, respectively, and for the six months ended June 30, 2008 and 2007, we capitalized software development costs of approximately $8.1 million and $5.0 million, respectively. The majority of research and development expenses were incurred in North America.

General and Administrative Expenses

	Three Months Ended June 30,					Change				Six Months Ended June 30,				Change
	2008		2007			$		%		2008		2007		$		%
North America	$	10.7		$	12.7	(2.0	)	(15.9	)	$	21.8	$	24.3	(2.5	)	(10.2	)
Europe		3.4			2.9	0.5		18.9			6.4		5.8	0.6		10.2
Asia Pacific		2.6			1.7	0.9		53.0			4.8		3.8	1.0		26.1
Consolidated	$	16.7		$	17.3	(0.6	)	(3.2	)	$	33.0	$	33.9	(0.9	)	(2.7	)

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	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
General and administrative expenses as a percent of net revenues:
North America	11.0	%	14.4	%	11.4	%	13.8	%
Europe	10.4	%	11.5	%	10.1	%	11.6	%
Asia Pacific	8.4	%	7.0	%	8.0	%	8.0	%
Consolidated	10.4	%	12.5	%	10.5	%	12.4	%

     Consolidated general and administrative expenses as a percentage of consolidated net revenues were 10.4% and 12.5% for the three months ended June 30, 2008 and 2007, respectively, and 10.5% and 12.4% for the six months ended June 30, 2008 and 2007, respectively. Consolidated general and administrative expenses decreased 3.2% to $16.7 million for the three months ended June 30, 2008 compared with $17.3 million for the same period in 2007 and decreased 2.7% to $33.0 million for the six months ended June 30, 2008 compared with $33.9 million for the same period in 2007. The decrease in general and administrative expenses is primarily the result of not incurring proxy-related costs during the six months ended June 30, 2008 which were incurred during the same period in 2007 related to our proxy contest settled in April 2007, offset in part by our acquisitions of Budget Conferencing and Meet24 and the strengthening of the Euro, Australian dollar and Japanese Yen against the US dollar. Fluctuations in foreign exchange rates resulted in general and administrative expenses growth of approximately $0.6 million and $1.3 million for the three and six months ended June 30, 2008, respectively, as compared to the same periods in 2007.

     For the three months ended June 30, 2008 and 2007, North America operating segment general and administrative expenses were 11.0% and 14.4% of operating segment net revenue, respectively, and for the six months ended June 30, 2008 and 2007, North America general and administrative expenses were 11.4% and 13.8% of operating segment net revenue, respectively. North America operating segment general and administrative expenses decreased 15.9% to $10.7 million for the three months ended June 30, 2008 compared with $12.7 million for the same period in 2007 and decreased 10.2% to $21.8 million for the six months ended June 30, 2008 compared with $24.3 million for the same period in 2007. North America operating segment general and administrative expenses decreased primarily as a result of the cessation of proxy-related costs during the six months ended June 30, 2007, offset in part by our acquisition of Budget Conferencing. Fluctuations in foreign exchange rates resulted in segment general and administrative expenses growth of approximately $0.0 million and $0.1 million for the three and six months ended June 30, 2008, respectively, as compared to the same periods in 2007.

     For the three months ended June 30, 2008 and 2007, Europe operating segment general and administrative expenses were 10.4% and 11.5% of segment net revenue, respectively, and for the six months ended June 30, 2008 and 2007, Europe operating segment general and administrative expenses were 10.1% and 11.6% of segment net revenue, respectively. Europe operating segment general and administrative expenses increased 18.9% to $3.4 million for the three months ended June 30, 2008 compared with $2.9 million for the same period in 2007 and increased 10.2% to $6.4 million for the six months ended June 30, 2008 compared with $5.8 million for the same period in 2007. Europe operating segment general and administrative expenses increased primarily as a result of the strengthening of the Euro against the U.S. dollar and our acquisition of Meet24, offset in part by a reduction in finance and accounting costs from our centralization plan which began in the first quarter of 2007. Fluctuations in foreign exchange rates, primarily related to the Euro, resulted in segment general and administrative expenses growth of approximately $0.4 million and $0.8 million for the three and six months ended June 30, 2008, respectively, as compared to the same periods in 2007.

     For the three months ended June 30, 2008 and 2007, Asia Pacific operating segment general and administrative expenses were 8.4% and 7.0% of operating segment net revenue, respectively, and for the six months ended June 30, 2008 and 2007, Asia Pacific operating segment general and administrative expenses were 8.0% and 8.0% of operating segment net revenue, respectively. Asia Pacific operating segment general and administrative expenses increased 53% to $2.6 million for the three months ended June 30, 2008 compared with $1.7 million for the same period in 2007 and increased 26.1% to $4.8 million for the six months ended June 30, 2008 compared with $3.8 million for the same period in 2007. Asia Pacific operating segment general and administrative expenses

24

increased primarily as a result of the strengthening of the Australian Dollar and Japanese Yen against the U.S. dollar. Fluctuations in foreign exchange rates related to the Australian Dollar and Japanese Yen resulted in operating segment general and administrative expenses growth of approximately $0.2 million and $0.4 million for the three and six months ended June 30, 2008, respectively, as compared to the same periods in 2007.

State Excise Tax Expense

     During the second quarter of 2008, we were made aware that certain of our Conferencing & Collaboration Solutions may be subject to a certain state’s telecommunications excise tax statutes. We are currently working with this state’s department of revenue to bring to resolution this matter which spans tax years 2001–2007. Accordingly, we have accrued approximately $4.0 million of excise tax and interest for the applicable time period as of June 30, 2008. We recorded approximately $2.9 million in “Operating expenses” and $1.1 million in “Interest expense” in our condensed consolidated statements of operations.

Depreciation Expense

	Three Months Ended June 30,				Change		Six Months Ended June 30,				Change
	2008		2007		$	%	2008		2007		$	%
North America	$	6.8	$	5.7	1.1	17.7	$	12.5	$	11.3	1.2	10.3
Europe		0.9		0.8	0.1	21.0		1.9		1.6	0.3	17.0
Asia Pacific		0.9		0.7	0.2	28.4		1.4		1.4	0.0	6.2
Consolidated	$	8.6	$	7.2	1.4	19.0	$	15.8	$	14.3	1.5	10.7

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Depreciation expense as a percent of net revenues:
North America	7.0	%	6.6	%	6.5	%	6.4	%
Europe	2.8	%	3.1	%	3.0	%	3.2	%
Asia Pacific	2.7	%	2.7	%	2.5	%	2.9	%
Consolidated	5.3	%	5.2	%	5.0	%	5.2	%

     Consolidated depreciation expense as a percentage of consolidated net revenues was 5.3% and 5.2% for the three months ended June 30, 2008 and 2007, respectively, and 5.0% and 5.2% for the six months ended June 30, 2008 and 2007, respectively. Consolidated depreciation expense increased 19.0% to $8.6 million for the three months ended June 30, 2008 compared with $7.2 million for the same period in 2007 and increased 10.7% to $15.8 million for the six months ended June 30, 2008 compared with $14.3 million for the same period in 2007. Consolidated depreciation expense for the three and six months ended June 30, 2008 increased compared to the same periods in the prior year primarily due to increases in our productive asset base, offset in part by a one-time adjustment during the three months ended March 31, 2008 of $0.7 million as a result of management’s review of a specific group of assets that were not assigned an appropriate economic life. The resulting change in economic life for this group of assets will result in less than $0.7 million in annual depreciation expense reduction in future annual periods.

     North America operating segment depreciation expense totaled $6.8 million and $5.7 million, or 7.0% and 6.6% of operating segment net revenue, for the three months ended June 30, 2008 and 2007, respectively, and $12.5 million and $11.3 million, or 6.5% and 6.4% of operating segment net revenue, for the six months ended June 30, 2008 and 2007, respectively. Europe operating segment depreciation expense totaled $0.9 million and $0.8 million, or 2.8% and 3.1% of operating segment net revenue, for the three months ended June 30, 2008 and 2007, respectively, and $1.9 million and $1.6 million, or 3.0% and 3.2% of operating segment net revenue, for the six months ended June 30, 2008 and 2007, respectively. Asia Pacific operating segment depreciation expense totaled $0.9 million and $0.7 million, or 2.7% and 2.7% of operating segment net revenue, for the three months ended June

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30, 2008 and 2007, respectively, and $1.4 million and $1.4 million, or 2.5% and 2.9% of operating segment net revenue, for the six months ended June 30, 2008 and 2007, respectively.

Amortization Expense

	Three Months Ended June 30,				Change				Six Months Ended June 30,				Change
	2008		2007		$		%		2008		2007		$		%
North America	$	2.9	$	3.1	(0.2	)	(6.5	)	$	6.1	$	6.2	(0.1	)	(2.4	)
Europe		0.9		0.4	0.5		144.3			1.9		0.7	1.2		163.6
Asia Pacific		0.1		0.1	0.0		13.6			0.2		0.2	0.0		13.3
Consolidated	$	3.9	$	3.6	0.3		8.9		$	8.2	$	7.1	1.1		14.2

	Three Months Ended June 30,					Six Months Ended June 30,
	2008		2007			2008		2007
Amortization expense as a percent of net revenues:
North America	3.0	%		3.6	%	3.2	%	3.5	%
Europe	2.6	%		1.4	%	2.9	%	1.4	%
Asia Pacific	0.4	%		0.4	%	0.4	%	0.5	%
Consolidated	2.4	%		2.6	%	2.6	%	2.6	%

     Consolidated amortization expense as a percentage of consolidated net revenues was 2.4% and 2.6% for the three months ended June 30, 2008 and 2007, respectively, and 2.6% and 2.6% for the six months ended June 30, 2008 and 2007, respectively. Consolidated amortization expense increased 8.9% to $3.9 million for the three months ended June 30, 2008 compared with $3.6 million for the same period in 2007 and increased 14.2% to $8.2 million for the six months ended June 30, 2008 compared with $7.1 million for the same period in 2007.

     North America operating segment amortization expense totaled $2.9 million and $3.1 million, or 3.0% and 3.6% of operating segment net revenue, for the three months ended June 30, 2008 and 2007, respectively, and $6.1 million and $6.2 million, or 3.2% and 3.5% of operating segment net revenue, for the six months ended June 30, 2008 and 2007, respectively. Europe operating segment amortization expense totaled $0.9 million and $0.4 million, or 2.6% and 1.4% of operating segment net revenue, for the three months ended June 30, 2008 and 2007, respectively, and $1.9 million and $0.7 million, or 2.9% and 1.4% of operating segment net revenue, for the six months ended June 30, 2008 and 2007, respectively. Asia Pacific operating segment amortization expense totaled $0.1 million and $0.1 million, or 0.4% and 0.4% of operating segment net revenue, for the three months ended June 30, 2008 and 2007, respectively, and $0.2 million and $0.2 million, or 0.4% and 0.5% of operating segment net revenue, for the six months ended June 30, 2008 and 2007, respectively. The decrease in amortization expense in our North America operating segment is primarily associated with customer list intangible assets related to acquisitions made in 2003 that have become fully amortized, offset in part by our acquisitions of Budget Conferencing and iLinc. The increase in amortization expense in our Europe operating segment is primarily associated with our acquisition of Meet24.

Restructuring Costs

Realignment of workforce – 2008

     During the quarter ended June 30, 2008, we executed a restructuring plan to consolidate the senior management of our technology development and network operations functions and to consolidate our corporate communications function into our marketing department. As part of these consolidations, we eliminated 11 positions, including entering into a separation agreement with our president, global operations. We incurred approximately $3.4 million in severance costs associated with the elimination of these positions. On a segment basis, these restructuring costs were $2.0 million in North America, $1.3 million in Europe and $0.1 million in Asia Pacific. During the three months ended June 30, 2008, we paid approximately $0.5 million related to these severance and exit costs in cash and released $0.5 million in restricted stock awards. Our reserve for the 2008 restructuring costs was approximately $2.4 million at June 30, 2008. We anticipate these remaining costs will be paid over the next twelve months.

Realignment of workforce – 2007

     In 2007, we executed a restructuring plan to consolidate our non-Conferencing & Collaboration Solutions service delivery organizations. As part of this consolidation we eliminated 84 positions. We incurred approximately $4.1 million in severance costs associated with the elimination of these positions and $0.1 million of lease termination costs associated with our Paris, France office. On a segment basis, these restructuring costs were $1.1 million in North America, $2.7 million in Europe and $0.4 million in Asia Pacific. During the three and six months ended June 30, 2008, we paid approximately $0.1 million and $0.7 million, respectively, related to these severance and exit costs. During the six months ended June 30, 2008, we adjusted our restructuring reserve by approximately $0.1 million as a result of actual severance payments to certain individuals being less than originally estimated. Our reserve for the 2007 restructuring costs was approximately $0.1 million at June 30, 2008. We anticipate the remaining costs will be paid during 2008.

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Realignment of workforce – 2006

     In 2006, we executed a restructuring plan to streamline the management of our business on a geographic regional basis from our former Conferencing & Collaboration and Data Communications business segments. As part of this streamlining, we eliminated approximately 100 positions within customer service, finance, operations and sales and marketing. In the fourth quarter of 2006, we entered into a separation agreement with our former chief investment officer. We incurred approximately $8.0 million in severance costs associated with these positions, which included the issuance of restricted stock having a fair value of $0.6 million. Additionally, we incurred $0.6 million of lease termination costs associated with five locations within North America. On a segment basis, these restructuring costs were $4.6 million in North America, $3.3 million in Europe and $0.7 million in Asia Pacific. During the three and six months ended June 30, 2008, we paid approximately $10,000 and $0.1 million related to these severance and exit costs, respectively. All restructuring obligations related to the 2006 reserve were paid as of June 30, 2008.

     Amounts paid in the three and six months ended June 30, 2008 for restructuring costs incurred prior to 2006 totaled $0.2 million and $0.4 million, respectively. At June 30, 2008, our reserve for restructuring costs incurred prior to 2006 totaled $2.0 million and is associated with lease termination costs. We anticipate these remaining lease termination costs will be paid over the next eight years.

Net Legal Settlements and Related Expenses

     During the quarter ended June 30, 2008 we settled several litigation matters, including certain matters described in Note 8. “Commitments and Contingencies” and Part II, “Item 1. Legal Proceedings,” resulting in net legal settlements and related expenses of approximately $1.6 million.

Interest Expense, Net

     Interest expense, net increased to $5.4 million from $2.5 million for the three months ended June 30, 2008 and 2007, respectively, and increased to $9.8 million from $4.7 million for the six months ended June 20, 2008 and 2007, respectively. Interest expense, net increased primarily as a result of increased interest expense related to the increased average outstanding balance on our credit facility along with a $1.1 million non-recurring charge for interest related to the excise tax matter discussed above. The average outstanding balance on our credit facility was $284.6 million and $184.9 million for the three months ended June 30, 2008 and 2007, respectively. The average outstanding balance on our credit facility was $283.7 million and $162.9 million for the six months ended June 30, 2008 and 2007, respectively. This increase in borrowings is attributable to funding our $122.6 million self-tender offer and our acquisitions of Budget Conferencing and Meet24.

Other, Net

     Other, net decreased to $0.0 million from $0.2 million for the three months ended June 30, 2008 and 2007, respectively, and increased to $0.8 million from $0.7 million for the six months ended June 30, 2008 and 2007, respectively. Other, net was comprised primarily of foreign exchange gains related to cash settlements of intercompany transactions and the revaluation of foreign currency denominated intercompany payables and receivables with the U.S. during the three and six months ended June 30, 2008.

Acquisitions

     We seek to acquire complementary companies that increase our market share and provide us with additional customers, technologies, applications and sales personnel. All revenues and related costs from these transactions have been included in our condensed consolidated financial statements as of the effective date of each acquisition.

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North America

     In May 2008, we acquired certain assets of the audio conferencing business of iLinc. We paid $3.9 million in cash at closing and $0.1 million in transaction fees and closing costs. We funded the purchase with cash and equivalents on hand. We followed SFAS No. 141, and approximately $0.6 million was allocated to acquired working capital, $0.8 million was allocated to other acquisition liabilities and $1.2 million was allocated to identifiable intangible assets which will be amortized over five years. We have not yet finalized the working capital component of the purchase price. The residual $3.0 million of the aggregate purchase price was allocated to goodwill, which is subject to a periodic impairment assessment in accordance with SFAS No. 142.

     In July 2007, we acquired the assets and stock of Budget Conferencing. We paid $19.8 million in cash at closing and $0.6 million in transaction fees and closing costs. In June 2008, we paid an additional $0.7 million in cash to finalize the working capital component of the purchase price. We funded the purchase through our credit facility. We followed SFAS No. 141, and approximately $0.2 million was allocated to acquired fixed assets, $0.1 million was allocated to other acquisition liabilities, $6.6 million was allocated to identifiable customer lists, $1.3 million was allocated to trademarks and $1.4 million was allocated to a non-compete agreement, with the identifiable customer lists and non-compete agreements amortized over five years. In addition, $2.6 million was allocated to long-term deferred tax liabilities to record the step-up in basis for the customer lists and developed technology purchased. The residual $14.3 million of the aggregate purchase price was allocated to goodwill, which is subject to a periodic impairment assessment in accordance with SFAS No. 142.

Europe

     In November 2007, we acquired the stock of Meet24. We paid $26.3 million in cash at closing and $0.2 million in transaction fees and closing costs. We funded the purchase through our credit facility and cash and equivalents on hand. We followed SFAS No. 141, and approximately $0.2 million was allocated to acquired fixed assets, $1.4 million was allocated to acquired working capital, $0.9 million was allocated to acquired deferred tax assets, $3.8 million was allocated to other acquisition liabilities, $8.8 million was allocated to identifiable customer lists and $0.7 million was allocated to a non-compete agreement, with the identifiable customer lists and non-compete agreements amortized over five years. In addition, $2.7 million was allocated to long-term deferred tax liabilities. We have not yet finalized the working capital component of the purchase price. The residual $21.0 million of the aggregate purchase price was allocated to goodwill, which is subject to a periodic impairment assessment in accordance with SFAS No. 142. The goodwill balance related to the Meet24 acquisition totaled $21.8 million at June 30, 2008, which was impacted by foreign currency fluctuations of $1.3 million and working capital adjustments of $0.5 million for the six months ended June 30, 2008. In 2008, we paid $2.8 million in cash to a third-party escrow account to satisfy a certain acquisition liability.

