Exhibit 10.1


    
      

    

     

    Exhibit
      10.1

     

    


    Silicon
      Valley Bank 

    Limited
      Waiver and

    Amendment
      to Loan Documents

    


    Borrower: Internap
      Network Services Corporation 

    Date:  November
      3, 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 September 30, 2005 (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
      Maturity of Term Loan I. Notwithstanding
      anything to the contrary in the Loan Agreement, the final payment of principal
      plus interest of Term Loan I shall be due and payable on November 1, 2005.
      

     

    3.    Fee.
      In
      consideration for Silicon entering into this Amendment, Borrower shall
      concurrently pay Silicon a fee in the amount of $1,000, 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
      loan account.

     

    4.    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. 

     

    5.    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 

     

    


    
      
         

      

      
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                Silicon
                  Valley Bank

              	
                Amendment
                  to Loan Documents

              


      

    

     

    
 

    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 Buckel

              President
                or Vice President

               

              By____________________________

              Secretary
                or Ass't Secretary

            	
              Silicon:

               

              SILICON
                VALLEY BANK

               

               

               

              By
                /s/
                J.C. Boyanton

              Title
                VP

               

            


    

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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