EX-10.8 3 c45143_ex10-8.htm

EXHIBIT 10.8

AMENDMENT NO. 4 AND WAIVER

          THIS AMENDMENT NO. 4 AND WAIVER, dated as of October 3, 2006 (this “Amendment”), of that certain Credit Agreement referenced below is by and among PREMIERE GLOBAL SERVICES, INC., a Georgia corporation formerly known as PTEK Holdings, Inc. (the “Borrower”), the Guarantors and the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

W I T N E S S E T H

          WHEREAS, a $300 million revolving credit facility has been established in favor of the Borrower pursuant to the terms of that certain Credit Agreement, dated as of June 30, 2004 (as amended and modified, the “Credit Agreement”), among the Borrower, the Guarantors and Lenders identified therein and Bank of America, N.A., as Administrative Agent;

          WHEREAS, the Borrower has requested amendment of the Credit Agreement;

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

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

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

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

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

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

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

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

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

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

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

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

          5.           Full Force and Effect. Except as modified hereby, all of the terms and provisions of the Credit Agreement and the other Credit Documents (including schedules and exhibits thereto) shall remain in full force and effect.

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

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

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

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

BORROWER:    PREMIERE GLOBAL SERVICES, INC., a Georgia corporation 
 
 
    By: 
/s/ L. Scott Askins 
                                   
    Name:  L. Scott Askins 
    Title:  SVP - Legal 
 
 
GUARANTORS:    AMERICAN TELECONFERENCING SERVICES, LTD., 
       a Missouri corporation 
    PREMIERE CONFERENCING NETWORKS, INC., a Georgia corporation 
   
PTEK SERVICES, INC., a Delaware corporation
    XPEDITE NETWORK SERVICES, INC., a Georgia corporation 
    XPEDITE SYSTEMS WORLDWIDE, INC., a Delaware corporation 
    ACCUCAST, INC., a Georgia corporation 
    NETSPOKE, INC., a Delaware corporation 
    IMEET, INC., a Delaware corporation 
    COMMUNICATIONS NETWORK ENHANCEMENT INC., 
       a Delaware corporation 
 
 
    By: 
/s/ L. Scott Askins 
    Name:  L. Scott Askins 
    Title:  SVP - Legal 
 
    XPEDITE SYSTEMS, LLC, a Delaware limited liability corporation 
 
      By:  PREMIERE GLOBAL SERVICES, INC., its sole Member 
 
 
      By: 
/s/ L. Scott Askins 
      Name:  L. Scott Askins 
      Title:  SVP - Legal 

ADMINISTRATIVE AGENT:    BANK OF AMERICA, N.A., 
    as Administrative Agent and Collateral Agent 
 
 
    By: 
/s/ Anne M. Zeschke 
 
    Name:  Anne M. Zeschke   
    Title:  Assistant Vice President   
 
LENDERS:    BANK OF AMERICA, N.A., 
    as L/C Issuer, Swingline Lender and as a Lender 
 
 
    By: 
/s/ Ken Bauchle 
 
    Name:  Ken Bauchle   
    Title:  Senior Vice President   
 
    LASALLE BANK NATIONAL ASSOCIATION 
 
 
    By: 
/s/ James J. Hess 
 
    Name:  James J. Hess   
    Title:  Senior Vice President   
 
    WACHOVIA BANK, NATIONAL ASSOCIATION 
 
 
    By: 
/s/ Jiong Liu 
 
    Name:  Jiong Liu   
    Title:  Vice President   
 
    HSBC BANK USA, NATIONAL ASSOCIATION 
 
 
    By: 
/s/ Barbara Baltar 
 
    Name:  Barbara Baltar   
    Title:  First Vice-President   
 
    COMERICA BANK 
 
    By: 
/s/ Richard C. Hampson 
 
    Name:  Richard C. Hampson   
    Title:  Vice President   
 
    SUNTRUST BANK 
 
 
    By: 
/s/ Stacy M. Lewis 
 
    Name:  Stacy M. Lewis   
    Title:  Vice President   

  UNITED OVERSEAS BANK LIMITED, NEW YORK 
  AGENCY 
 
 
  By: 
 
  
  Name:     
  Title:     
 
 
  By: 
 
  
  Name:     
  Title:     
 
  GENERAL ELECTRIC CAPITAL CORPORATION 
 
 
  By: 
/s/ Karl E. Kieffer 
 
  Name:  Karl E. Kieffer   
  Title:  Duly Authorized Signatory   
 
  FIRST HORIZON BANK, A DIVISION OF FIRST 
  TENNESSEE BANK NATIONAL ASSOCIATION 
 
 
  By: 
 
  
  Name:     
  Title:     
 
  OAK BROOK BANK 
 
 
  By: 
/s/ Henry Wessel 
 
  Name:  Henry Wessel   
  Title:  Vice President   

      AIB DEBT MANAGEMENT LIMITED 
 
 
By: 
/s/ Roisin O’ Connell 
  By: 
/s/ Shreya Shah 
Name:  Roisin O’Connell    Name:  Shreya Sha 
Title:  Vice President    Title:  Vice President 
  Investment Advisor to    Investment Advisor to 
  AIB Debt Management, Limited    AIB Debt Management, Limited