Liquidity and Capital Resources

     At June 30, 2008, we had $24.8 million in cash and equivalents compared to $18.3 million at December 31, 2007. Cash balances residing outside of the U.S. at June 30, 2008 were $23.8 million compared to $19.4 million at December 31, 2007. We repatriate cash for repayment of royalties and management fees charged to international locations from the U.S. Therefore, foreign exchange gains and losses resulting from these transactions are recorded in “Other, net” in our condensed consolidated statements of operations. Intercompany loans with foreign subsidiaries are generally considered to be permanently invested for the foreseeable future. Therefore, foreign exchange fluctuations resulting from these transactions are recorded in the cumulative translation adjustment account on the face of our condensed consolidated balance sheets. Based on our potential cash position and potential conditions in the capital markets, we could require repayment of these loans despite the long-term intention to hold them as permanent investments. At June 30, 2008, we had approximately $98.1 million of availability under our existing $375.0 million credit facility, without regard to the uncommitted $25.0 million of the accordion feature. For a discussion of our credit facility, see “—Capital resources.”

Cash provided by operating activities

     Net cash provided by operating activities totaled $39.6 million for the six months ended June 30, 2008 compared to $37.0 million for the same period in 2007. The increase in net cash provided by operating activities is

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primarily due to the timing of income tax and state sales tax payments and the timing of payments for restructuring costs.

Cash used in investing activities

     Cash used in investing activities totaled $35.2 million for the six months ended June 30, 2008 compared to $21.6 million for the same period in 2007. The principal uses of cash used in investing activities for the six months ended June 30, 2008 included $26.8 million of capital expenditures and an aggregate of $8.4 million related to current year business acquisitions and working capital settlements for prior year acquisitions. The principal uses of cash used in investing activities for the six months ended June 30, 2007 included $20.2 million of capital expenditures and an aggregate of $1.3 million related to the payment of non-compete obligations from prior year acquisitions.

Cash provided by or used in financing activities

     Cash provided by financing activities for the six months ended June 30, 2008 totaled $2.2 million compared with cash used in financing activities of $8.1 million for the same period in 2007. Cash provided by financing activities for the six months ended June 30, 2008 included approximately $8.4 million of net proceeds on our credit facility and approximately $2.2 million of proceeds from stock option exercises, offset by approximately $9.2 million of treasury stock purchases of which $2.3 million was associated with the netting of shares to pay certain employees’ income tax withholding due upon the vesting of restricted stock awards and $6.9 million was associated with the purchase of treasury stock. Cash used in financing activities for the six months ended June 30, 2007 included $124.5 million of treasury stock purchases, of which $122.6 million was associated with the shares repurchased in our self-tender offer, $0.9 million was associated with capitalized costs related to our self-tender offer and $1.0 million associated with the netting of shares to pay certain employees’ income tax withholding due upon the vesting of restricted stock awards, offset by $107.2 million of net borrowings on our line of credit and $6.9 million of proceeds from stock option exercises.

Off-balance sheet arrangements

     At June 30, 2008, we did not have any off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

State sales tax and excise tax

     We have reserves for certain state sales tax contingencies based on the likelihood of obligation in accordance with SFAS No. 5. Historically, we have collected and remitted sales tax from our non-Conferencing & Collaboration Solutions customers in applicable states, but have not collected and remitted state sales tax from our Conferencing & Collaboration Solutions customers in all applicable jurisdictions.

     We were audited by the Commonwealth of Massachusetts Department of Revenue claiming that our Conferencing & Collaboration Solutions are subject to sales tax in Massachusetts. In March 2006, we began assessing sales tax to our customers in Massachusetts as a result of this audit. In July 2006, we paid an initial payment of approximately $1.2 million to the Commonwealth of Massachusetts Department of Revenue for taxable years prior to 2005. We made an additional payment of $0.5 million in January 2008 associated with taxable years prior to 2005. In April 2008, we filed returns for January 2005 to February 2006 and made another payment of $0.3 million.

     In March 2007, we were notified by the State of Illinois regarding the taxability of our Conferencing & Collaboration Solutions, and we began assessing sales tax to our Conferencing & Collaboration customers in Illinois in April 2007. In April 2007, we filed returns and paid approximately $0.6 million to the Illinois Department of Revenue for taxable periods prior to March 2007. Additional amounts may be due as these returns are audited.

     During the first quarter of 2008, an outstanding audit with the State of New York related to our former operating segment, Voicecom, which was discontinued in 2001, was completed and payment in the amount of $1.7 million was made for outstanding telecommunications excise taxes.

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     During the second quarter of 2008, we were made aware that certain of our Conferencing & Collaboration Solutions may be subject to a certain state’s telecommunications excise tax statutes. We are currently working with this state’s department of revenue to bring to resolution this matter which spans tax years 2001–2007. Accordingly, we have accrued approximately $4.0 million of excise tax and interest for the applicable time period as of June 30, 2008. We recorded approximately $2.9 million in “Operating expenses” and $1.1 million in “Interest expense” in our condensed consolidated statements of operations.

     At June 30, 2008 and December 31, 2007, we had reserved approximately $5.7 million and $5.2 million, respectively, for certain state sales and excise tax contingencies. These amounts are included in “Accrued taxes, other than income taxes” in our condensed consolidated balance sheets. We believe we are appropriately accrued for these contingencies. In the event that actual results differ from these reserves, we may need to make adjustments which could materially impact our financial condition and results of operations. In addition, it is possible states may disagree with our method of assessing and remitting such taxes or additional states may subject us to inquiries regarding such taxes.

Income taxes

     Income tax expense, income taxes payable and deferred tax assets and liabilities are determined in accordance with SFAS No. 109. Under SFAS No. 109, the deferred tax liabilities and assets are determined based on temporary differences between the basis of certain assets and liabilities for income tax and financial reporting purposes, in addition to net operating loss carryforwards which will more likely than not be utilized. These differences are primarily attributable to differences in the recognition of depreciation and amortization of property, equipment and intangible assets, allowances for doubtful accounts and certain employee benefit accruals. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to future years in which the deferred tax assets or liabilities are expected to be settled or realized. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Permanent differences are primarily attributable to non-deductible employee compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended.

     The effective income tax rate was 32% and 27% for the three and six months ended June 30, 2008, respectively. The effective income tax rate varied from statutory rates during the three and six months ended June 30, 2008 primarily as a result of non-deductible executive compensation expenses and the realization of net operating losses related to tax planning strategies associated with our United Kingdom subsidiary. The change in the effective income tax rate for the three and six months ended June 30, 2008 is primarily related to a change in income mix between international tax jurisdictions. The effective income tax rate was 35% and 33% for the three and six months ended June 30, 2007, respectively. The effective income tax rate varied from statutory rates during the three and six months ended June 30, 2007 primarily as a result of non-deductible executive compensation expenses and the impact of the release of a net operating loss usage limitation related to a prior year’s acquisition. The change in the effective income tax rate for the three and six months ended June 30, 2007 is primarily related to a change in income mix between international tax jurisdictions, favorable changes to tax rates in certain foreign jurisdictions and changes in valuation allowance accounts, which are estimates where adjustments are required when facts and circumstances indicate that realization of tax benefits or the actual amount of taxes expected to be paid has changed. The decline in tax rates in 2008 from 2007 is primarily attributable to continued favorable changes to tax rates in certain foreign jurisdictions.

     In the normal course of business, we are subject to inquiries from U.S. and non-U.S. tax authorities regarding the amount of taxes due. These inquiries may result in adjustments of the timing or amount of taxable income or deductions or the allocation of income among tax jurisdictions. Furthermore, during the ordinary course of business, other changing facts and circumstances may impact our ability to utilize income tax benefits as well as the estimated taxes to be paid in future periods. We believe we have appropriately accrued for income taxes. In the event that actual results differ from these estimates, we may need to adjust “Income taxes payable” which could materially impact our financial condition and results of operations.

     We adopted the provisions of FIN No. 48 on January 1, 2007. We recorded provisions for certain asserted international and state income tax uncertain tax positions based on the recognition and measurement standards of FIN No. 48. We file federal income tax returns and income tax returns in various states and international

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jurisdictions. In major tax jurisdictions, tax years from 2000 to 2007 remain subject to income tax examinations by tax authorities.

     At June 30, 2008, we had $4.1 million of unrecognized tax benefits, including $1.0 million of unrecognized tax benefits that if recognized would affect our annual effective tax rate. The unrecognized tax benefits at June 30, 2008 are included in “Other assets,” “Income taxes payable” and “Accrued expenses” under “Long-Term Liabilities” in our accompanying condensed consolidated balance sheets. We do not expect our unrecognized tax benefit to change significantly over the next 12 months. As permitted with the adoption of FIN No. 48, we have changed our classification of interest and penalties related to uncertain tax positions and recognize them in “Interest expense” and “Operating expenses,” respectively, in our condensed consolidated statements of operations. As of June 30, 2008 and December 31, 2007 we had accrued interest and penalties of approximately $1.5 million and $1.3 million, respectively, related to uncertain tax positions.

     In the normal course of business, we are subject to inquiries from U.S. and non-U.S. tax authorities regarding the amount of taxes due. These inquiries may result in adjustments to the timing or amount of taxable income or deductions or the allocation of income among tax jurisdictions. Further, during the ordinary course of business, other changing facts and circumstances may impact our ability to utilize income tax benefits as well as the estimated taxes to be paid in future periods. We believe we are appropriately accrued for income taxes. In the event that actual results differ from these estimates, we may need to adjust “Income taxes payable” which could materially impact our financial condition and results of operations.

Capital resources

     We have a $375.0 million committed revolving credit facility (which consists of an original revolving credit facility of $300.0 million with a $100.0 million accordion feature, of which $75.0 million has been exercised to date). This accordion feature allows for additional credit commitments to increase the revolving credit facility up to a maximum of $400.0 million, subject to its terms and conditions.

     During the six months ended June 30, 2008, we expanded the committed amounts under the accordion feature of our credit facility by $50.0 million from $325.0 million at December 31, 2007 to $375.0 million at June 30, 2008. We paid less than $0.1 million in financing costs for this expansion of our credit facility. Certain of our material domestic subsidiaries have guaranteed our obligations under the credit facility, which is secured by substantially all of our assets and the assets of our material domestic subsidiaries. In addition, we have pledged as collateral all of the issued and outstanding stock of our material domestic subsidiaries and 65.0% of our material foreign subsidiaries.

     In April 2007, we entered into an amendment to our credit facility which inserted into the applicable margin pricing grid a new tier based on a total leverage ratio of 2.5 times or greater, increased the permitted covenant level of the consolidated total leverage ratio and amended certain other provisions to allow us to purchase, redeem or otherwise acquire up to an additional $150.0 million of our common stock during 2007, of which approximately $122.6 million was used to fund our self-tender offer in the second quarter of 2007.

     At June 30, 2008, we were in compliance in all material respects with the covenants under our credit facility. Proceeds drawn under our credit agreement may be used for refinancing of existing debt, working capital, capital expenditures, acquisitions and other general corporate purposes. The annual interest rate applicable to borrowings under the credit facility, at our option, is the base rate (the greater of the federal funds rate plus 0.5% or the Bank of America prime rate) or LIBOR, plus, in each case, an applicable margin which will vary based upon our leverage ratio at the end of each fiscal quarter. At June 30, 2008, the applicable margin with respect to base rate loans was 0.0%, and the applicable margin with respect to LIBOR loans was 1.50%. At June 30, 2008, our interest rate on 30-day LIBOR loans was 3.96% for our borrowings on which we did not have an interest rate swap agreement in place. At June 30, 2008, we had approximately $275.3 million of borrowings outstanding and approximately $1.6 million in letters of credit outstanding under our credit facility.

     In February 2006, we entered into a three-year $50.0 million interest rate swap at a fixed rate of 4.99%. In August 2006, we entered into two separate three-year $12.5 million interest rate swaps at 5.14% and 5.16%, respectively. We did not designate these interest rate swaps as hedges and accounted for them in accordance with

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SFAS No. 133. During the second quarter of 2007, we terminated these interest rate swaps and recorded a gain of approximately $0.4 million in “Interest expense” in our consolidated statements of operations. Changes in fair value prior to the termination of these swaps were recognized in earnings and resulted in a gain of $0.1 million recorded in “Interest expense” for the six months ended June 30, 2007.

     In August 2007, we entered into two $100.0 million two-year interest rate swaps at a fixed rate of approximately 4.99%. In December 2007, we amended the life of one of the $100.0 million swaps to three years and reduced the fixed rate to approximately 4.75%. We did not designate these interest rate swaps as hedges and account for them in accordance with SFAS No. 133. Changes in fair value are recognized in earnings and resulted in approximately $1.1 million of “Interest expense” for the six months ended June 30, 2008.

     In September 2006, we entered into our Yen-denominated line of credit for ¥300.0 million with Sumitomo Mitsui Banking which has an interest rate of 1.82% through June 2008. At June 30, 2008, there were no outstanding borrowings under this facility.

     We have entered into various capital leases for the purchase of operating equipment. These capital leases have interest rates ranging from 3.1% to 10.3% and terms ranging from 36 months to 60 months. The capital lease obligations recorded on our consolidated balance sheets for these leases was $6.3 million and $4.5 million at June 30, 2008 and December 31, 2007, respectively.

Liquidity

     At June 30, 2008, we had $24.8 million of cash and equivalents. We generated positive operating cash flows from each of our geographic business segments for the six months ended June 30, 2008. Each geographic business segment had sufficient cash flows from operations to service existing debt obligations, to fund capital expenditure requirements, which historically have been 4% to 8% of annual consolidated net revenues, and to fund research and development costs for new services and enhancements to existing services, which historically have been approximately 2% to 3% of annual consolidated net revenues. Assuming no material change to these costs, which we do not anticipate, we believe that we will generate adequate operating cash flows for capital expenditures and contractual commitments and to satisfy our indebtedness and fund our liquidity needs for at least the next 12 months. We have historically borrowed on our credit facility in order to fund acquisitions. At June 30, 2008, we had $98.1 million of available credit on our existing $375.0 million credit facility, without regard to the uncommitted $25.0 million of the accordion feature.

     We regularly review our capital structure and evaluate potential alternatives in light of current conditions in the capital markets. Depending upon conditions in these markets, cash flows from our operating segments and other factors, we may engage in other capital transactions. These capital transactions include, but are not limited to, debt or equity issuances or credit facilities with banking institutions.

CRITICAL ACCOUNTING POLICIES

     “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based upon our condensed consolidated financial statements and the notes thereto, which have been prepared in accordance with GAAP. The preparation of the condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We have reviewed the accounting policies used in reporting our financial results on a regular basis. We have reviewed these critical accounting policies and related disclosures with the audit committee of our board of directors. We have identified the policies below as critical to our business operations and the understanding of our financial condition and results of operations:

• revenue recognition;

• allowance for uncollectible accounts receivable;

• goodwill and other intangible assets;

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• income taxes;

• restructuring costs; and

• legal contingencies.

     For a detailed discussion on the application of these accounting policies, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, in our annual report on Form 10-K for the fiscal year ended December 31, 2007.

FORWARD LOOKING STATEMENTS

     When used in this quarterly report on Form 10-Q and elsewhere by us or by management from time to time, the words “believes,” “anticipates,” “expects,” “will,” “may,” “should,” “intends,” “plans,” “estimates,” “predicts,” “potential,” “continue” and similar expressions are intended to identify forward-looking statements concerning our operations, economic performance and financial condition. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These statements are based on a number of assumptions and estimates that are inherently subject to significant risks and uncertainties, many of which are beyond our control, and reflect future business decisions which are subject to change. A variety of factors could cause actual results to differ materially from those anticipated in our forward-looking statements, including the following factors:

• Our ability to compete based on price and against our existing and future competitors;

• Our ability to respond to rapid technological change and the development of alternatives to our services;

• Market acceptance of new services and enhancements to existing services;

• Costs or difficulties related to the integration of any new or acquired businesses and technologies;

• Concerns regarding the security of transactions and transmitting confidential information over the Internet and public networks;

• Our ability to upgrade our equipment or increase our network capacity to meet customer demands;

• Our services may be interrupted due to failure of the platforms and network infrastructure utilized in providing our services;

• Continued weakness in our legacy broadcast fax services;

• Our ability to efficiently utilize or re-negotiate our telecommunications supply agreements;

• Increased leverage may harm our financial condition and results of operations;

• Our dependence on our subsidiaries for cash flow may negatively affect our business and our ability to pay amounts due under our indebtedness;

• Our financial performance could cause future write-downs of goodwill or other intangible assets in future periods;

• Assessment of income, state sales and other taxes for which we have not accrued;

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• Our ability to attract and retain qualified key personnel;

• Our ability to successfully identify suitable acquisition candidates, complete acquisitions, integrate acquired operations into our existing operations or expand into new markets;

• Our ability to protect our proprietary technology and intellectual property rights;

• Possible adverse results of pending or future litigation or adverse results of current or future infringement claims;

• Regulatory or legislative changes, including those applicable to traditional telecommunications service providers, may adversely affect our business;

• Risks associated with expansion of our international operations and fluctuations in currency exchange rates;

• Domestic and international terrorist activity, war and political instability may adversely affect the level of services utilized by our customers and the ability of those customers to pay for services utilized;

• General economic or business conditions, internationally, nationally or in the local jurisdiction in which we are doing business, may be less favorable than expected;

• Factors described under the caption “Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2007 and in this Form 10-Q; and

• Factors described from time to time in our press releases, reports and other filings made with the SEC.

We caution that these factors are not exclusive. Consequently, all of the forward-looking statements made in this quarterly report on Form 10-Q and in other documents filed with the SEC are qualified by these cautionary statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-Q. We take on no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Form 10-Q, or the date of the statement, if a different date.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We have no material changes to the disclosure on this matter made in our annual report on Form 10-K for the year ended December 31, 2007.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

     Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2008. Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective, as of June 30, 2008, to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

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Changes in Internal Control Over Financial Reporting

     There were no changes in our internal control over financial reporting during the quarter ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     We have settled the litigation matters as described below.

