Exhibit 10-21


Exhibit 10.21

 




Silicon
Valley Bank 

 

Limited
Waiver and

 

Amendment
to Loan Documents

 




Borrower: Internap
Network Services Corporation 

 

Date:  March
14, 2005

 




THIS
LIMITED WAIVER AND AMENDMENT TO LOAN DOCUMENTS (this “Amendment”)
is
entered into between Silicon Valley Bank (“Silicon”) and the borrower named
above (“Borrower”).

 

Silicon
and Borrower agree to amend the Loan and Security Agreement between them, dated
October 21, 2002 (as otherwise amended, if at all, the “Loan Agreement”), as
follows, effective as of the date hereof. (Capitalized terms used but not
defined in this Amendment shall have the meanings set forth in the Loan
Agreement.)

 

1.Waiver
of Default. Borrower
has
advised Silicon that Borrower has failed to comply with the Minimum Cash EBITDA
Financial Covenant set forth in Section 5 of the Amended and Restated Schedule
to Loan and Security Agreement entitled "5. FINANCIAL COVENANTS (Section 5.1)"
for the reporting period ending December 31, 2004 (the “Covenant Default”).
Silicon and Borrower agree that the Borrower's Covenant Default is hereby
waived. It is understood by the parties hereto, however, that such waiver does
not constitute a waiver of any other provision or term of the Loan Agreement or
any related document, nor an agreement to waive in the future this covenant or
any other provision or term of the Loan Agreement or any related
document.

 

2. Modified
Minimum Cash EBITDA Financial Covenant. The
Minimum Cash EBITDA Financial Covenant for the fiscal quarter ending March 31,
2005 set forth in Section 5 of the Amended and Restated Schedule to Loan and
Security Agreement is hereby amended to read as follows:

 

For the
quarter ending March 31, 2005:  <$6,000,000>;

 

All other
portions of the Minimum Cash EBITDA Financial Covenant and Section 5 of the
Amended and Restated Schedule to Loan and Security Agreement remain unchanged.


 

3. Extension
of Form 10-K Annual Reporting Requirement. The date
by which the Borrower is to provide Silicon with a copy of Borrower’s Form 10-K
annual report and its annual certified financial statements for the fiscal year
ending December 31, 2004, as set forth in paragraph 8 of Section 6 of the
Amended and Restated Schedule to Loan and Security Agreement, is hereby extended
to April 30, 2005.

 










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	 Silicon Valley
      Bank	
       Amendment to Loan
      Documents 




 

4. Fee.
In
consideration for Silicon entering into this Amendment, Borrower shall
concurrently pay Silicon a fee in the amount of $2,500, which shall be
non-refundable and in addition to all interest and other fees payable to Silicon
under the Loan Documents. Silicon is authorized to charge said fee to Borrower’s
loan account.

 

5. Representations
True. Borrower
represents and warrants to Silicon that all representations and warranties set
forth in the Loan Agreement, as amended hereby, are true and correct as of the
date hereof. 

 

6. General
Provisions. This
Amendment, the Loan Agreement, any prior written amendments to the Loan
Agreement signed by Silicon and Borrower, and the other written documents and
agreements between Silicon and Borrower set forth in full all of the
representations and agreements of the parties with respect to the subject matter
hereof and supersede all prior discussions, representations, agreements and
under-standings between the parties with respect to the subject hereof. Except
as herein expressly amended, all of the terms and provisions of the Loan
Agreement, and all other documents and agreements between Silicon and Borrower
shall continue in full force and effect and the same are hereby ratified and
confirmed. 

 


	
      Borrower:

       

      INTERNAP
      NETWORK SERVICES CORPORATION

       

       

      By 
      /s/David A.
      Buckel         
      

      President
      or Vice President

       

      By 
      /s/
      Jacqueline Hoffmeister    
      

      Secretary
      or Ass't Secretary
	
      Silicon:

       

      SILICON
      VALLEY BANK

       

       

       

      By 
      /s/ Abigayle L.
      Keller               
      

      Title__________________________

       
















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	 Silicon Valley
      Bank	
       Amendment to Loan
      Documents 










CONSENT




The
undersigned acknowledges that the undersigned’s consent to the foregoing
Amendment is not required, but the undersigned nevertheless does hereby consent
to the foregoing Amendment and to the documents and agreements referred to
therein and to all future modifications and amendments thereto, and any
termination thereof, and to any and all other present and future documents and
agreements between or among the fore-going parties. Nothing herein shall in any
way limit any of the terms or provisions of the Continuing Guaranty of the
undersigned, all of which are hereby ratified and affirmed.

 




 


	
      CO
      SPACE, INC.

       

      By 
      /s/
      David A.
      Buckel                         
      

      Title________________________
      

       
	
      CO
      SPACE CONSTRUCTION, LLC

       

      By:
      Co Space Services, LLC, its sole member

      By:
      Co Space, Inc., its sole member

       

       

      By 
      /s/ David A.
      Buckel                      
       

      Title__________________________

       

       

	
      CO
      SPACE SERVICES, LLC

       

      By:
      Co Space, Inc., its sole member

       

      By 
      /s/
      David A. Buckel

      Title_________________________

       
	
      CO
      SPACE SERVICES TEXAS, L.P.

       

      By:
      Co Space Services, LLC, its general partner

       

      By:
      Co Space, Inc., its sole member

       

      By 
      /s/ David A.
      Bucke                           
      

      Title__________________________

	
       

       

      CO
      SPACE PROPERTIES, LLC

       

      By:
      Co Space Services, LLC, its sole member

       

      By:
      Co Space, Inc., its sole member

       

      By 
      /s/
      David A.
      Buckel                           
      

      Title__________________________

       
	
       

       

      CO
      SPACE PROPERTIES TEXAS, L.P.

       

      By:
      Co Space Services, LLC, its general partner

       

      By:
      Co Space, Inc., its sole member

       

       

      By 
      /s/ David A.
      Buckel                        
      

      Title__________________________

	
       

      VPNX.COM,
      INC.

       

      /s/
      David A. Buckel

      By____________________________

      Title__________________________

       
	 












 

 

 

 

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