Exhibit 10.1


    
      

    

     

    Exhibit
      10.1

     

     

    


    Silicon
      Valley Bank 

     

    Amendment
      to Loan Documents

     

    


    Borrower: Internap
      Network Services Corporation 

     

    Date:  December
      27, 2005

     

    


    THIS
      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.    Modified
      Maximum Revolving Credit Limit. The
      Maximum Revolving Credit Limit set forth in Section 1 of the Amended and
      Restated Schedule to Loan and Security Agreement is hereby amended from
“$15,000,000”
to
      “$10,000,000”.

     

    2.    Modified
      Letter of Credit Sublimit. The
      Letter of Credit Sublimit set forth in Section 1 of
      the
      Amended and Restated Schedule to Loan and Security Agreement is hereby
amended
      from “$5,000,000”
to
      “$6,000,000”. 

     

    3.    Extension
      of Maturity Date with Respect to Revolving Loans. The
      Maturity Date with respect to the Revolving Loans and related Obligations is
      hereby amended from “December
      28, 2005”
to
      “December
      27, 2006”.

     

    4.    Deletion
      of Minimum
      Cash EBITDA Financial Covenant. The
      Minimum Cash EBITDA Financial Covenant set forth in Section 5 of the Amended
      and
      Restated Schedule to Loan and Security Agreement is hereby deleted.


     

    5.    Addition
      of Minimum Tangible Net Worth Financial Covenant. The
      following Minimum Tangible Net Worth Financial Covenant is hereby added to
      Section 5 of the Amended and Restated Schedule to Loan and Security Agreement
      and shall read as follows: 

     

    
      	
              Minimum
                Tangible 

            	 
	
              Net
                Worth:

               

            	
              Borrower
                shall maintain a Tangible Net Worth of not less than $60,000,000
                plus (i) 50% of all
                consideration received after the date hereof for new issues of equity
                securities and new subordinated debt of the Borrower, plus (ii) 50%
                of the
                Borrower’s 

               

            


    

    


    
      
        
           

        

        
           

          
            

          

        

        
           

           

        

      

    

    


    


    
      	Silicon
              Valley Bank	
              Amendment
                to Loan
                Documents 

            


    

     

     

     

     

     

    
      	 	
              net
                income in each fiscal quarter ending after the date hereof. Increases
                in
                the Minimum
                Tangible Net Worth Covenant based on consideration received for
                equity
                securities and subordinated debt of the Borrower shall be effective
                as of
                the end of the month in which such consideration is received, and
                shall
                continue effective thereafter. Increases in the Minimum
                Tangible Net Worth Covenant based on net income shall be effective
                on the
                last day of the fiscal quarter in which said net income is
                realized,
                and shall continue effective thereafter.
                In
                no event shall the Minimum
                Tangible Net Worth Covenant
                be
                decreased. 

            


    

     

    6.    Addition
      of Tangible Net Worth and Related Definitions. The
      following definitions are hereby added to the “Definitions” portion of Section 5
      of the Amended and Restated Schedule to Loan and Security Agreement and shall
      read as follows

     

    "Tangible
      Net Worth" is, on any date, the consolidated total assets of Borrower and its
      Subsidiaries plus the principal amount of Subordinated Debt of Borrower minus,
      (i) any amounts attributable to (a) net goodwill, (b) net intangible items
      such
      as unamortized debt discount and expense, Patents, trade and service marks
      and
      names, Copyrights and research and development expenses except prepaid expenses,
      and (c) reserves not already deducted from assets, (ii) cumulative non-cash
      stock compensation expenses beginning 1/1/06, and (iii) Total
      Liabilities.

    


    "Total
      Liabilities" is on any day, obligations that should, under GAAP, be classified
      as liabilities on Borrower's consolidated balance sheet, but excluding all
      Subordinated Debt other than the then-current portion of such Subordinated
      Debt
      allowed to be paid.

    


    "Copyrights"
      are all copyright rights, applications or registrations and like protections
      in
      each work or authorship or derivative work, whether published or not (whether
      or
      not it is a trade secret) now or later existing, created, acquired or
      held.

    


    "Subordinated
      Debt" is debt incurred by Borrower subordinated in right of payment to
      Borrower's indebtedness owed to Bank on terms satisfactory to Bank and which
      is
      reflected in a written agreement in a manner and form acceptable to Bank and
      approved by Bank in writing.


    
      7. Fee.    In
        consideration for Silicon entering into this Amendment, Borrower shall
        concurrently pay Silicon a fee in the amount of $40,000, 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
        operating account.

       

    

    


    
      
        
           

        

        
           

          
            

          

        

        
           

           

        

      

    

     

    
      


      
        	Silicon
                Valley Bank	
                Amendment
                  to Loan
                  Documents 

              


      

       

    

    8.    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. 

     

    9.    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 C. Buckel

              President
                or Vice President

               

              By____________________________

              Secretary
                or Ass't Secretary

            	
              Silicon:

               

              SILICON
                VALLEY BANK

               

               

               

              By
                /s/ Nathan Ottinger

              Title
                Senior Vice President