     On August 21, 2006, a lawsuit was filed in the U.S. District Court for the Eastern District of Texas by Ronald A. Katz Technology Licensing against three conferencing service providers, including us and our subsidiary, ATS, alleging that the defendants’ “automated telephone conferencing systems that enable [their] customers to perform multiple-party meetings and various other functions over the telephone” infringe six of plaintiff’s patents. The complaint sought undisclosed monetary damages, together with pre- and post-judgment interest, treble damages for what was alleged to be willful infringement, attorneys’ fees and costs and injunctive relief. On March 20, 2007, a multidistrict litigation panel granted a motion to consolidate 25 pending infringement suits, including our suit, brought by Katz against various defendants to the District Court in California. On June 16, 2008, the parties entered into confidential settlement and license agreements that provided for, among other things, dismissal of all claims and counterclaims with prejudice. On July 1, 2008, we made a payment to Katz for a nonexclusive, fully-paid license and release pursuant to such agreements.

     On May 18, 2007, Gibson & Co. Ins. Brokers served an amended complaint upon us and our subsidiary, Xpedite, in a purported class action entitled, Gibson & Co. Ins. Brokers, Inc., et al. v. The Quizno’s Corporation, et al., pending in U.S. District Court for the Central District of California. The underlying complaint alleges that Quizno’s sent unsolicited fax advertisements on or about November 1, 2005 in violation of the federal TCPA and seeks damages of $1,500 per fax for alleged willful conduct in sending of the faxes. On June 26, 2007, we answered the plaintiff’s amended complaint, including asserting cross-claims against the Quizno’s defendants. On June 29, 2007, the Quizno’s defendants filed their answer and asserted cross-claims against us. On July 31, 2007, the court entered an order in which it granted certain Quizno’s defendants’ motion to dismiss and denied the motion with respect to other Quizno’s entities. On September 7, 2007, plaintiff proceeded to file another amended complaint against the Quizno’s defendants, Growth Partners (Quizno’s consultant) and us. On September 21, 2007, we filed our answer and affirmative defenses. Certain Quizno’s defendants filed a Motion to Dismiss, which was denied by the Court on December 7, 2007. Subsequently, we filed cross-claims against the other defendants, and the Quizno’s defendants filed cross-claims against us. On May 9, 2008, all parties finalized a confidential term sheet for the settlement. On July 28, 2008, the parties entered into a settlement agreement and release and a motion for preliminary approval of class action settlement. The settlement is subject to approval by the court, and the court has scheduled a hearing for August 18, 2008 during which it will consider the motion to preliminarily approve the class settlement. We believe that our financial contribution to the settlement will be well below the limits of our insurance policy.

     We are also involved in various other legal proceedings which we do not believe will have a material adverse effect upon our business, financial condition or results of operations, although no assurance can be given as to the ultimate outcome of any such proceedings.

ITEM 1A. RISK FACTORS.

     Part I, “Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2007 and Part II, “Item 1A. Risk Factors” in our quarterly report on Form 10-Q for the quarter ended March 31, 2008 include a detailed discussion of risk factors that could materially affect our business, financial condition or results of operations. Other than with respect to the following risk factor previously disclosed in our SEC filings and updated below, there have been no material changes from the risk factors disclosed in those reports.

Government regulations applicable to traditional telecommunications service providers could adversely impact our results of operations and place financial burdens on our business related to compliance.

     Our business is affected by regulatory decisions, trends and policies made by international, federal and state telecommunications regulatory agencies, including the FCC and state public service or utility commissions. On

36

June 30, 2008, the FCC issued an order ruling that audio conferencing providers are providers of “telecommunications” who must contribute to the federal USF on a prospective basis. In accordance with the FCC’s public notice dated July 17, 2008, we filed Forms 499-Q on August 1, 2008 reporting estimated revenues for the fourth quarter of 2008 and will begin assessing our applicable Conferencing & Collaboration Solutions customers and contributing to the USF in October 2008. The extent to which our services are viewed as the provision of telecommunications rather than as an offering of enhanced, information services will affect our USF contribution payments, as well as the federal regulations with which we must comply. It is possible that state regulatory authorities may also seek to require us to submit to traditional telecommunications carrier regulation under various state laws as a provider of “telecommunications.” It is too early to predict how regulatory requirements may affect customer demand for our Conferencing & Collaboration Solutions or our existing or future competitors, as well as whether regulatory authorities, including the FCC and/or state public service or utility commissions, will impose additional requirements, regulations or charges on the provision of certain of our services. Although we use reasonable efforts to monitor applicable regulatory requirements, if we fail to comply with any applicable government regulations, or if we were required to submit to the jurisdiction of state government authorities as providers of traditional telecommunications services, we could become subject to additional reporting and compliance obligations and/or could be subject to litigation, fines, forfeitures, regulatory surcharge remittance requirements or other penalties arising from any noncompliance. Subjecting our services to these regulations could have an adverse impact on our business, financial condition and results of operations and place additional financial burdens on our business related to compliance.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April 1-30, 2008	—	—	—	4,775,500
May 1-31, 2008	496,781	$13.85	496,781	4,278,719
June 1-30, 2008	3,219	$14.92	3,219	4,275,500
Total	500,000		500,000	4,275,500

     In June 2006, our board of directors authorized, and we announced, a new stock repurchase program under which we could purchase up to 7.0 million shares of our common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Our annual meeting of shareholders was held on June 11, 2008. At the annual meeting, the following matters were voted on with the following results:

     Election of Directors. Boland T. Jones, Jeffrey T. Arnold, Wilkie S. Colyer, John R. Harris, W. Steven Jones, Raymond H. Pirtle, Jr. and J. Walker Smith, Jr. were elected to serve as directors for a term of one year.

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Name of Director	Votes For	Votes Withheld
Boland T. Jones	49,560,230	1,966,617
Jeffrey T. Arnold	30,634,541	20,892,306
Wilkie S. Colyer	46,207,269	5,319,578
John R. Harris	30,692,541	20,834,306
W. Steven Jones	47,631,165	3,895,682
Raymond H. Pirtle, Jr.	49,112,680	2,414,167
J. Walker Smith, Jr.	50,198,319	1,328,528

     Approve our amended and restated 2004 long-term incentive plan.

Votes For	Votes Against	Abstentions	Broker Non-Votes
39,761,763	6,911,021	1,334,170	3,519,893

     Approve our amended and restated 2000 directors stock plan.

Votes For	Votes Against	Abstentions	Broker Non-Votes
42,511,469	4,773,508	700,355	3,541,515

ITEM 5. OTHER INFORMATION

     None.

ITEM 6. EXHIBITS

(a)	Exhibits
	10.1	Premiere Global Services, Inc. Amended and Restated 2004 Long-Term Incentive Plan (incorporated herein by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 18, 2008).
	10.2	Premiere Global Services, Inc. Amended and Restated 2000 Directors Stock Plan (incorporated herein by reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 18, 2008).
	10.3	Separation Agreement between T. Lee Provow and the Registrant dated May 19, 2008 and effective as of June 30, 2008 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated May 16, 2008 and filed May 19, 2008).
	10.4	Amended and Restated Employment Agreement between David M. Guthrie and the Registrant dated May 19, 2008 and effective as of June 30, 2008. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated May 16, 2008 and filed May 29, 2008).

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10.5	Restricted Stock Agreement between David M. Guthrie and the Registrant, dated June 30, 2005, under the Registrant’s 2004 Long-Term Incentive Plan.
10.6	Restricted Stock Agreement between David M. Guthrie and the Registrant, dated May 5, 2006, under the Registrant’s 1995 Stock Plan.
10.7	First Amendment to Restricted Stock Agreement dated May 5, 2006 between David M. Guthrie and the Registrant, effective July 13, 2006.
10.8	Restricted Stock Agreement between David M. Guthrie and the Registrant, dated September 30, 2007, under the Registrant’s 1995 Stock Plan.
10.9	Form of Restricted Stock Agreement under the Registrant’s Amended and Restated 2004 Long-Term Incentive Plan.
10.10	Form of Restriction Agreement for non-employee directors under the Amended and Restated 2000 Directors Stock Plan.
10.11	Form of Restricted Stock Agreement to be issued to Boland T. Jones as Stock Bonuses pursuant to the terms of his Fourth Amended and Restated Executive Employment Agreement with the Registrant.
10.12	First Amendment to Lease Agreement, dated July 14, 2006, by and between American Teleconferencing Services, Ltd. and 3280 Peachtree I LLC.
10.13	Acknowledgment, Consent and Reaffirmation of Guarantor of Lease to the First Amendment to Lease Agreement between American Teleconferencing Services, Ltd. and 3280 Peachtree I LLC, dated July 14, 2006, by the Registrant.
10.14	Second Amendment to Lease Agreement, dated March 15, 2007, by and between American Teleconferencing Services, Ltd. and 3280 Peachtree I LLC.
10.15	Acknowledgment, Consent and Reaffirmation of Guarantor of Lease to the Second Amendment to Lease Agreement between American Teleconferencing Services, Ltd. and 3280 Peachtree I LLC, dated March 15, 2007, by the Registrant.
10.16	Third Amendment to Lease Agreement, dated June 3, 2008, by and between American Teleconferencing Services, Ltd. and 3280 Peachtree I LLC.
10.17	Acknowledgment, Consent and Reaffirmation of Guarantor of Lease to the Third Amendment to Lease Agreement between American Teleconferencing Services, Ltd. and 3280 Peachtree I LLC, dated June 3, 2008, by the Registrant.
10.18	First Amendment to Lease Agreement, dated July 14, 2006, by and between Xpedite Systems, LLC and 3280 Peachtree I LLC.
10.19	Acknowledgment, Consent and Reaffirmation of Guarantor of Lease to the First Amendment to Lease Agreement between Xpedite Systems, LLC and 3280 Peachtree I LLC, dated July 14, 2006, by the Registrant.
10.20	Second Amendment to Lease Agreement, dated March 15, 2007, by and between Xpedite Systems, LLC and 3280 Peachtree I LLC.
10.21	Acknowledgment, Consent and Reaffirmation of Guarantor of Lease to the Second Amendment to Lease Agreement between Xpedite Systems, LLC and 3280 Peachtree I LLC, dated March 15, 2007, by the Registrant.

39

10.22	Third Amendment to Lease Agreement, dated June 3, 2008, by and between Xpedite Systems, LLC and 3280 Peachtree I LLC to the Lease Agreement, dated October 28, 2005.
10.23	Acknowledgment, Consent and Reaffirmation of Guarantor of Lease to the Third Amendment to Lease Agreement between Xpedite Systems, LLC and 3280 Peachtree I LLC, dated June 3, 2008, by the Registrant.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
32.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
32.2	Certification of Chief Financial Officer, as required by Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

40

SIGNATURE

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

Date: August 8, 2008	PREMIERE GLOBAL SERVICES, INC.
	/s/ Michael E. Havener
	Michael E. Havener
	Chief Financial Officer
	(principal financial and accounting officer and
	duly authorized signatory of the Registrant)

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Premiere Global Services, Inc. Amended and Restated 2004 Long-Term Incentive Plan (incorporated herein by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 18, 2008).
10.2	Premiere Global Services, Inc. Amended and Restated 2000 Directors Stock Plan (incorporated herein by reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 18, 2008).
10.3	Separation Agreement between T. Lee Provow and the Registrant dated May 19, 2008 and effective as of June 30, 2008 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated May 16, 2008 and filed May 19, 2008).
10.4	Amended and Restated Employment Agreement between David M. Guthrie and the Registrant dated May 19, 2008 and effective as of June 30, 2008. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated May 16, 2008 and filed May 29, 2008).
10.5	Restricted Stock Agreement between David M. Guthrie and the Registrant, dated June 30, 2005, under the Registrant’s 2004 Long-Term Incentive Plan.
10.6	Restricted Stock Agreement between David M. Guthrie and the Registrant, dated May 5, 2006, under the Registrant’s 1995 Stock Plan.
10.7	First Amendment to Restricted Stock Agreement dated May 5, 2006 between David M. Guthrie and the Registrant, effective July 13, 2006.
10.8	Restricted Stock Agreement between David M. Guthrie and the Registrant, dated September 30, 2007, under the Registrant’s 1995 Stock Plan.
10.9	Form of Restricted Stock Agreement under the Registrant’s Amended and Restated 2004 Long- Term Incentive Plan.
10.10	Form of Restriction Agreement for non-employee directors under the Amended and Restated 2000 Directors Stock Plan.
10.11	Form of Restricted Stock Agreement to be issued to Boland T. Jones as Stock Bonuses pursuant to the terms of his Fourth Amended and Restated Executive Employment Agreement with the Registrant.
10.12	First Amendment to Lease Agreement, dated July 14, 2006, by and between American Teleconferencing Services, Ltd. and 3280 Peachtree I LLC.
10.13	Acknowledgment, Consent and Reaffirmation of Guarantor of Lease to the First Amendment to Lease Agreement between American Teleconferencing Services, Ltd. and 3280 Peachtree I LLC, dated July 14, 2006, by the Registrant.
10.14	Second Amendment to Lease Agreement, dated March 15, 2007, by and between American Teleconferencing Services, Ltd. and 3280 Peachtree I LLC.

42

10.15	Acknowledgment, Consent and Reaffirmation of Guarantor of Lease to the Second Amendment to Lease Agreement between American Teleconferencing Services, Ltd. and 3280 Peachtree I LLC, dated March 15, 2007, by the Registrant.
10.16	Third Amendment to Lease Agreement, dated June 3, 2008, by and between American Teleconferencing Services, Ltd. and 3280 Peachtree I LLC.
10.17	Acknowledgment, Consent and Reaffirmation of Guarantor of Lease to the Third Amendment to Lease Agreement between American Teleconferencing Services, Ltd. and 3280 Peachtree I LLC, dated June 3, 2008, by the Registrant.
10.18	First Amendment to Lease Agreement, dated July 14, 2006, by and between Xpedite Systems, LLC and 3280 Peachtree I LLC.
10.19	Acknowledgment, Consent and Reaffirmation of Guarantor of Lease to the First Amendment to Lease Agreement between Xpedite Systems, LLC and 3280 Peachtree I LLC, dated July 14, 2006, by the Registrant.
10.20	Second Amendment to Lease Agreement, dated March 15, 2007, by and between Xpedite Systems, LLC and 3280 Peachtree I LLC.
10.21	Acknowledgment, Consent and Reaffirmation of Guarantor of Lease to the Second Amendment to Lease Agreement between Xpedite Systems, LLC and 3280 Peachtree I LLC, dated March 15, 2007, by the Registrant.
10.22	Third Amendment to Lease Agreement, dated June 3, 2008, by and between Xpedite Systems, LLC and 3280 Peachtree I LLC.
10.23	Acknowledgment, Consent and Reaffirmation of Guarantor of Lease to the Third Amendment to Lease Agreement between Xpedite Systems, LLC and 3280 Peachtree I LLC, dated June 3, 2008, by the Registrant.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
32.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
32.2	Certification of Chief Financial Officer, as required by Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

43

EX-10.5

EXHIBIT 10.5

R E S T R I C T E D  S T O C K  A G R E E M E N T

Non-transferable

G R A N T  T O

DAVID  GUTHRIE
(“Grantee”)

by Premiere Global Services, Inc. (the “Company”) of

100,000

shares of its common stock, $0.01 par value (the “Shares”)

pursuant to and subject to the provisions of the Premiere Global Services, Inc. 2004 Long-Term Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”).

        Unless sooner vested in accordance with Section 3 of the Terms and Conditions, the restrictions imposed under Section 2 of the Terms and Conditions will expire as to the following fractions of the Shares awarded hereunder, on the following respective dates; provided that Grantee is then still employed by the Company or any of its Affiliates:

Fraction of Shares	Date of Expiration of Restrictions
1/5	1st Anniversary of Grant Date
1/5	2nd Anniversary of Grant Date
1/5	3rd Anniversary of Grant Date
1/5	4TH Anniversary of Grant Date
1/5	5TH Anniversary of Grant Date

        IN WITNESS WHEREOF, Premiere Global Services, Inc., acting by and through its duly authorized officers, has caused this Agreement to be executed as of the Grant Date.

PREMIERE GLOBAL SERVICES, INC.
By:	/s/ L. Scott Askins L. Scott Askins
Its:	SVP – Legal and General Counsel
Grant Date: JUNE 30, 2005

Accepted by Grantee: /s/ David Guthrie

 

1

TERMS AND CONDITIONS

1. Grant of Shares. Premiere Global Services, Inc. (the “Company”) hereby grants to the Grantee named on Page 1 hereof (“Grantee”), subject to the restrictions and the other terms and conditions set forth in the Premiere Global Services, Inc. 2004 Long-Term Incentive Plan (the “Plan”) and in this award agreement (this “Agreement”), the number of shares indicated on Page 1 hereof of the Company’s $0.01 par value common stock (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

2. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If Grantee’s employment with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b) of Section 3 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination, such Restricted Shares shall revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section 2 shall apply to all shares of the Company’s common stock or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the common stock of the Company.

3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):

        (a) As to the fractions of the Shares specified on page 1 hereof, on the respective dates specified on page 1 hereof; provided Grantee is then still employed by the Company or an Affiliate; or

        (b) As to all of the unvested Shares, on the date of termination of Grantee’s employment by reason of death or Disability.

4. Delivery of Shares. The Shares will be registered in the name of Grantee as of the Grant Date and will be held by the Company during the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued during the Restricted Period with respect to such Shares, such certificate shall be registered in the name of Grantee and shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws):

“This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Agreement between the registered owner of the shares represented hereby and Premiere Global Services, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Agreement, copies of which are on file in the offices of Premiere Global Services, Inc.”

Stock certificates for the Shares, without the first above legend, shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply if deemed advisable by the Company, with registration requirements under the Securities Act of 1933, as amended, listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.

5. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares, shall have full voting and dividend rights with respect to the Shares during and after the Restricted Period. If Grantee forfeits any rights he or she may have under this Agreement in accordance with Section 3, Grantee shall no longer have any rights as a shareholder with respect to the Restricted Shares or any interest therein and Grantee shall no longer be entitled to receive dividends on such stock. In the event that for any reason Grantee shall have received dividends upon such stock after such forfeiture, Grantee shall repay to the Company any amount equal to such dividends.

