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Exhibit
4.1








AMENDMENT
NO. 1 TO PREFERRED STOCK RIGHTS AGREEMENT








This Amendment No. 1, dated as of
December 31, 2009 (the “Amendment”), is made by and between Internap Network
Services Corporation, a Delaware corporation (the “Company”) and American Stock
Transfer and Trust Company, as Rights Agent (the “Rights Agent”), to the
Preferred Stock Rights Agreement, dated as of April 22, 2007 (the “Rights
Agreement”) by and between the Company and the Rights Agent. Capitalized terms
not defined herein shall have the respective meaning ascribed to them in the
Rights Agreement as originally executed.





WHEREAS, the Company and the Rights
Agent entered into the Rights Agreement and constitute the only parties to the
Rights Agreement;





WHEREAS, Section 27 of the Rights
Agreement provides, among other things, that prior to the occurrence of a
Distribution Date, the Company may supplement or amend the Rights Agreement in
any respect without the approval of any holders of Rights and the Rights Agent
shall, if the Company so instructs, execute such supplement or amendment, and
that upon the delivery of a certificate from an appropriate officer of the
Company that states that such supplement or amendment is in compliance with the
terms of Section 27 of the Rights Agreement, the Rights Agent shall execute such
supplement or amendment;





WHEREAS, the Board of Directors of the
Company believes it is in the best interests of the Company and its stockholders
to amend Section 1(r) of the Rights Agreement to accelerate the Final Expiration
Date under the Rights Agreement and for the Company’s officers to take such
actions necessary to terminate the Rights Agreement; and





WHEREAS, as of the time immediately
prior to the execution of this Amendment, the Distribution Date had not
occurred.





NOW, THEREFORE, in consideration of the
promises and the mutual agreements set forth in the Rights Agreement and this
Amendment, the parties hereto agree as follows:





1.           Amendment to Definition of Final
Expiration Date. Section 1(r) of the Rights Agreement is hereby amended
and restated in its entirety to read as follows:





(r)
            “Final Expiration Date”
      shall mean the Close of Business on December 31,
  2009.





2.           Amendment to Form of Rights
Certificate. The Form of Rights Certificate attached as Exhibit B to the
Rights Agreement is hereby amended to replace the date “March 23, 2017” with the
date “December 31, 2009” in all places where such date appears.





3.           Direction to Rights Agent;
Certification by Officer. By execution of this Amendment by the Company,
the Company hereby directs the Rights Agent to execute this Amendment in its
capacity as Rights Agent pursuant to the Rights Agreement and in accordance with
the terms of Section 27 of the Rights Agreement. The officer of the Company
executing this Amendment on behalf of the Company hereby as an appropriate
officer of the Company certifies on behalf of the Company that this Amendment is
in compliance with the terms of Section 27 of the Rights Agreement. For the
avoidance of doubt and notwithstanding anything to the contrary set forth in
this Amendment, this Amendment does not affect the Rights Agent’s own rights,
duties, obligations or immunities under the Rights Agreement.









4.           Governing Law. This Amendment
shall be deemed to be a contract made under the laws of the State of Delaware
and for all purposes shall be governed by and construed in accordance with the
laws of such State applicable to contracts to be made and performed entirely
within the State.





5.           Counterparts. This Amendment
may be executed in any number of counterparts and each of such counterparts
shall for all purposes be deemed an original, and all such counterparts shall
together constitute one and the same instrument.





6.           Rights Agreement as Amended.
Upon the expiration of the Rights in accordance with the terms of the Rights
Agreement, as amended hereby, the Rights Agreement shall be terminated and of no
further force or effect whatsoever without any further action on the part of the
Company or the Rights Agent.





7.           Notice. The Company and the
Rights Agent hereby waive any notice requirement under the Rights Agreement
pertaining to this Amendment or any of the matters covered by this
Amendment.








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IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed as of the day and year first
above written.





INTERNAP
      NETWORK SERVICES CORPORATIONBy:
            /s/ Richard P. DobbRichard
      P. DobbChief
      Administrative Officer and General CounselAMERICAN
      STOCK TRANSFER AND TRUST COMPANYBy:
            /s/ Herbert J. LemmerHerbert
      J. LemmerVice
      President