8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 14, 2008

Internap Network Services Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-27265	91-2145721
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

250 Williams Street, Atlanta, GA	30303
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (404) 302-9700

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.                      Entry into a Material Definitive Agreement.

On May 14, 2008, Internap Network Services Corporation (the “Company”) entered into an amendment (the “Amendment”) to the credit agreement with Bank of America, N.A., as administrative agent, and lenders who may become a party to the Credit Agreement from time to time, dated September 14, 2007 (the “Credit Agreement”), which is Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 19, 2007.

The Amendment changes the definition of “Applicable Rate” in Section 1.01 of the Credit Agreement to provide that if the Company does not maintain its primary deposit accounts with Bank of America, N.A. at any time following the eighth month anniversary of the Credit Agreement, then Bank of America, N.A. may increase the Applicable Rate for Eurodollar Rate Loans by 0.15%.  The definition of “Applicable Rate” in the Credit Agreement provided, among other things, that if the Company did not maintain its primary deposit accounts with Bank of America, N.A. at any time following the six month anniversary of the Credit Agreement, then Bank of America, N.A. automatically would increase the Applicable Rate for Eurodollar Rate Loans by 0.15%.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
10.1	Amendment No. 1 to Credit Agreement entered into as of May 14, 2008 by and among Bank of America, N.A. as Administrative Agent, Swing Line Lender, L/C Issuer and sole Lender, Internap Network Services Corporation and the Subsidiaries of Internap Network Services Corporation party thereto as Guarantors.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTERNAP NETWORK SERVICES CORPORATION

Date: May 16, 2008
	By:	/s/ Richard P. Dobb
		Richard P. Dobb, Vice President
		and General Counsel

INDEX TO EXHIBITS

Exhibit  No.	Description
10.1	Amendment No. 1 to Credit Agreement entered into as of May 14, 2008 by and among Bank of America, N.A. as Administrative Agent, Swing Line Lender, L/C Issuer and sole Lender, Internap Network Services Corporation and the Subsidiaries of Internap Network Services Corporation party thereto as Guarantors.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This Amendment No. 1 to Credit Agreement (this “Amendment”) is entered into on May 14, 2008 to be effective as of March 14, 2008, is between Bank of America, N.A. asAdministrative Agent, Swing Line Lender, L/C Issuer and sole Lender (“Bank”), the Subsidiaries of the Borrower party hereto as Guarantors (each a “Guarantor”) and Internap Network Services Corporation (“Borrower”).

RECITALS

A.           Borrower, each Guarantor and Bank have entered into a certain Credit Agreement dated as of September 14, 2007 (together with any previous amendments, the “Credit Agreement”).

B.           Bank, each Guarantor and Borrower desire to amend the Credit Agreement as set forth below.

AGREEMENT

1.  Definitions.  Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Credit Agreement.

2.  Amendments to Credit Agreement.  The Credit Agreement is hereby amended as follows:

(a)           The second proviso of the last paragraph of the definition of “Applicable Rate” in Section 1.01 is hereby deleted and the following is substituted in lieu thereof:

“and provided, further that in the event that Borrower does not maintain its primary deposit accounts with Bank of America, N.A. at any time following the eighth month anniversary of this Agreement, Bank of America, N.A. reserves the right to increase the Applicable Rate for Eurodollar Rate Loans by 0.15%.  If the Applicable Rate for Eurodollars Rate Loans is increased by 0.15% as set forth above and the Borrower subsequently maintains its primary deposit accounts with Bank of America, N.A., then Bank of America, N.A. in its sole discretion may decrease the Applicable Rate for Eurodollars Loans by 0.15%, subject to increase as set forth above.”

3.  Effect of Amendment.  Except as provided in this Amendment, all of the terms and conditions of the Credit Agreement shall remain in full force and effect.  All references to the Credit Agreement in any Loan Documents shall refer to the Credit Agreement as amended hereby.

4.  Counterparts.  This Amendment may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

This Amendment is executed as of the date stated at the beginning of this Amendment.

Bank of America, N.A.

By /s/ Ken Bauchle

Name Ken Bauchle

Title Senior Vice President

BORROWER:

Internap Network Services Corporation

By /s/George Kilguss

Name George Kilguss

Title Chief Financial Officer

GUARANTORS:

VITALSTREAM HOLDINGS, INC.

By:  /s/ Richard Dobb

Name: Richard Dobb

Title: Corporate Secretary

VITALSTREAM, INC.

By:  /s/ Richard Dobb

Name: Richard Dobb

Title: Corporate Secretary

PLAYSTREAM, INC.

By:  /s/ Richard Dobb

Name: Richard Dobb

Title: Corporate Secretary

VITALSTREAM ADVERTISING SERVICES, INC.

By:  /s/ Richard Dobb

Name: Richard Dobb

Title: Corporate Secretary