6. Changes in Capital Structure. The provisions of the Plan shall apply in the case of a change in the capital structure of the Company. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Stock, or a combination or consolidation of the outstanding Stock into a lesser number of shares, the Shares then subject to this Agreement shall automatically be adjusted proportionately.

7. No Right of Continued Employment. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in the employ of the Company or any Affiliate.

8. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the Code. To effect such election, Grantee may file an appropriate election with Internal Revenue Service within thirty (30) days after award of the Shares and otherwise in accordance with applicable Treasury Regulations. Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee, regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.

9. Amendment. The Committee may amend, modify or terminate this Agreement without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all restrictions on the Shares hereunder had expired) on the date of such amendment or termination.

10. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Agreement and this Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative.

11. Successors. This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.

12. Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

13. Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

Premiere Global Services, Inc.
3399 Peachtree Road N.E.
The Lenox Building, Suite 700
Atlanta, Georgia 30326
Attn: Director, Stock Plan Management

or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

 

2

EX-10.6

EXHIBIT 10.6

R E S T R I C T E D  S T O C K  A G R E E M E N T

Non-transferable

G R A N T  T O

D A V I D  M.  G U T H R I E
(“Grantee”)

by Premiere Global Services, Inc. (the “Company”) of

100,000

shares of its common stock, $0.01 par value (the “Shares”)

pursuant to and subject to the provisions of the Premiere Global Services, Inc. 1995 Stock Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”).

        Unless sooner vested in accordance with Section 3 of the Terms and Conditions, the restrictions imposed under Section 2 of the Terms and Conditions will expire as follows: 6,250 Shares will vest in sixteen (16) equal quarterly installments on the last day of each calendar quarter beginning June 30, 2006; provided that Grantee is then still employed by the Company or any of its Affiliates.

        IN WITNESS WHEREOF, Premiere Global Services, Inc., acting by and through its duly authorized officers, has caused this Agreement to be executed as of the Grant Date.

PREMIERE GLOBAL SERVICES, INC.
By:	/s/ L. Scott Askins L. Scott Askins
Its:	SVP – Legal and General Counsel
Grant Date: May 5, 2006

Accepted by Grantee: /s/ David M. Guthrie

 

1

TERMS AND CONDITIONS

1. Grant of Shares. Premiere Global Services, Inc. (the “Company”) hereby grants to the Grantee named on Page 1 hereof (“Grantee”), subject to the restrictions and the other terms and conditions set forth in the Premiere Global Services, Inc. 1995 Stock Plan (the “Plan”) and in this award agreement (this “Agreement”), the number of shares indicated on Page 1 hereof of the Company’s $0.01 par value common stock (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

2. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If Grantee’s employment with the Company or any Affiliate terminates for any reason other than as set forth in paragraphs (b), (c) or (d) of Section 3 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination, such Restricted Shares shall revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section 2 shall apply to all shares of the Company’s common stock or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the common stock of the Company.

3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):

        (a) As to the number of Shares on the respective dates specified on Page 1 hereof; provided Grantee is then still employed by the Company or an Affiliate;

        (b) As to all of the unvested Shares, on the date of termination of Grantee’s employment by reason of death or disability;

        (c) As to all of the unvested Shares, upon the occurrence of a “Change in Control” (as such term is defined below); or

        (d) As to the next tranche of unvested Shares, on the date of termination of Grantee’s employment by the Company without “Cause” (as such term is defined below).

For purposes of this Agreement, “Cause” and “Change in Control” shall have the same meaning as in Grantee’s employment agreement with the Company or any of its Affiliates, as in effect from time to time.

4. Delivery of Shares. The Shares will be registered in the name of Grantee as of the Grant Date and will be held by the Company during the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued during the Restricted Period with respect to such Shares, such certificate shall be registered in the name of Grantee and shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws):

“This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Agreement between the registered owner of the shares represented hereby and Premiere Global Services, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Agreement, copies of which are on file in the offices of Premiere Global Services, Inc.”

Stock certificates for the Shares, without the first above legend, shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply if deemed advisable by the Company, with registration requirements under the Securities Act of 1933, as amended, listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.

5. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares, shall have full voting and dividend rights with respect to the Shares during and after the Restricted Period. If Grantee forfeits any rights he or she may have under this Agreement in accordance with Section 3, Grantee shall no longer have any rights as a shareholder with respect to the Restricted Shares or any interest therein and Grantee shall no longer be entitled to receive dividends on such stock. In the event that for any reason Grantee shall have received dividends upon such stock after such forfeiture, Grantee shall repay to the Company any amount equal to such dividends.

6. Changes in Capital Structure. The provisions of the Plan shall apply in the case of a change in the capital structure of the Company. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Stock, or a combination or consolidation of the outstanding Stock into a lesser number of shares, the Shares then subject to this Agreement shall automatically be adjusted proportionately.

7. No Right of Continued Employment. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in the employ of the Company or any Affiliate.

8. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the Code. To effect such election, Grantee may file an appropriate election with Internal Revenue Service within thirty (30) days after award of the Shares and otherwise in accordance with applicable Treasury Regulations. Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee, regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.

9. Amendment. The Committee may amend, modify or terminate this Agreement without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all restrictions on the Shares hereunder had expired) on the date of such amendment or termination.

10. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Agreement and this Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative.

11. Successors. This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.

12. Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

13. Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

Premiere Global Services, Inc.
3399 Peachtree Road, N.E.
The Lenox Building, Suite 700
Atlanta, Georgia 30326
Attn: Director, Stock Plan Management

or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

 

2

EX-10.7

EXHIBIT 10.7

PREMIERE GLOBAL SERVICES, INC.
FIRST AMENDMENT TO
RESTRICTED STOCK AGREEMENT

        THIS FIRST AMENDMENT to the Restricted Stock Agreement (the “First Amendment”) is made and entered into by and between PREMIERE GLOBAL SERVICES, INC., a Georgia corporation (the “Company”), and DAVID M. GUTHRIE (the “Grantee”) on July 13th, 2006, effective as of May 5, 2006.

BACKGROUND STATEMENT:

        WHEREAS, the Company and the Grantee entered into that certain Restricted Stock Agreement having a Grant Date of June 30, 2005 for 100,000 shares of common stock of the Company (the “Original RSA”); and

        WHEREAS, the Company and the Grantee desire to amend the Original RSA as set forth herein;

        NOW, THEREFORE, in consideration of and reliance upon the foregoing and other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Grantee hereby amend the Original RSA as follows:

1. The third sentence to Section 2. Restrictions in the Original RSA is hereby amended and replaced with the following: “If Grantee’s employment with the Company or any Affiliate terminates for any reason other than as set forth in paragraphs (b), (c) or (d) of Section 3 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination, such Restricted Shares shall revert to the Company immediately following the event of forfeiture.”

2. Section 3. Expiration and Termination of Restrictions to the Original RSA is hereby amended and replaced with the following:

“3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):

        (a) As to the number of Shares on the respective dates specified on Page 1 hereof; provided Grantee is then still employed by the Company or an Affiliate;

        (b) As to all of the unvested Shares, on the date of termination of Grantee’s employment by reason of death or disability;

        (c) As to all of the unvested Shares, upon the occurrence of a “Change in Control” (as such term is defined below); or

        (d) As to the next tranche of unvested Shares, on the date of termination of Grantee’s employment by the Company without “Cause” (as such term is defined below).

For purposes of this Agreement, “Cause” and “Change in Control” shall have the same meaning as in Grantee’s employment agreement with the Company or any of its Affiliates, as in effect from time to time.

3. Except as otherwise provided herein, the terms and conditions of the Original RSA shall remain in full force and effect.

 

        IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the effective date hereof.

PREMIERE GLOBAL SERVICES, INC.
By:	/s/ L. Scott Askins L. Scott Askins
	SVP – Legal and General Counsel
GRANTEE
By:	/s/ David M. Guthrie David M. Guthrie

 

EX-10.8

EXHIBIT 10.8

R E S T R I C T E D  S T O C K  A G R E E M E N T

Non-transferable

G R A N T  T O

D A V I D  M.  G U T H R I E
(“Grantee”)

by Premiere Global Services, Inc. (the “Company”) of

100,000

shares of its common stock, $0.01 par value (the “Shares”)

pursuant to and subject to the provisions of the Premiere Global Services, Inc. 1995 Stock Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”).

        Unless sooner vested in accordance with Section 3 of the Terms and Conditions, the restrictions imposed under Section 2 of the Terms and Conditions will expire as to the following number of Shares awarded hereunder, on the following respective dates; provided that Grantee is then still employed by the Company or any of its Affiliates:

Number of Shares	Date of Expiration of Restrictions
25,000	1st Anniversary of Grant Date
25,000	2nd Anniversary of Grant Date
50,000	3rd Anniversary of Grant Date

        IN WITNESS WHEREOF, Premiere Global Services, Inc., acting by and through its duly authorized officers, has caused this Agreement to be executed as of the Grant Date.

PREMIERE GLOBAL SERVICES, INC.
By:	/s/ L. Scott Askins L. Scott Askins
Its:	SVP – Legal and General Counsel
Grant Date: September 30, 2007

Accepted by Grantee: /s/ David M. Guthrie

 

1

TERMS AND CONDITIONS

1. Grant of Shares. Premiere Global Services, Inc. (the “Company”) hereby grants to the Grantee named on Page 1 hereof (“Grantee”), subject to the restrictions and the other terms and conditions set forth in the Premiere Global Services, Inc. 1995 Stock Plan (the “Plan”) and in this award agreement (this “Agreement”), the number of shares indicated on Page 1 hereof of the Company’s $0.01 par value common stock (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

2. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If Grantee’s employment with the Company or any Affiliate terminates for any reason other than as set forth in paragraphs (b), (c) or (d) of Section 3 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination, such Restricted Shares shall revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section 2 shall apply to all shares of the Company’s common stock or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the common stock of the Company.

3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):

        (a) As to the number of Shares on the respective dates specified on Page 1 hereof; provided Grantee is then still employed by the Company or an Affiliate;

        (b) As to all of the unvested Shares, on the date of termination of Grantee’s employment by reason of death or disability;

        (c) As to all of the unvested Shares, upon the occurrence of a “Change in Control” (as such term is defined below); or

        (d) As to the next tranche of unvested Shares, on the date of termination of Grantee’s employment by the Company without “Cause” (as such term is defined below).

For purposes of this Agreement, “Cause” and “Change in Control” shall have the same meaning as in Grantee’s employment agreement with the Company or any of its Affiliates, as in effect from time to time.

4. Delivery of Shares. The Shares will be registered in the name of Grantee as of the Grant Date and will be held by the Company during the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued during the Restricted Period with respect to such Shares, such certificate shall be registered in the name of Grantee and shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws):

“This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Agreement between the registered owner of the shares represented hereby and Premiere Global Services, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Agreement, copies of which are on file in the offices of Premiere Global Services, Inc.”

Stock certificates for the Shares, without the first above legend, shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply if deemed advisable by the Company, with registration requirements under the Securities Act of 1933, as amended, listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.

5. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares, shall have full voting and dividend rights with respect to the Shares during and after the Restricted Period. If Grantee forfeits any rights he or she may have under this Agreement in accordance with Section 3, Grantee shall no longer have any rights as a shareholder with respect to the Restricted Shares or any interest therein and Grantee shall no longer be entitled to receive dividends on such stock. In the event that for any reason Grantee shall have received dividends upon such stock after such forfeiture, Grantee shall repay to the Company any amount equal to such dividends.

6. Changes in Capital Structure. The provisions of the Plan shall apply in the case of a change in the capital structure of the Company. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Stock, or a combination or consolidation of the outstanding Stock into a lesser number of shares, the Shares then subject to this Agreement shall automatically be adjusted proportionately.

7. No Right of Continued Employment. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in the employ of the Company or any Affiliate.

8. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the Code. To effect such election, Grantee may file an appropriate election with Internal Revenue Service within thirty (30) days after award of the Shares and otherwise in accordance with applicable Treasury Regulations. Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee, regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.

9. Amendment. The Committee may amend, modify or terminate this Agreement without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all restrictions on the Shares hereunder had expired) on the date of such amendment or termination.

10. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Agreement and this Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative.

11. Successors. This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.

12. Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

13. Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

Premiere Global Services, Inc.
The Terminus Building
3280 Peachtree Road NW
Atlanta, Georgia 30305
Attn: Director, Stock Plan Management

or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

 

2

EX-10.9

EXHIBIT 10.9

R E S T R I C T E D   S T O C K  A G R E E M E N T

Non-transferable

G R A N T  T O

[    ]
(“Grantee”)

by Premiere Global Services, Inc. (the “Company”) of

[    ]

shares of its common stock, $0.01 par value (the “Shares”)

pursuant to and subject to the provisions of the Premiere Global Services, Inc. Amended and Restated 2004 Long-Term Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

        Unless sooner vested in accordance with Section 3 of the Terms and Conditions, the restrictions imposed under Section 2 of the Terms and Conditions will expire as to the following fractions of the Shares awarded hereunder, on the following respective dates; provided that Grantee is then still employed by the Company or any of its Affiliates:

Fraction of Shares	Date of Expiration of Restrictions
[  ]	1st Anniversary of Grant Date
[  ]	2nd Anniversary of Grant Date
[  ]	3rd Anniversary of Grant Date

        IN WITNESS WHEREOF, Premiere Global Services, Inc., acting by and through its duly authorized officers, has caused this Agreement to be executed as of the Grant Date.

PREMIERE GLOBAL SERVICES, INC.
By:	Scott Askins Leonard
Its:	SVP – Legal and General Counsel

Grant Date:

Accepted by Grantee:

 

1

TERMS AND CONDITIONS

1. Grant of Shares. The Company hereby grants to the Grantee, subject to the restrictions and the other terms and conditions set forth in the Plan and in this award agreement (this “Agreement”), the number of Shares indicated on Page 1 hereof.

2. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, encumbered or hypothecated to or in favor of any party other than the Company or an Affiliate, or be subjected to any lien, obligation or liability of Grantee to any other party other than the Company or an Affiliate. If Grantee’s employment with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b) of Section 3 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination and such Restricted Shares shall revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section 2 shall apply to all Shares or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Stock of the Company.

3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):

        (a) As to the fractions of the Shares specified on page 1 hereof, on the respective dates specified on page 1 hereof; provided Grantee is then still employed by the Company or an Affiliate; or

        (b) As to all of the unvested Shares, on the date of termination of Grantee’s employment by reason of death or Disability.

4. Delivery of Shares. The Shares will be registered in the name of Grantee as of the Grant Date and will be held by the Company during the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued during the Restricted Period with respect to such Shares, such certificate shall be registered in the name of Grantee and shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws):

“This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Agreement between the registered owner of the shares represented hereby and Premiere Global Services, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Agreement, copies of which are on file in the offices of Premiere Global Services, Inc.”

Stock certificates for the Shares without the first above legend shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply, if deemed advisable by the Company, with registration requirements under the Securities Act of 1933, as amended, listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.

5. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares, shall have full voting and dividend rights with respect to the Shares during and after the Restricted Period. If Grantee forfeits any rights he or she may have under this Agreement, Grantee shall no longer have any rights as a shareholder with respect to the Restricted Shares or any interest therein and Grantee shall no longer be entitled to receive dividends on such Stock. In the event that for any reason Grantee shall have received dividends upon such Stock after such forfeiture, Grantee shall repay to the Company any amount equal to such dividends.

6. Changes in Capital Structure. The provisions of the Plan shall apply in the case of a change in the capital structure of the Company.

7. No Right of Continued Employment. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in the employ of the Company or any Affiliate.

8. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the Code. To effect such election, Grantee may file an appropriate election with the Internal Revenue Service within thirty (30) days after award of the Shares and otherwise in accordance with applicable Treasury Regulations. Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Agreement will be conditional on such payment or arrangements and the Company and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.

9. Amendment. The Committee may amend, modify or terminate this Agreement without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all restrictions on the Shares hereunder had expired) on the date of such amendment or termination.

10. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Agreement and this Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative.

11. Successors. This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.

12. Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

13. Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

Premiere Global Services, Inc.
3280 Peachtree Road, N.W.
The Terminus Building, Suite 1000
Atlanta, Georgia 30305
Attn: Director, Stock Plan Management

or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

 

2

EX-10.10

EXHIBIT 10.10

R E S T R I C T I O N  A G R E E M E N T

Non-transferable

GRANT TO

______________________
(“Grantee”)

by Premiere Global Services, Inc. (the “Company”) of

_____________

shares of its common stock, $0.01 par value (the “Shares”)

pursuant to and subject to the provisions of the Premiere Global Services, Inc. Amended and Restated 2000 Directors Stock Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). By accepting the Shares, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Agreement and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

The Shares shall be fully vested as of the Grant Date.

     IN WITNESS WHEREOF, Premiere Global Services, Inc., acting by and through its duly authorized officers, has caused this Agreement to be executed as of the Grant Date.

PREMIERE GLOBAL SERVICES, INC.
By:	Scott Askins Leonard
Its:	SVP – Legal and General Counsel

Grant Date:

Accepted by Grantee:

2008 Form

TERMS AND CONDITIONS

1. Grant of Shares. The Company hereby grants to the Grantee, subject to the restrictions and the other terms and conditions set forth in the Plan and in this restriction agreement (this “Agreement”), the number of Shares indicated on page 1 hereof.

2. Restrictions. The Shares are fully vested as of the Grant Date and are not subject to any restrictions.

3. Delivery of Shares. The Shares will be registered in the name of Grantee as of the Grant Date. Stock certificates for the Shares shall be delivered to Grantee or Grantee’s designee upon request of Grantee, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply, if deemed advisable by the Company, with registration requirements under the Securities Act of 1933, as amended, listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.

4. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares, shall have full voting and dividend rights with respect to the Shares.

5. Changes in Capital Structure. The provisions of the Plan shall apply in the case of a change in the capital structure of the Company.

6. No Right of Continued Service. Nothing in this Agreement shall confer upon Grantee any right to continue in the service of the Company.

7. Amendment. The Committee may amend, modify or terminate this Agreement without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, adversely affect Grantee’s rights under this Agreement.

8. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Agreement and this Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative.

9. Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

10. Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

Premiere Global Services, Inc.
3280 Peachtree Road, N.W.
The Terminus Building, Suite 1000
Atlanta, Georgia 30305
Attn: Director, Stock Plan Management

or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

2

EX-10.11

EXHIBIT 10.11

R E S T R I C T E D  S T O C K  A G R E E M E N T

Non-transferable

G R A N T  T O

Boland T. Jones
(“Grantee”)

by Premiere Global Services, Inc. (the “Company”) of

[           ]

shares of its common stock, $0.01 par value (the “Shares”)

pursuant to and subject to the provisions of the Premiere Global Services, Inc. Amended and Restated 2004 Long-Term Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

     Unless sooner vested in accordance with Section 3 of the Terms and Conditions, the restrictions imposed under Section 2 of the Terms and Conditions will expire on the business day following the Grant Date; provided that Grantee is then still employed by the Company or any of its Affiliates.

     IN WITNESS WHEREOF, Premiere Global Services, Inc., acting by and through its duly authorized officers, has caused this Agreement to be executed as of the Grant Date.

PREMIERE GLOBAL SERVICES, INC.
By:	Scott Askins Leonard
Its:	SVP – Legal and General Counsel

Grant Date:

Accepted by Grantee:

TERMS AND CONDITIONS

1. Grant of Shares. The Company hereby grants to the Grantee, subject to the restrictions and the other terms and conditions set forth in the Plan and in this award agreement (this “Agreement”), the number of Shares indicated on Page 1 hereof.

2. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, encumbered or hypothecated to or in favor of any party other than the Company or an Affiliate, or be subjected to any lien, obligation or liability of Grantee to any other party other than the Company or an Affiliate. If Grantee’s employment with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b) of Section 3 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination and such Restricted Shares shall revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section 2 shall apply to all Shares or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Stock of the Company.

3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):

     (a) On the respective dates specified on page 1 hereof; provided Grantee is then still employed by the Company or an Affiliate; or

     (b) As to all of the unvested Shares, on the date of termination of Grantee’s employment by reason of death or Disability.

     (c) As to all of the unvested Shares, on the date of termination of Grantee’s employment by the Company without Cause or by the Grantee for Good Reason.

     (d) As to all of the unvested Shares, upon the occurrence of a Change in Control.

For purposes of this Agreement, “Cause,” “Disability,” “Good Reason,” and “Change in Control” shall have the same meaning as set forth in Grantee’s employment agreement with the Company, as in effect from time to time.

4. Holding Period. The Shares may not be sold or transferred for a period of 18 months following the date on which the Shares are issued; provided, however, that this transfer restriction shall not apply to the following: (a) any sale or transfer (including an implied sale pursuant to a net share settlement arrangement with the Company) to satisfy state, local, federal or foreign income tax liabilities of the Grantee arising from the receipt or vesting of those shares; (b) any transfer to a charitable trust established by the Grantee; and (c) any transfer upon or following a Change in Control of the Company, a termination of the Grantee by the Company without Cause or by the Grantee for Good Reason, or as otherwise permitted by the Committee, in its sole discretion.

5. Delivery of Shares. The Shares will be registered in the name of Grantee as of the Grant Date and will be held by the Company during the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued during the Restricted Period with respect to such Shares, such certificate shall be registered in the name of Grantee and shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws):

“This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Agreement between the registered owner of the shares represented hereby and Premiere Global Services, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Agreement, copies of which are on file in the offices of Premiere Global Services, Inc.”

Stock certificates for the Shares, without the first above legend, shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply if deemed advisable by the Company, with registration requirements under the Securities Act of 1933, as amended, listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.

6. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares, shall have full voting and dividend rights with respect to the Shares during and after the Restricted Period. If Grantee forfeits any rights he or she may have under this Agreement, Grantee shall no longer have any rights as a shareholder with respect to the Restricted Shares or any interest therein and Grantee shall no longer be entitled to receive dividends on such Stock. In the event that for any reason Grantee shall have received dividends upon such Stock after such forfeiture, Grantee shall repay to the Company any amount equal to such dividends.

7. Changes in Capital Structure. The provisions of the Plan shall apply in the case of a change in the capital structure of the Company.

8. No Right of Continued Employment. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in the employ of the Company or any Affiliate.

9. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the Code. To effect such election, Grantee may file an appropriate election with the Internal Revenue Service within thirty (30) days after award of the Shares and otherwise in accordance with applicable Treasury Regulations. Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.

10. Amendment. The Committee may amend, modify or terminate this Agreement without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all restrictions on the Shares hereunder had expired) on the date of such amendment or termination.

11. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Agreement and this Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative.

12. Successors. This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.

13. Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

14. Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

Premiere Global Services, Inc.
3280 Peachtree Road, N.W.
The Terminus Building, Suite 1000
Atlanta, Georgia 30305
Attn: Director, Stock Plan Management

or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

EX-10.12

EXHIBIT 10.12

FIRST AMENDMENT TO LEASE AGREEMENT

        THIS FIRST AMENDMENT TO LEASE AGREEMENT (the “First Amendment”), is made this 14th day of July, 2006, by 3280 PEACHTREE I LLC (as “Landlord”) and AMERICAN TELECONFERENCING SERVICES, LTD., D/B/A PREMIERE GLOBAL SERVICES (as “Tenant”).

W I T N E S S E T H:

        WHEREAS, Landlord and Tenant did enter into that certain Lease Agreement, dated as of October 28, 2005 (the “Original Lease”), for space in that certain building known as “Terminus 100”, located at 3280 Peachtree Road, Atlanta, Georgia (the “Building”), as such space is more particularly described in the Original Lease (the “Demised Premises”).

        WHEREAS, Landlord and Tenant desire to modify and amend the Original Lease, in the manner and for the purposes herein set forth.

        NOW, THEREFOR, for and in consideration of the mutual premises, and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, paid by the parties hereto to one another, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

        1. Defined Terms. All capitalized terms not defined herein shall have the same meaning as set forth in the Original Lease.

        2. Construction Matters. Notwithstanding the terms of the Original Lease, Tenant has instructed that Landlord select and use, and Landlord shall select and use, as the general contractor for performing tenant finish work in the Demised Premises, Humphries and Company General Contractors (“Humphries”). Landlord, upon the direction and at the request of Tenant, will not bid such work, as required under the Original Lease, to any other contractor. Once Humphries has provided a final price for the tenant finish work for the Demised Premises, Landlord shall provide such price to Tenant, for Tenant’s approval.

        3. No Other Modifications. Except as expressly modified herein, the Original Lease shall remain in full force and effect and, as modified herein, is expressly ratified and confirmed by the parties hereto.

        4. Legal Representatives, Successors and Assigns. This First Amendment shall be binding upon and shall inure to the benefit of Landlord and Tenant and their respective legal representatives, successors and assigns.

        5. Georgia Law. This First Amendment shall be construed and interpreted under the laws of the State of Georgia.

        6. Time of Essence. Time is of the essence of this First Amendment.

        7. Consent of Guarantor. Tenant shall cause the guarantor of the Original Lease to execute and deliver to Landlord the Acknowledgement and Consent of Guarantor, attached hereto as Exhibit “B”, by this reference incorporated herein, with the execution and delivery of this First Amendment. The delivery of this document is a material inducement to Landlord, without which Landlord would not have executed and delivered this First Amendment.

        IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day, month and year first above written.

“LANDLORD”:
3280 PEACHTREE I LLC,
a Georgia limited liability company
By:	Cousins Properties Incorporated, a Georgia corporation, managing member
By:	/s/ John S. McCall
Its:	SVP (CORPORATE SEAL)
“TENANT”:
AMERICAN TELECONFERENCING SERVICES, LTD., D/B/A PREMIERE GLOBAL SERVICES
By:	/s/ Michael Havener
Name:	Michael Havener
Title:	CFO
Attest:	/s/ Nicole M. Kamen
Name:	Nicole M. Kamen
Title:	VP (CORPORATE SEAL)

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EX-10.13

EXHIBIT 10.13

ACKNOWLEDGMENT, CONSENT
AND REAFFIRMATION OF GUARANTOR OF LEASE

        THIS ACKNOWLEDGMENT, CONSENT AND REAFFIRMATION OF GUARANTOR OF LEASE (the “Consent”), is made this 14th day of July, 2006, by PREMIERE GLOBAL SERVICES, INC. (“Guarantor”), to and for the benefit of 3280 PEACHTREE I LLC (“Landlord”).

WITNESSETH:

        WHEREAS, Guarantor did duly execute and deliver that certain Guaranty of Lease (the “Original Guaranty”), on October 28, 2005, in connection with and as a material inducement for that certain Lease Agreement, as may have been amended previously (the “Original Lease”), involving Landlord and American Teleconferencing Services, Ltd. d/b/a Premiere Global Services (“Tenant”).

        WHEREAS, Landlord and Tenant have entered into an amendment to the Original Lease (the “Lease Amendment’), dated, July 14, 2006 subject to and conditioned upon the execution and delivery of this Consent.

        WHEREAS, Landlord would not have entered into or agreed to the Lease Amendment, were it not for the execution and delivery of this Consent to Landlord, which Consent was a material inducement to Landlord to enter into the Lease Amendment.

        WHEREAS, Guarantor, which will derive material and substantial benefit from the Lease Amendment, desires to provide this Consent, in connection with the Lease Amendment.

        NOW THEREFORE, for and in consideration of the mutual covenants contained herein, and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, paid by the parties hereto to one another, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

        1. Amendment to Lease. Guarantor hereby acknowledges and consents to the fact that the Original Lease has been modified and amended by virtue of the Lease Amendment.

        2. No Modification. The granting of this Consent by Guarantor to Landlord and Tenant in no way modifies or amends the Guaranty or any Guarantor’s obligations and duties under the Guaranty. Said Guaranty is and shall remain in full force and effect and is a valid and continuing obligation of Guarantor according to its terms.

        3. Warranties and Representations. The warranties and representations made by Guarantor in the Guaranty are made and ratified as of the date hereof with respect to this Consent.

        4. No Further Consent Required. The request made by Landlord herein and the giving of this Consent by Guarantor shall in no way be or be deemed to be a waiver of Landlord’s rights under the Guaranty.

        5. Binding Nature. This Consent shall inure to the benefit of Landlord, Tenant and their respective heirs, legal representatives, successors and assigns.

        6. Georgia Law. This Consent has been given, and shall be construed under, the laws of the State of Georgia.

        IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed under seal and delivered on the day and year first above written.

“Guarantor”
PREMIERE GLOBAL SERVICES, INC.
By:	/s/ Michael Havener
Its:	CFO

EX-10.14

EXHIBIT 10.14

SECOND AMENDMENT TO LEASE AGREEMENT

     THIS SECOND AMENDMENT TO LEASE AGREEMENT (the “Second Amendment”), is made this 15^th day of March, 2007, by 3280 PEACHTREE I LLC (as “Landlord”) and AMERICAN TELECONFERENCING SERVICES, LTD. DB/A PREMIERE GLOBAL SERVICES (as “Tenant”).

W I T N E S S E T H:

     WHEREAS, Landlord and Tenant did enter into that certain Lease Agreement, dated as of October 28, 2005 (the “Original Lease”), for space (consisting of all of the 9^th floor) in that certain building located at 3280 Peachtree Road, Atlanta, Georgia (the “Building”), as such space is more particularly described in the Original Lease (the “Demised Premises”).

     WHEREAS, Landlord and Tenant did enter into that certain First Amendment to Lease Agreement, dated as of July 31, 2006 (the “First Amendment”).

     WHEREAS, the Original Lease, as modified by the First Amendment, is herein collectively referred to as the Lease.

     WHEREAS, Landlord and Tenant desire to modify and amend the Lease, in the manner and for the purposes herein set forth.

     NOW, THEREFOR, for and in consideration of the mutual premises, and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, paid by the parties hereto to one another, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

     1. Defined Terms. All capitalized terms not defined herein shall have the same meaning as set forth in the Lease.

     2. Size of Demised Premises. The square feet of Rentable Floor Area of the Demised Premises, which was set forth in the Original Lease as 23,529 is and shall be, for the purposes of the Original Lease, 23,684 square feet of Rentable Floor Area. Floor plan measurements for the Building are as set forth on Exhibit “B”, attached hereto and by this reference incorporated herein.

     3. Building Size and Building Address. The square feet of Rentable Floor Area in the Building, which was set forth in the Original Lease as 582,049, is and shall be for the purposes of the Original Lease, 584,758 square feet of Rentable Floor Area. The address of the Building and the Building address for notices to Tenant is (in lieu of what is set forth in the Original Lease) 3280 Peachtree Road, NW, Atlanta, Georgia 30305-2422.

     4. Signage and Tenant’s Logotype. With respect to the Building monument signs described in Article 59.1 of the Original Lease, Tenant acknowledges that such signs are attached

to the Building, and are not free-standing. Tenant, together with Tenant’s Affiliate (leasing the 10^th floor of the Building), have the right, in the aggregate, to one sign panel on one such sign.

     5. Operating Expenses; Bond Transaction. Landlord obtained an inducement resolution from the Development Authority of Fulton County (the “Authority”) which qualified the Project for the issuance by the Authority of taxable revenue bonds to finance the acquisition of the Project by the Authority and the lease-back of the Project from the Authority to Landlord, and Landlord and the Authority have closed and consummated such taxable revenue bond transaction. The taxable revenue bond financing transaction with the Authority required the expenditure by Landlord of significant transaction costs in connection with the closing thereof, including filing fees, inducement costs, publication costs, bond issuance fees, bond validation fees, recording fees, attorney’s fees and expenses, and accounting and consultant fees and expenses, and has and will require the expenditure by Landlord of additional third-party costs and expenses during the period that the taxable revenue bonds are outstanding, but such taxable revenue bond financing transaction will result in a significant reduction in the ad valorem taxes assessed against the Project during a period not to exceed ten (10) years. Landlord and Tenant hereby agree that Operating Expenses under this Lease shall include amortization (calculated utilizing a reasonable rate of interest, whether or not such interest is actually incurred) of the actual third-party costs and expenses incurred by Landlord in connection with Landlord’s obtaining the aforesaid inducement resolution from the Authority and the closing and consummation of the taxable revenue bond financing transaction, amortized over a period of ten (10) years commencing on January 1 of the first year during which the ad valorem taxes assessed against the Project are reduced as a result of such taxable revenue bond financing transaction, and Operating Expenses for each year shall also include the costs of legal and accounting services and other third-party costs incurred by Landlord during such year which would not have been incurred by Landlord but for the taxable revenue bond financing transaction; provided, however, the costs and expenses (or amortized amounts thereof, as the case may be) included in Operating Expenses under this Article during any year shall in no event exceed the amount of the reduction in ad valorem taxes assessed against the Project for such year resulting from the taxable revenue bond financing transaction.

     6. Ceiling Allowance and Ceiling Work. Landlord and Tenant agree that in lieu of any obligations on the part of Landlord to perform or provide any work on or for the ceiling within the Demised Premises, as set forth in Paragraph 2(b) of Exhibit “D” to the Original Lease (and Landlord no longer has such obligations), Landlord shall provide an additional allowance to Tenant of One Hundred Eighty-Five Thousand Sixty-Two and No/100 Dollars ($185,062.00) . Such additional allowance shall be funded under the same conditions that the Construction Allowance is funded under the Original Lease.

     7. Consent of Guarantor. Tenant shall cause the guarantor of the Original Lease to execute and deliver to Landlord the Acknowledgement, Consent and Reaffirmation of Guarantor of Lease, attached hereto as Exhibit “A”, by this reference incorporated herein, with the execution and delivery of this First Amendment. The delivery of this document is a material inducement to Landlord, without which Landlord would not have executed and delivered this First Amendment.

2

     8. Work Within Fire Stairs. Tenant has requested that Tenant have the right to make certain improvements to the fire-stairs between the floors of the Demised Premises that it occupies in the Building (the “Stairwell Work”), and Landlord shall permit Tenant to do such Stairwell Work, subject to and conditioned upon the following terms and conditions:

     (a) Landlord shall have the right to approve the plans and specifications for such Stairwell Work;

     (b) Tenant shall be responsible for the cost of such Stairwell Work (which may be funded from the Construction Allowance, to the extent available), and for such Stairwell Work (as conducted and upon completion) being in compliance with all applicable codes, laws, ordinances and regulations, and any delay in achieving substantial compliance or acquiring a certificate of occupancy for the Demised Premises because of or in connection with such Stairwell Work shall be a Tenant Delay, and shall not delay or otherwise impact the Rental Commencement Date;

     (c) Landlord shall have the right to repair or replace (at Tenant’s sole cost and expense), if Landlord deems it necessary, in Landlord’s reasonable judgment, any of the Stairwell Work, after providing at least five (5) days prior notice to Tenant of such intent; and

     (d) Tenant shall be responsible for the cost of cleaning the stairwells and the Stairwell Work. Landlord shall arrange for such cleaning, through the Building janitorial service, and Landlord shall bill Tenant, and Tenant shall pay for, such cost as billed.

     9. No Other Modifications. Except as expressly modified herein, the Lease shall remain in full force and effect and, as modified herein, is expressly ratified and confirmed by the parties hereto.

     10. Legal Representatives, Successors and Assigns. This Second Amendment shall be binding upon and shall inure to the benefit of Landlord and Tenant and their respective legal representatives, successors and assigns.

     11. Georgia Law. This Second Amendment shall be construed and interpreted under the laws of the State of Georgia.

     12. Time of Essence. Time is of the essence of this Second Amendment.

3

     IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day, month and year first above written.

“LANDLORD”:
3280 PEACHTREE I LLC,
a Georgia limited liability company
By:	Cousins Properties Incorporated,
	a Georgia corporation,
	Member
	By:	/s/ Jack A. LaHue
	Its:	Senior Vice President
		(CORPORATE SEAL)
“TENANT”:
AMERICAN TELECONFERENCING SERVICES,
D/B/A PREMIERE GLOBAL SERVICES
By:	/s/ Michael Havener
Name:	Michael Havener
Title:	Chief Financial Officer
Attest:	/s/ Bobby Collett
Name:	Bobby Collett
Title:	Vice President Corporate Real Estate
	(CORPORATE SEAL)

4

EX-10.15

EXHIBIT 10.15

ACKNOWLEDGMENT, CONSENT
AND REAFFIRMATION OF GUARANTOR OF LEASE

     THIS ACKNOWLEDGMENT, CONSENT AND REAFFIRMATION OF GUARANTOR OF LEASE (the “Consent”), is made this 15^th day of March, 2007, by PREMIERE GLOBAL SERVICES, INC. (“Guarantor”), to and for the benefit of 3280 PEACHTREE I LLC (“Landlord”).

W I T N E S S E T H:

     WHEREAS, Guarantor did duly execute and deliver that certain Guaranty of Lease (the “Original Guaranty”), on October 28, 2005, in connection with and as a material inducement for that certain Lease Agreement, as may have been amended previously (the “Original Lease”), involving Landlord and American Teleconferencing Services, Ltd. d/b/a Premiere Global Services (“Tenant”).

     WHEREAS, Landlord and Tenant have entered into an amendment to the Original Lease (the “Lease Amendment”), dated March 15th, 2007 subject to and conditioned upon the execution and delivery of this Consent.

     WHEREAS, Landlord would not have entered into or agreed to the Lease Amendment, were it not for the execution and delivery of this Consent to Landlord, which Consent was a material inducement to Landlord to enter into the Lease Amendment.

     WHEREAS, Guarantor, which will derive material and substantial benefit from the Lease Amendment, desires to provide this Consent, in connection with the Lease Amendment.

     NOW THEREFORE, for and in consideration of the mutual covenants contained herein, and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, paid by the parties hereto to one another, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

     l. Amendment to Lease. Guarantor hereby acknowledges and consents to the fact that the Original Lease has been modified and amended by virtue of the Lease Amendment.

     2. No Modification. The granting of this Consent by Guarantor to Landlord and Tenant in no way modifies or amends the Guaranty or any Guarantor’s obligations and duties under the Guaranty. Said Guaranty is and shall remain in full force and effect and is a valid and continuing obligation of Guarantor according to its terms.

     3. Warranties and Representations. The warranties and representations made by Guarantor in the Guaranty are made and ratified as of the date hereof with respect to this Consent.

     4. No Further Consent Required. The request made by Landlord herein and the giving of this Consent by Guarantor shall in no way be or be deemed to be a waiver of Landlord’s rights under the Guaranty.

     5. Binding Nature. This Consent shall inure to the benefit of Landlord, Tenant and their respective heirs, legal representatives, successors and assigns.

     6. Georgia Law. This Consent has been given, and shall be construed under, the laws of the State of Georgia.

     IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed under seal and delivered on the day and year first above written.

“Guarantor”
PREMIERE GLOBAL SERVICES, INC.
By:	/s/ Michael Havener
Name:	Michael Havener
Its:	Chief Financial Officer

EX-10.16

EXHIBIT 10.16

THIRD AMENDMENT TO LEASE AGREEMENT

     THIS THIRD AMENDMENT TO LEASE AGREEMENT (the “Third Amendment”), is made this 3^rd day of June, 2008, by 3280 PEACHTREE I LLC (as “Landlord”) and AMERICAN TELECONFERENCING SERVICES, LTD. D/B/A PREMIERE GLOBAL SERVICES (as “Tenant”).

W I T N E S S E T H:

     WHEREAS, Landlord and Tenant did enter into that certain Lease Agreement, dated as of October 28, 2005 (the “Original Lease”), for space (consisting of all of the 9^th floor, containing 23,684 square feet of Rentable Floor Area) in that certain building located at 3280 Peachtree Road, Atlanta, Georgia (the “Building”), as such space is more particularly described in the Original Lease (the “Demised Premises”).

     WHEREAS, Landlord and Tenant did enter into that certain First Amendment to Lease Agreement, dated as of July 31, 2006 (the “First Amendment”).

     WHEREAS, Landlord and Tenant did enter into that certain Second Amendment to Lease Agreement, dated as of March 15, 2007 (the “Second Amendment”).

     WHEREAS, the Original Lease, as modified by the First Amendment and Second Amendment, is herein collectively referred to as the Lease.

     WHEREAS, Landlord and Tenant desire to modify and amend the Lease, in the manner and for the purposes herein set forth.

     NOW, THEREFOR, for and in consideration of the mutual premises, and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, paid by the parties hereto to one another, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

     1. Defined Terms. All capitalized terms not defined herein shall have the same meaning as set forth in the Lease.

     2. Increase in Size of Demised Premises. Landlord hereby leases and rents to Tenant and Tenant hereby leases and rents from Landlord, an additional 7,818 square feet of Rentable Floor Area on the eighth (8^th) floor of the Building (the “8^th Floor Expansion Space”), known as “Suite 820”, as shown on Exhibit “A”, attached hereto and by this reference incorporated herein. The square feet of Rentable Floor Area of the Demised Premises, which was 23,684 square feet of Rentable Floor Area, shall be, from and after the “8^th Floor Commencement Date” (as that term is herein defined), 31,502 square feet of Rentable Floor Area. The 8^th Floor Expansion Space shall be

and be deemed to be a part of the Demised Premises leased under the Lease, on the terms set forth therein, except to the extent of the specific terms as set forth in this Third Amendment.

     3. Base Rental Due from Tenant. (a) Base Rental shall be due from Tenant, and Tenant hereby covenants and agrees to pay Base Rental, as follows:

          (a) For the 8^th Floor Expansion Space, containing 7,818 square feet of Rentable Floor Area 

8th Floor Commencement Date - August 31, 2009	$23.75 per square foot of Rentable Floor Area
September 1, 2009 - August 31, 2010	$24.40 per square foot of Rentable Floor Area
September 1, 2010 - August 31, 2011	$25.07 per square foot of Rentable Floor Area
September 1, 2011 - August 31, 2012	$25.76 per square foot of Rentable Floor Area
September 1, 2012 - August 31, 2013	$26.47 per square foot of Rentable Floor Area
September 1, 2013 - August 31, 2014	$27.20 per square foot of Rentable Floor Area
September 1, 2014 - August 31, 2015	$27.95 per square foot of Rentable Floor Area
September 1, 2015 - August 31, 2016	$28.72 per square foot of Rentable Floor Area
September 1, 2016 - August 31, 2017	$29.51 per square foot of Rentable Floor Area
September 1, 2017 - August 31, 2018	$30.32 per square foot of Rentable Floor Area

          (b) For the original Demised Premises, containing 23,684 square feet of Rentable Floor Area

August 1, 2014 - July 31, 2015	$25.40 per square foot of Rentable Floor Area
August 1, 2015 - July 31, 2016	$26.10 per square foot of Rentable Floor Area
August 1, 2016 - July 31, 2017	$26.82 per square foot of Rentable Floor Area
August 1, 2017 - July 31, 2018	$27.56 per square foot of Rentable Floor Area
August 1, 2018 - August 31, 2018	$28.32 per square foot of Rentable Floor Area

          (c) So long as no Event of Default then exists, no Base Rental shall be due from Tenant for the 8^th Floor Expansion Space, for the first three (3) months after the 8^th Floor Commencement Date.

     4. Additional Rental. Tenant’s Additional Rental and Tenant’s Forecast Additional Rental shall be charged to and be due and payable from Tenant with respect to the 8^th Floor Expansion Space and the Demised Premises leased under the Lease, for the Term Addition, on the same terms and conditions as is set forth in the Lease.

     5. Tenant Improvement Allowance and Other Improvements. (a) Landlord shall provide to Tenant an allowance for the 8th Floor Expansion Space of Forty-Five and No/100 Dollars ($45.00) per square foot of Rentable Floor Area therein, or $351,810.00 in the aggregate (the “8^th Floor Expansion Space Allowance”). The 8^th Floor Expansion Space shall be delivered to Tenant in its “as is, where is” condition (except that Landlord shall cause such space to be in compliance with any applicable laws, codes, regulations and ordinances and shall cause any electrical, life safety, plumbing, heating, ventilation and cooling systems serving the 8^th Floor Expansion Space to be in good working order), in lieu of the condition set forth in the work letter attached as Exhibit “D” to the Original Lease (the “Original Work Letter”). Tenant’s build out of and improvements of the 8^th Floor Expansion Space shall be performed in accordance with and subject to the terms of the Original Work Letter. The 8^th Floor Expansion Space Allowance shall be paid to Tenant within thirty (30) days after Tenant has presented to Landlord reasonable evidence of (a) any hard or soft costs incurred by Tenant and relating to improvements or alterations made or being made to the Demised Premises (including, but not limited to, the 8^th Floor Expansion Space or any other portion of the Demised Premises in the Building), including, but not limited to, any such costs incurred prior to the date of this Third Amendment, or (b) any hard or soft costs incurred by Xpedite Systems, LLC, with respect to any Building space leased by Xpedite Systems, LLC, including but not limited to, any such costs incurred prior to the date of this Third Amendment, or (c) any costs incurred by Tenant or Xpedite Systems, LLC, for wiring or telecommunications installation, or (d) any costs incurred by Tenant for furniture for the 8^th Floor Expansion Space (but, with respect to this item (d), no more than $70,362.00 may be allocated to and used for furniture in the 8^th Floor Expansion Space). Tenant shall have the right to require payments of the 8^th Floor Expansion Space Allowance on a monthly basis.

          (b) Landlord shall also provide an additional allowance of $236,840 for work performed or to be performed by Tenant on the original Demised Premises (the “Additional Allowance”). The Additional Allowance shall be paid to Tenant within thirty (30) days after Tenant has presented to Landlord reasonable evidence of (a) any hard or soft costs incurred by Tenant and relating to improvements or alterations made or being made to the Demised Premises (including, but not limited to, the 8^th Floor Expansion Space or any other portion of the Demised Premises in the Building), including, but not limited to, any such costs incurred prior to the date of this Third Amendment, or (b) any hard or soft costs incurred by Xpedite Systems, LLC, with respect to any Building space leased by Xpedite Systems, LLC, including but not limited to, any such costs incurred prior to the date of this Third Amendment, or (c) any costs incurred by Tenant or Xpedite Systems, LLC, for wiring or telecommunications installation, or (d) any costs incurred by Tenant for furniture for the 8^th Floor Expansion Space (but, with respect to this item (d), no more than $47,368.00 may be allocated to and used for furniture in the 8^th Floor Expansion Space). Tenant shall have the right to require payments of the Additional Allowance on a monthly basis.

          (c) Tenant shall, at Tenant’s sole cost and expense, run such lines and pipes as are required so that Tenant can install, subject to and as limited by applicable law, at Tenant’s sole cost, a washer and dryer, in a location within the Demised Premises to be provided by Tenant, but the location and methods of installation of lines and pipes and the washer and dryer shall be subject to Landlord’s reasonable consent, and shall otherwise subject to the terms of the Lease and the

Original Work Letter (but there shall be no fee due to Landlord as a part of the installation or consent to the installation of the washer or dryer). The washer must be placed in a tub with a drain and the dryer must be a condensor clothes dryer such that no heat and no moisture shall be exhausted within the Building, as no exterior ventilation for such dryer is or will be permitted. The amount of water use associated with the washer shall be sub-metered, using a sub-meter to be paid for by Tenant, and Tenant shall pay for any water use by said washer, within the time periods for payment required under the Lease. To the extent that the electrical loads required to properly operate such washer and dryer exceed the Building standard electrical loads, then electrical usage of such shall also be separately metered using a sub-meter paid for by Tenant, with Tenant also paying for any extra electrical use associated with such washer and dryer, within the time periods for payment required under the Lease. Tenant must include the design and method for the tie-in to the Building plumbing system within Tenant’s proposed tenant improvement drawings, for Landlord’s consent. All costs of water and electricity that are to be paid by Tenant pursuant to this subsection (c) shall be paid at the actual rate charged by the applicable utility provider, without markup by Landlord.

     6. Term and Term Extension. (a) The Lease Term for the 8^th Floor Expansion Space shall be ten (10) years, more or less, commencing on the “8^th Floor Commencement Date” (as that term is herein defined) and ending, unless sooner terminated, extended or renewed in accordance with the terms of the Lease, on August 31, 2018. The 8^th Floor Commencement Date shall be the earliest date to occur of (i) the date Tenant occupies the 8^th Floor Expansion Space for the conduct of Tenant’s business; or (ii) September 1, 2008 (provided, however, such September 1 date shall be extended one day for each day that the completion of Tenant’s improvements and alterations to the 8^th Floor Expansion Space is delayed beyond September 1, 2008, by any act or omission of Landlord or its agents, contractors or employees (and Tenant provides notice to Landlord of the existence and nature or cause of any such delay, on a reasonably prompt basis). Tenant shall and hereby covenants and agrees to deliver plans and specifications for the 8^th Floor Expansion Space, sufficient to obtain a building permit and commence work therein, to Landlord, on or before June 30, 2008.

          (b) The Lease Term for the Demised Premises leased under the Lease is extended from July 31, 2014, by forty-nine (49) months (the “Term Addition”), so that it shall continue through August 31, 2018, unless sooner terminated in accordance with the terms of the Lease. This Term Addition shall not be deemed to be or constitute an election by Tenant to exercise an “Extended Term”, as described in Article 56 of the Original Lease.

     7. Parking; Parking Permits. With and as a part of the lease by Tenant of the 8^th Floor Expansion Space, Tenant shall be entitled to be provided up to an additional fifteen (15) Parking Permits, for the area of the Building Parking Facilities with unreserved, unmarked parking spaces. Such Parking Permits shall be provided at the prices established and otherwise under the terms of Article 55 of the Lease. Tenant shall have until September 30, 2008, to elect whether it will exercise the right to use any or all of such additional Parking Permits. After September 30, 2008, Tenant’s rights to use such additional Parking Permits shall be governed by Article 55(a)(iii) of the Lease.

     8. Potential Expansion of Demised Premises. Landlord hereby covenants and agrees to commence and pursue negotiations with the tenant currently located on the 8^th floor of the Building, Atlanta Series of Lockton Companies, Inc. (“Lockton”), to relocate Lockton’s premises from said 8^th floor, to accommodate certain expansion needs of Tenant. If Landlord is able to reach written agreement with Lockton to relocate Lockton’s premises on a commercially reasonable basis on or before November 1, 2008, Landlord shall provide Tenant notice of such (the “Relocation Notice”) to Tenant, on terms and conditions which are satisfactory to Landlord, and Tenant shall and hereby covenants and agrees to lease the following additional space in the Building:

Premises: Approximately 15,866 rentable square feet in Suite 800, being the balance of the 8^th floor of the Building (being the space leased by Lockton (the “Lockton Space”).

Delivery Date: Between September 1, 2009 and December 31, 2009. On the Delivery Date, Landlord shall deliver the Lockton Space to Tenant in the following condition: (a) with all electrical, life safety, plumbing, heating, ventilation and cooling systems serving the Lockton Space being in good working order, (b) free of tenancies, (c) free of any wiring, cables and related equipment that Tenant has not elected to remain in the Lockton Space, and (d) in compliance with all applicable laws, codes, regulations and ordinances, but otherwise in the same condition as such Lockton Space is in as of the date of this Third Amendment.

Rental Commencement Date: The earlier of (i) ninety (90) days after the Delivery Date or (ii) occupancy by Tenant for business purposes

Lease Expiration Date: The earlier of (a) Ten (10) years after Rental Commencement Date, or (b) the date that the Lease Term would otherwise expire (i.e., August 31, 2018, subject to extensions and renewals).

Base Rental Rate: $24.40 per rentable square foot for the 15,866 square feet of Rentable Floor Area on the 8^th floor. Beginning August 1, 2010 and every 12 months thereafter, the Base Rental Rate shall escalate 2.75%.

Additional Rental: Same as existing Lease.

Tenant Improvement Allowance: Landlord shall provide $15.00 per square foot of Rentable Floor Area ($237,990.00), for improvements to the Lockton Space. Subject to the terms of the paragraph entitled “Delivery Date” above, this Lockton Space shall be delivered in its “as is” condition.

Guaranty: By Premiere Global Services, Inc.

Upon the Relocation Notice by Landlord, Tenant shall be bound to lease the Lockton Space, upon the terms set forth above. Landlord and Tenant shall enter into a lease or lease amendment,

reflecting and evidencing the terms of the option, but the failure to enter into any such agreement shall not eliminate or limit Tenant’s obligations with respect to the Lockton Space.

     9. Right of First Offer. Subject to the existing rights and the continued right of (and to continue) occupancy of the tenants (and such tenant’s successors in interest) currently leasing space on the seventh (7^th) and eleventh (11^th) floors of the Building, and any portion of the eighth (8^th) floor of the Building not leased by Tenant, so long as there does not exist a default (beyond any applicable notice and cure period) by Tenant hereunder, Landlord hereby grants Tenant a right of first offer as to the space on the seventh (7^th) and eleventh (11^th) floors of the Building, and any portion of the eighth (8^th) floor of the Building not leased by Tenant, on the following terms and conditions:

          (a) At such time as Landlord desires to offer for lease or enter into a lease with respect to any portion of the Right of First Offer Space (such portion being referred to herein as the “Offered Space”), Landlord shall provide Tenant a notice (“Landlord’s Notice of Interest”).

          (b) The deadline for Tenant to exercise its right to lease the Offered Space (the “Exercise Deadline”) shall be thirty (30) days from the receipt of Landlord’s Notice of Interest.

          (c) If Tenant timely exercises this right of first offer, Tenant shall lease all of the Offered Space offered by Landlord in Landlord’s Notice of Interest, and on the terms and conditions as follows: (1) if Tenant elects to lease the Offered Space on or before November 1, 2008, Tenant shall lease the Offered Space on the same terms and conditions as applicable to the 8^th Floor Expansion Space (except that the applicable tenant allowance shall be equal either to (x) the 8^th Floor Expansion Space Allowance, if the Offered Space in question has not previously been improved for occupancy by a tenant, or (y) $15.00 per square foot of Rentable Floor Area, if the Offered Space in question has previously been improved for occupancy by a tenant, in either case multiplied by a fraction, the numerator of which is the number of months remaining in the Lease Term and the denominator of which is 120); (2) the rent commencement date shall be ninety (90) days (if the Offered Space is 10,000 square feet of Rentable Floor Area or less), and one hundred fifty (150) days if the Offered Space is more than 10,000 square feet of Rentable Floor Area), after Landlord delivers the Offered Space to Tenant with all electrical, life safety, plumbing, heating, ventilation and cooling systems serving the Lockton Space being in good working order, free of tenancies, free of any wiring, cables and related equipment that Tenant has not elected to remain, and in compliance with all applicable laws, codes, regulations and ordinances, and (3) if Tenant elects to lease the Offered Space after November 1, 2008, the applicable Base Rental rate shall be the Market Base Rental Rate (as calculated pursuant to Section 56.3 of the Lease). If Landlord and Tenant are not able to agree upon the Market Base Rental Rate within thirty (30) days after Tenant exercises the right of first offer, the Market Base Rental Rate shall be determined pursuant to the arbitration procedures in Section 56.3 of the Lease. Landlord and Tenant shall enter into a new lease or an amendment to this Lease with respect to the Offered Space containing terms and conditions contemplated hereby.

          (d) If Tenant does not deliver its notice of intent to lease the Offered Space on or before the Exercise Deadline, or elects in such notice not to lease the Offer Space, then this right of first offer to lease the Offered Space will lapse and be of no further effect and Landlord will have the right to lease the Offered Space to any third party; provided, however, if Landlord has not entered in a written lease or lease amendment, as applicable, for the Offered Space to a third party within one hundred eighty (180) days after Tenant has elected not to, or has been deemed to have elected not to, lease the Offered Space, then this right of first offer will once again apply to the Offered Space.

     10. Consent of Guarantor. Tenant shall cause the guarantor of the Original Lease to execute and deliver to Landlord the Acknowledgement, Consent and Reaffirmation of Guarantor of Lease, attached hereto as Exhibit “B”, by this reference incorporated herein, with the execution and delivery of this Third Amendment. The delivery of this document is a material inducement to Landlord, without which Landlord would not have executed and delivered this Third Amendment.

     11. Brokers. COUSINS PROPERTIES INCORPORATED (“CPI”) REPRESENTED LANDLORD IN THIS TRANSACTION. COLLIERS CAUBLE (“CC”) REPRESENTED TENANT IN THIS TRANSACTION. CPI AND CC ARE ENTITLED TO A LEASING COMMISSION FROM LANDLORD BY VIRTUE OF THIS THIRD AMENDMENT, WHICH LEASING COMMISSION SHALL BE PAID BY LANDLORD TO SAID BROKERS IN ACCORDANCE WITH THE TERMS OF SEPARATE AGREEMENTS BETWEEN LANDLORD AND CPI AND CC, RESPECTIVELY. Tenant hereby authorizes Broker(s) and Landlord to identify Tenant as a tenant of the Building and to state the amount of space leased by Tenant in advertisements and promotional materials relating to the Building. Tenant represents and warrants to Landlord that (except with respect to any Broker[s] identified hereinabove) no broker, agent, commission salesperson, or other person has represented Tenant in the negotiations for and procurement of this Third Amendment and that (except with respect to any Broker[s] identified hereinabove) no commissions, fees, or compensation of any kind are due and payable in connection herewith to any broker, agent, commission salesperson, or other person as a result of any act or agreement of Tenant. Tenant agrees to indemnify and hold Landlord harmless from all loss, liability, damage, claim, judgment, cost or expense (including reasonable attorneys’ fees and court costs) suffered or incurred by Landlord as a result of a breach by Tenant of the representation and warranty contained in the immediately preceding sentence or as a result of any claim for any fee, commission or similar compensation with respect to this Lease made by any broker, agent or finder (other than the Broker[s] identified hereinabove) claiming to have dealt with Tenant, whether or not such claim is meritorious. Landlord represents and warrants to Tenant that (except with respect to any Broker[s] identified hereinabove) no broker, agent, commission salesperson, or other person has represented Landlord in the negotiations for and procurement of this Third Amendment and that (except with respect to any Broker[s] identified hereinabove) no commissions, fees, or compensation of any kind are due and payable in connection herewith to any broker, agent, commission salesperson, or other person as a result of any act or agreement of Landlord.

     12. No Other Modifications. Except as expressly modified herein, the Lease shall remain in full force and effect and, as modified herein, is expressly ratified and confirmed by the

parties hereto. There is no default, event of default or failure to comply with the terms of the Lease by either party hereto.

     13. Legal Representatives, Successors and Assigns. This Third Amendment shall be binding upon and shall inure to the benefit of Landlord and Tenant and their respective legal representatives, successors and assigns.

     14. Georgia Law. This Third Amendment shall be construed and interpreted under the laws of the State of Georgia.

     15. Time of Essence. Time is of the essence of this Third Amendment.

     IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day, month and year first above written.

“LANDLORD”:

3280 PEACHTREE I LLC,

a Georgia limited liability company

By:	Cousins Properties Incorporated,
	a Georgia corporation,
	Member
	By:	/s/ John S. McCall
	Its:	SVP
		(CORPORATE SEAL)

“TENANT”:

AMERICAN TELECONFERENCING SERVICES, LTD.

D/B/A PREMIERE GLOBAL SERVICES

By:	/s/ Scott Askins Leonard
Name:	Scott Askins Leonard
Title:	SVP-Legal
Attest:	/s/ Anne E. Jacobs
Name:	Anne E. Jacobs
Title:	Sr. Paralegal
	(CORPORATE SEAL)

EX-10.17

EXHIBIT 10.17

ACKNOWLEDGMENT, CONSENT
AND REAFFIRMATION OF GUARANTOR OF LEASE

     THIS ACKNOWLEDGMENT, CONSENT AND REAFFIRMATION OF GUARANTOR OF LEASE (the “Consent”), is made this 3^rd day of June, 2008, by PREMIERE GLOBAL SERVICES, INC. (“Guarantor”), to and for the benefit of 3280 PEACHTREE I LLC (“Landlord”).

WITNESSETH:

     WHEREAS, Guarantor did duly execute and deliver that certain Guaranty of Lease (the “Original Guaranty”), on October 28, 2005, in connection with and as a material inducement for that certain Lease Agreement, as may have been amended previously (the “Original Lease”), involving Landlord and American Teleconferencing Services, Ltd. d/b/a Premiere Global Services (“Tenant”).

     WHEREAS, Landlord and Tenant have entered into an amendment to the Original Lease (the “Lease Amendment”), dated June 3^rd, 2008 subject to and conditioned upon the execution and delivery of this Consent.

     WHEREAS, Landlord would not have entered into or agreed to the Lease Amendment, were it not for the execution and delivery of this Consent to Landlord, which Consent was a material inducement to Landlord to enter into the Lease Amendment.

     WHEREAS, Guarantor, which will derive material and substantial benefit from the Lease Amendment, desires to provide this Consent, in connection with the Lease Amendment.

     NOW THEREFORE, for and in consideration of the mutual covenants contained herein, and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, paid by the parties hereto to one another, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

     1. Amendment to Lease. Guarantor hereby acknowledges and consents to the fact that the Original Lease has been modified and amended by virtue of the Lease Amendment.

     2. No Modification. The granting of this Consent by Guarantor to Landlord and Tenant in no way modifies or amends the Guaranty or any Guarantor’s obligations and duties under the Guaranty. Said Guaranty is and shall remain in full force and effect and is a valid and continuing obligation of Guarantor according to its terms.

     3. Warranties and Representations. The warranties and representations made by Guarantor in the Guaranty are made and ratified as of the date hereof with respect to this Consent.

     4. No Further Consent Required. The request made by Landlord herein and the giving of this Consent by Guarantor shall in no way be or be deemed to be a waiver of Landlord’s rights under the Guaranty.

     5. Binding Nature. This Consent shall inure to the benefit of Landlord, Tenant and their respective heirs, legal representatives, successors and assigns.

     6. Georgia Law. This Consent has been given, and shall be construed under, the laws of the State of Georgia.

     IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed under seal and delivered on the day and year first above written.

“Guarantor”
PREMIERE GLOBAL SERVICES, INC.
By:	/s/ Scott Askins Leonard
Its:	SVP-Legal

EX-10.18

EXHIBIT 10.18

FIRST AMENDMENT TO LEASE AGREEMENT

     THIS FIRST AMENDMENT TO LEASE AGREEMENT (the “First Amendment”), is made this 14th day of July, 2006, by 3280 PEACHTREE I LLC (as “Landlord”) and XPEDITE SYSTEMS, LLC, D/B/A PREMIERE GLOBAL SERVICES (as “Tenant”).

W I T N E S S E T H:

     WHEREAS, Landlord and Tenant did enter into that certain Lease Agreement, dated as of October 28, 2005 (the “Original Lease”), for space in that certain building known as “Terminus 100”, located at 3280 Peachtree Road, Atlanta, Georgia (the “Building”), as such space is more particularly described in the Original Lease (the “Demised Premises”).

     WHEREAS, Landlord and Tenant desire to modify and amend the Original Lease, in the manner and for the purposes herein set forth.

     NOW, THEREFOR, for and in consideration of the mutual premises, and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, paid by the parties hereto to one another, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

     1. Defined Terms. All capitalized terms not defined herein shall have the same meaning as set forth in the Original Lease.

     2. Construction Matters. Notwithstanding the terms of the Original Lease, Tenant has instructed that Landlord select and use, and Landlord shall select and use, as the general contractor for performing tenant finish work in the Demised Premises, Humphries and Company General Contractors (“Humphries”). Landlord, upon the direction and at the request of Tenant, will not bid such work, as required under the Original Lease, to any other contractor. Once Humphries has provided a final price for the tenant finish work for the Demised Premises, Landlord shall provide such price to Tenant, for Tenant’s approval.

     3. No Other Modifications. Except as expressly modified herein, the Original Lease shall remain in full force and effect and, as modified herein, is expressly ratified and confirmed by the parties hereto.

     4. Legal Representatives, Successors and Assigns. This First Amendment shall be binding upon and shall inure to the benefit of Landlord and Tenant and their respective legal representatives, successors and assigns.

     5. Georgia Law. This First Amendment shall be construed and interpreted under the laws of the State of Georgia.

     6. Time of Essence. Time is of the essence of this First Amendment.

     7. Consent of Guarantor. Tenant shall cause the guarantor of the Original Lease to execute and deliver to Landlord the Acknowledgement and Consent of Guarantor, attached hereto as Exhibit “B”, by this reference incorporated herein, with the execution and delivery of this First Amendment. The delivery of this document is a material inducement to Landlord, without which Landlord would not have executed and delivered this First Amendment.

     IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day, month and year first above written.

“LANDLORD”:
3280 PEACHTREE I LLC,
a Georgia limited liability company
By:	Cousins Properties Incorporated,
	a Georgia corporation,
	managing member
	By:	/s/ John S. McCall
	Its:	SVP
		(CORPORATE SEAL)

“TENANT”:
XPEDITE SYSTEMS, LLC D/B/A PREMIERE GLOBAL
SERVICES
By:	/s/ Michael Havener
Name:	Michael Havener
Title:	CFO
Attest:	/s/ Nicole M. Kamen
Name:	Nicole M. Kamen
Title:	VP
	(CORPORATE SEAL)

2

EX-10.19

EXHIBIT 10.19

ACKNOWLEDGMENT, CONSENT
AND REAFFIRMATION OF GUARANTOR OF LEASE

     THIS ACKNOWLEDGMENT, CONSENT AND REAFFIRMATION OF GUARANTOR OF LEASE (the “Consent’), is made this 14^th day of July, 2006, by PREMIERE GLOBAL SERVICES, INC. (“Guarantor”), to and for the benefit of 3280 PEACHTREE I LLC (“Landlord”).

W I T N E S S E T H:

     WHEREAS, Guarantor did duly execute and deliver that certain Guaranty of Lease (the “Original Guaranty”), on October 28, 2005, in connection with and as a material inducement for that certain Lease Agreement, as may have been amended previously (the “Original Lease”), involving Landlord and Xpedite Systems, LLC d/b/a Premiere Global Services (“Tenant”).

     WHEREAS, Landlord and Tenant have entered into an amendment to the Original Lease (the “Lease Amendment”), dated July 14, 2006 subject to and conditioned upon the execution and delivery of this Consent.

     WHEREAS, Landlord would not have entered into or agreed to the Lease Amendment, were it not for the execution and delivery of this Consent to Landlord, which Consent was a material inducement to Landlord to enter into the Lease Amendment.

     WHEREAS, Guarantor, which will derive material and substantial benefit from the Lease Amendment, desires to provide this Consent, in connection with the Lease Amendment.

     NOW THEREFORE, for and in consideration of the mutual covenants contained herein, and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, paid by the parties hereto to one another, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

     1. Amendment to Lease. Guarantor hereby acknowledges and consents to the fact that the Original Lease has been modified and amended by virtue of the Lease Amendment.

     2. No Modification. The granting of this Consent by Guarantor to Landlord and Tenant in no way modifies or amends the Guaranty or any Guarantor’s obligations and duties under the Guaranty. Said Guaranty is and shall remain in full force and effect and is a valid and continuing obligation of Guarantor according to its terms.

     3. Warranties and Representations. The warranties and representations made by Guarantor in the Guaranty are made and ratified as of the date hereof with respect to this Consent.

     4. No Further Consent Required. The request made by Landlord herein and the giving of this Consent by Guarantor shall in no way be or be deemed to be a waiver of Landlord’s rights under the Guaranty.

     5. Binding Nature. This Consent shall inure to the benefit of Landlord, Tenant and their respective heirs, legal representatives, successors and assigns.

     6. Georgia Law. This Consent has been given, and shall be construed under, the laws of the State of Georgia.

     IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed under seal and delivered on the day and year first above written.

“Guarantor”
PREMIERE GLOBAL SERVICES, INC.
By:	/s/ Michael Havener
Its:	CFO

EX-10.20

EXHIBIT 10.20

SECOND AMENDMENT TO LEASE AGREEMENT

     THIS SECOND AMENDMENT TO LEASE AGREEMENT (the “Second Amendment”), is made this 15^th day of March, 2007, by 3280 PEACHTREE I LLC (as “Landlord”) and XPEDITE SYSTEMS, LLC D/B/A PREMIERE GLOBAL SERVICES (as “Tenant”).

W I T N E S S E T H:

     WHEREAS, Landlord and Tenant did enter into that certain Lease Agreement, dated as of October 28, 2005 (the “Original Lease”), for space (consisting of all of the 10^th floor) in that certain building located at 3280 Peachtree Road, Atlanta, Georgia (the “Building”), as such space is more particularly described in the Original Lease (the “Demised Premises”).

     WHEREAS, Landlord and Tenant did enter into that certain First Amendment to Lease Agreement, dated July 31, 2006 (the “First Amendment”).

     WHEREAS, the Original Lease, as modified by the First Amendment, is sometimes herein referred to collectively as the “Lease”.

     WHEREAS, Landlord and Tenant desire to modify and amend the Lease, in the manner and for the purposes herein set forth.

     NOW, THEREFOR, for and in consideration of the mutual premises, and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, paid by the parties hereto to one another, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

     1. Defined Terms. All capitalized terms not defined herein shall have the same meaning as set forth in the Original Lease.

     2. Size of Demised Premises. The square feet of Rentable Floor Area of the Demised Premises, which was set forth in the Original Lease as 23,529 is and shall be, for the purposes of the Original Lease, 23,684 square feet of Rentable Floor Area. Floor plan measurements for the Building are as set forth on Exhibit “B”, attached hereto and by this reference incorporated herein.

     3. Building Size and Building Address. The square feet of Rentable Floor Area in the Building, which was set forth in the Original Lease as 582,049, is and shall be for the purposes of the Original Lease, 584,758 square feet of Rentable Floor Area. The address of the Building and the Building address for notices to Tenant is (in lieu of what is set forth in the Original Lease) 3280 Peachtree Road, NW, Atlanta, Georgia 30305-2422.

     4. Signage and Tenant’s Logotype. With respect to the Building monument signs described in Article 59.1 of the Original Lease, Tenant acknowledges that such signs are attached to the Building, and are not free-standing. Tenant, together with Tenant’s Affiliate (leasing the 9^th floor of the Building), have the right, in the aggregate, to one sign panel on one such sign.

     5. Removal of Certain Improvements at end of Lease Term. Tenant hereby acknowledges that Landlord permitted Tenant to build within and as a part of the Demised Premises, a fitness center for use by Tenant’s employees (based upon plans and specifications received by Landlord), on the sole condition that, upon the end of the Lease Term, Tenant restore such fitness center area to a condition consistent with Tenant’s build-out and finish in the remainder of the Demised Premises, at Tenant’s sole cost and expense. Tenant hereby agrees that on or prior to the end of the Lease Term, Tenant shall restore the fitness center area to a condition consistent with Tenant’s build-out and finish in the remainder of the Demised Premises, at Tenant’s sole cost and expense.

     6. Operating Expenses; Bond Transaction. Landlord obtained an inducement resolution from the Development Authority of Fulton County (the “Authority”) which qualified the Project for the issuance by the Authority of taxable revenue bonds to finance the acquisition of the Project by the Authority and the lease-back of the Project from the Authority to Landlord, and Landlord and the Authority have closed and consummated such taxable revenue bond transaction. The taxable revenue bond financing transaction with the Authority required the expenditure by Landlord of significant transaction costs in connection with the closing thereof, including filing fees, inducement costs, publication costs, bond issuance fees, bond validation fees, recording fees, attorney’s fees and expenses, and accounting and consultant fees and expenses, and has and will require the expenditure by Landlord of additional third-party costs and expenses during the period that the taxable revenue bonds are outstanding, but such taxable revenue bond financing transaction will result in a significant reduction in the ad valorem taxes assessed against the Project during a period not to exceed ten (10) years. Landlord and Tenant hereby agree that Operating Expenses under this Lease shall include amortization (calculated utilizing a reasonable rate of interest, whether or not such interest is actually incurred) of the actual third-party costs and expenses incurred by Landlord in connection with Landlord’s obtaining the aforesaid inducement resolution from the Authority and the closing and consummation of the taxable revenue bond financing transaction, amortized over a period of ten (10) years commencing on January 1 of the first year during which the ad valorem taxes assessed against the Project are reduced as a result of such taxable revenue bond financing transaction, and Operating Expenses for each year shall also include the costs of legal and accounting services and other third-party costs incurred by Landlord during such year which would not have been incurred by Landlord but for the taxable revenue bond financing transaction; provided, however, the costs and expenses (or amortized amounts thereof, as the case may be) included in Operating Expenses under this Article during any year shall in no event exceed the amount of the reduction in ad valorem taxes assessed against the Project for such year resulting from the taxable revenue bond financing transaction.

     7. Ceiling Allowance and Ceiling Work. Landlord and Tenant agree that in lieu of any obligations on the part of Landlord to perform or provide any work on or for the ceiling within the

2

Demised Premises, as set forth in Paragraph 2(b) of Exhibit “D” to the Original Lease (and Landlord no longer has such obligations), Landlord shall provide an additional allowance to Tenant of One Hundred Eighty-Five Thousand Sixty-Two and No/100 Dollars ($185,062.00). Such additional allowance shall be funded under the same conditions that the Construction Allowance is funded under the Original Lease.

     8. Consent of Guarantor. Tenant shall cause the guarantor of the Original Lease to execute and deliver to Landlord the Acknowledgement, Consent and Reaffirmation of Guarantor of Lease, attached hereto as Exhibit “A”, by this reference incorporated herein, with the execution and delivery of this Second Amendment. The delivery of this document is a material inducement to Landlord, without which Landlord would not have executed and delivered this Second Amendment.

     9. Work Within Fire Stairs. Tenant has requested that Tenant have the right to make certain improvements to the fire-stairs between the floors of the Demised Premises that it occupies in the Building (the “Stairwell Work”), and Landlord shall permit Tenant to do such Stairwell Work, subject to and conditioned upon the following terns and conditions:

     (a) Landlord shall have the right to approve the plans and specifications for such Stairwell Work;

     (b) Tenant shall be responsible for the cost of such Stairwell Work (which may be funded from the Construction Allowance, to the extent available), and for such Stairwell Work (as conducted and upon completion) being in compliance with all applicable codes, laws, ordinances and regulations, and any delay in achieving substantial compliance or acquiring a certificate of occupancy for the Demised Premises because of or in connection with such Stairwell Work shall be a Tenant Delay, and shall not delay or otherwise impact the Rental Commencement Date;

     (c) Landlord shall have the right to repair or replace (at Tenant’s sole cost and expense), if Landlord deems it necessary, in Landlord’s reasonable judgment, any of the Stairwell Work, after providing at least five (5) days prior notice to Tenant of such intent; and

     (d) Tenant shall be responsible for the cost of cleaning the stairwells and the Stairwell Work. Landlord shall arrange for such cleaning, through the Building janitorial service, and Landlord shall bill Tenant, and Tenant shall pay for, such cost as billed.

     10. No Other Modifications. Except as expressly modified herein, the Lease shall remain in full force and effect and, as modified herein, is expressly ratified and confirmed by the parties hereto.

     11. Legal Representatives, Successors and Assigns. This Second Amendment shall be binding upon and shall inure to the benefit of Landlord and Tenant and their respective legal representatives, successors and assigns.

3

     12. Georgia Law. This Second Amendment shall be construed and interpreted under the laws of the State of Georgia.

     13. Time of Essence. Time is of the essence of this Second Amendment.

4

     IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day, month and year first above written.

“LANDLORD”:
3280 PEACHTREE I LLC,
a Georgia limited liability company
By:	Cousins Properties Incorporated,
	a Georgia corporation,
	Member
	By:	/s/ Jack A. LaHue
	Its:	Jack A. LaHue Senior Vice President
		(CORPORATE SEAL)

“TENANT”:
XPEDITE SYSTEMS, LLC, D/B/A PREMIERE GLOBAL
SERVICES
By:	/s/ Michael Havener
Name:	Michael Havener
Title:	Chief Financial Officer
Attest:	/s/ Bobby Collett
Name:	Bobby Collett
Title:	Vice President Corporate Real Estate
	(CORPORATE SEAL)

5

EX-10.21

EXHIBIT 10.21

ACKNOWLEDGMENT, CONSENT
AND REAFFIRMATION OF GUARANTOR OF LEASE

     THIS ACKNOWLEDGMENT, CONSENT AND REAFFIRMATION OF GUARANTOR OF LEASE (the “Consent”), is made this 15^th day of March, 2007, by PREMIERE GLOBAL SERVICES, INC. (“Guarantor”), to and for the benefit of 3280 PEACHTREE I LLC (“Landlord”).

W I T N E S S E T H:

     WHEREAS, Guarantor did duly execute and deliver that certain Guaranty of Lease (the “Original Guaranty”), on October 28, 2005, in connection with and as a material inducement for that certain Lease Agreement, as may have been amended previously (the “Original Lease”), involving Landlord and XPedite Systems, LLC, d/b/a Premiere Global Services (“Tenant”).

     WHEREAS, Landlord and Tenant have entered into an amendment to the Original Lease (the “Lease Amendment”), dated March 15, 2007 subject to and conditioned upon the execution and delivery of this Consent.

     WHEREAS, Landlord would not have entered into or agreed to the Lease Amendment, were it not for the execution and delivery of this Consent to Landlord, which Consent was a material inducement to Landlord to enter into the Lease Amendment.

     WHEREAS, Guarantor, which will derive material and substantial benefit from the Lease Amendment, desires to provide this Consent, in connection with the Lease Amendment.

     NOW THEREFORE, for and in consideration of the mutual covenants contained herein, and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, paid by the parties hereto to one another, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

     1. Amendment to Lease. Guarantor hereby acknowledges and consents to the fact that the Original Lease has been modified and amended by virtue of the Lease Amendment.

     2. No Modification. The granting of this Consent by Guarantor to Landlord and Tenant in no way modifies or amends the Guaranty or any Guarantor’s obligations and duties under the Guaranty. Said Guaranty is and shall remain in full force and effect and is a valid and continuing obligation of Guarantor according to its terms.

     3. Warranties and Representations. The warranties and representations made by Guarantor in the Guaranty are made and ratified as of the date hereof with respect to this Consent.

     4. No Further Consent Required. The request made by Landlord herein and the giving of this Consent by Guarantor shall in no way be or be deemed to be a waiver of Landlord’s rights under the Guaranty.

     5. Binding Nature. This Consent shall inure to the benefit of Landlord, Tenant and their respective heirs, legal representatives, successors and assigns.

     6. Georgia Law. This Consent has been given, and shall be construed under, the laws of the State of Georgia.

     IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed under seal and delivered on the day and year first above written.

“Guarantor”
PREMIERE GLOBAL SERVICES, INC.
By:	/s/ Michael Havener
Name:	Michael Havener
Its:	Chief Financial Officer

EX-10.22

EXHIBIT 10.22

THIRD AMENDMENT TO LEASE AGREEMENT

     THIS THIRD AMENDMENT TO LEASE AGREEMENT (the “Third Amendment”), is made this 3^rd day of June, 2008, by 3280 PEACHTREE I LLC (as “Landlord”) and XPEDITE SYSTEMS, LLC D/B/A PREMIERE GLOBAL SERVICES (as “Tenant”).

W I T N E S S E T H:

     WHEREAS, Landlord and Tenant did enter into that certain Lease Agreement, dated as of October 28, 2005 (the “Original Lease”), for space (consisting of all of the 10^th floor, containing 23,684 square feet of Rentable Floor Area) in that certain building located at 3280 Peachtree Road, Atlanta, Georgia (the “Building”), as such space is more particularly described in the Original Lease (the “Demised Premises”).

     WHEREAS, Landlord and Tenant did enter into that certain First Amendment to Lease Agreement, dated July 31, 2006 (the “First Amendment”).

     WHEREAS, Landlord and Tenant did enter into that certain Second Amendment to Lease Agreement, dated March 15, 2007 (the “Second Amendment”).

     WHEREAS, the Original Lease, as modified by the First and Second Amendment is sometimes herein referred to collectively as the “Lease”.

     WHEREAS, Landlord and Tenant desire to modify and amend the Lease, in the manner and for the purposes herein set forth.

     NOW, THEREFOR, for and in consideration of the mutual premises, and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, paid by the parties hereto to one another, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

     1. Defined Terms. All capitalized terms not defined herein shall have the same meaning as set forth in the Original Lease.

     2. Extension of Lease Term. The Lease Term is extended by forty-nine (49) months, from July 31, 2014 (the “Term Addition”), so that it shall continue through August 31, 2018, unless sooner terminated in accordance with the terms of the Lease. This Term Addition shall not be deemed to be or constitute an election by Tenant to exercise an “Extended Term”, as described in Article 56 of the Original Lease.

     3. Base Rental. Base Rental shall be due from Tenant, and Tenant hereby covenants and agrees to pay Base Rental, for the Term Addition, as follows:

For the Demised Premises, containing 23,684 square feet of Rentable Floor Area
August 1, 2014 - July 31, 2015	$25.40 per square foot of Rentable Floor Area
August 1, 2015 - July 31, 2016	$26.10 per square foot of Rentable Floor Area
August 1, 2016 - July 31, 2017	$26.82 per square foot of Rentable Floor Area
August 1, 2017 - July 31, 2018	$27.56 per square foot of Rentable Floor Area
August 1, 2018 - August 31, 2018	$28.32 per square foot of Rentable Floor Area

     4. Additional Rental. Tenant’s Additional Rental and Tenant’s Forecast Additional Rental shall be charged to and be due and payable from Tenant with respect to the Demised Premises leased under the Lease, for the Term Addition, on the same terms and conditions as is set forth in the Lease.

     5. Tenant Improvement Allowance. Landlord shall also provide an additional allowance of $236,840 for work performed or to be performed by Tenant on the original Demised Premises (the “Additional Allowance”). The Additional Allowance shall be paid to Tenant within thirty (30) days after Tenant has presented to Landlord reasonable evidence of (a) any hard or soft costs incurred by Tenant and relating to improvements or alterations made or being made to any portion of the Demised Premises, including, but not limited to, any such costs incurred prior to the date of this Third Amendment, or (b) any hard or soft costs incurred by American Teleconferencing Services, Ltd. (“ATS”), with respect to any Building space leased by ATS, including but not limited to, any such costs incurred prior to the date of this Third Amendment, or (c) any costs incurred by Tenant or ATS, for wiring or telecommunications installation, or (d) any costs incurred by ATS for furniture for space on the eighth (8^th) floor of the Building (but, with respect to this item (d), no more than $47,368.00 of the Additional Allowance may be allocated to and used for furniture for space in the eighth (8^th) floor of the Building). Tenant shall have the right to require payments of the Additional Allowance on a monthly basis.

     6. Brokers. COUSINS PROPERTIES INCORPORATED (“CPI”) REPRESENTED LANDLORD IN THIS TRANSACTION. COLLIERS CAUBLE (“CC”) REPRESENTED TENANT IN THIS TRANSACTION. CPI AND CC ARE ENTITLED TO A LEASING COMMISSION FROM LANDLORD BY VIRTUE OF THIS THIRD AMENDMENT, WHICH LEASING COMMISSION SHALL BE PAID BY LANDLORD TO SAID BROKERS IN ACCORDANCE WITH THE TERMS OF SEPARATE AGREEMENTS BETWEEN LANDLORD AND CPI AND CC, RESPECTIVELY. Tenant hereby authorizes Broker(s) and Landlord to identify Tenant as a tenant of the Building and to state the amount of space leased by Tenant in advertisements and promotional materials relating to the Building. Tenant represents and warrants to Landlord that (except with respect to any Broker[s] identified hereinabove) no broker, agent, commission salesperson, or other person has represented Tenant in the negotiations for and procurement of this Third Amendment and that (except with respect to any Broker[s] identified hereinabove) no commissions, fees, or compensation of any kind are due and payable in connection herewith to any broker, agent, commission salesperson, or other person as a result of any act or agreement of Tenant. Tenant agrees to indemnify and hold Landlord

harmless from all loss, liability, damage, claim, judgment, cost or expense (including reasonable attorneys’ fees and court costs) suffered or incurred by Landlord as a result of a breach by Tenant of the representation and warranty contained in the immediately preceding sentence or as a result of any claim for any fee, commission or similar compensation with respect to this Lease made by any broker, agent or finder (other than the Broker[s] identified hereinabove) claiming to have dealt with Tenant, whether or not such claim is meritorious. Landlord represents and warrants to Tenant that (except with respect to any Broker[s] identified hereinabove) no broker, agent, commission salesperson, or other person has represented Landlord in the negotiations for and procurement of this Third Amendment and that (except with respect to any Broker[s] identified hereinabove) no commissions, fees, or compensation of any kind are due and payable in connection herewith to any broker, agent, commission salesperson, or other person as a result of any act or agreement of Landlord.

     7. Consent of Guarantor. Tenant shall cause the guarantor of the Original Lease to execute and deliver to Landlord the Acknowledgement, Consent and Reaffirmation of Guarantor of Lease, attached hereto as Exhibit “A”, by this reference incorporated herein, with the execution and delivery of this Third Amendment. The delivery of this document is a material inducement to Landlord, without which Landlord would not have executed and delivered this Third Amendment.

     8. No Other Modifications. Except as expressly modified herein, the Lease shall remain in full force and effect and, as modified herein, is expressly ratified and confirmed by the parties hereto. There is no default, event of default or failure to comply with the terms of the Lease by either party hereto. There is no default, event of default or failure to comply with the terms of the Lease by either party hereto.

     9. Legal Representatives, Successors and Assigns. This Third Amendment shall be binding upon and shall inure to the benefit of Landlord and Tenant and their respective legal representatives, successors and assigns.

     10. Georgia Law. This Third Amendment shall be construed and interpreted under the laws of the State of Georgia.

     11. Time of Essence. Time is of the essence of this Third Amendment.

     IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day, month and year first above written.

“LANDLORD”:

3280 PEACHTREE I LLC,

a Georgia limited liability company

By:	Cousins Properties Incorporated,
	a Georgia corporation,
	Member
	By:	/s/ John S. McCall
	Its:	SVP
		(CORPORATE SEAL)

“TENANT”:

XPEDITE SYSTEMS, LLC, D/B/A PREMIERE GLOBAL SERVICES

By:	/s/ Scott Askins Leonard
Name:	Scott Askins Leonard
Title:	SVP-Legal
Attest:	/s/ Anne E. Jacobs
Name:	Anne E. Jacobs
Title:	Sr. Paralegal
	(CORPORATE SEAL)

EX-10.23

EXHIBIT 10.23

ACKNOWLEDGMENT, CONSENT
AND REAFFIRMATION OF GUARANTOR OF LEASE

     THIS ACKNOWLEDGMENT, CONSENT AND REAFFIRMATION OF GUARANTOR OF LEASE (the “Consent”), is made this 3^rd day of June, 2008, by PREMIERE GLOBAL SERVICES, INC. (“Guarantor”), to and for the benefit of 3280 PEACHTREE I LLC (“Landlord”).

WITNESSETH:

     WHEREAS, Guarantor did duly execute and deliver that certain Guaranty of Lease (the “Original Guaranty”), on October 28, 2005, in connection with and as a material inducement for that certain Lease Agreement, as may have been amended previously (the “Original Lease”), involving Landlord and Xpedite Systems, LLC, d/b/a Premiere Global Services (“Tenant”).

     WHEREAS, Landlord and Tenant have entered into an amendment to the Original Lease (the “Lease Amendment”), dated June 3, 2008 subject to and conditioned upon the execution and delivery of this Consent.

     WHEREAS, Landlord would not have entered into or agreed to the Lease Amendment, were it not for the execution and delivery of this Consent to Landlord, which Consent was a material inducement to Landlord to enter into the Lease Amendment.

     WHEREAS, Guarantor, which will derive material and substantial benefit from the Lease Amendment, desires to provide this Consent, in connection with the Lease Amendment.

     NOW THEREFORE, for and in consideration of the mutual covenants contained herein, and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, paid by the parties hereto to one another, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

     1. Amendment to Lease. Guarantor hereby acknowledges and consents to the fact that the Original Lease has been modified and amended by virtue of the Lease Amendment.

     2. No Modification. The granting of this Consent by Guarantor to Landlord and Tenant in no way modifies or amends the Guaranty or any Guarantor’s obligations and duties under the Guaranty. Said Guaranty is and shall remain in full force and effect and is a valid and continuing obligation of Guarantor according to its terms.

     3. Warranties and Representations. The warranties and representations made by Guarantor in the Guaranty are made and ratified as of the date hereof with respect to this Consent.

     4. No Further Consent Required. The request made by Landlord herein and the giving of this Consent by Guarantor shall in no way be or be deemed to be a waiver of Landlord’s rights under the Guaranty.

     5. Binding Nature. This Consent shall inure to the benefit of Landlord, Tenant and their respective heirs, legal representatives, successors and assigns.

     6. Georgia Law. This Consent has been given, and shall be construed under, the laws of the State of Georgia.

     IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed under seal and delivered on the day and year first above written.

“Guarantor”
PREMIERE GLOBAL SERVICES, INC.
By:	Scott Askins Leonard
Its:	SVP-Legal

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Boland T. Jones, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Premiere Global Services, Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2008

/s/ Boland T. Jones

Boland T. Jones

Chief Executive Officer

Premiere Global Services, Inc.

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Michael E. Havener, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Premiere Global Services, Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2008

/s/ Michael E. Havener

Michael E. Havener

Chief Financial Officer

Premiere Global Services, Inc.

EX-32.1

EXHIBIT 32.1

STATEMENT OF CHIEF EXECUTIVE OFFICER
OF PREMIERE GLOBAL SERVICES, INC.
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
§ 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Premiere Global Services, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Boland T. Jones, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Boland T. Jones

Boland T. Jones

Chief Executive Officer

Premiere Global Services, Inc.

August 8, 2008

EX-32.2

EXHIBIT 32.2

STATEMENT OF CHIEF FINANCIAL OFFICER
OF PREMIERE GLOBAL SERVICES, INC.
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
§ 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Premiere Global Services, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Michael E. Havener, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael E. Havener

Michael E. Havener
Chief Financial Officer
Premiere Global Services, Inc.
August 8, 2008