NAVISITE INC
EX-10.56 JOINDER AGREEMENT DATED JULY 28, 2004
<DOCUMENT>
<TYPE>EX-10.56
<SEQUENCE>2
<FILENAME>b52229nsexv10w56.txt
<DESCRIPTION>EX-10.56 JOINDER AGREEMENT DATED JULY 28, 2004
<TEXT>
<PAGE>

                                                                   Exhibit 10.58

                               JOINDER AGREEMENT

                                                      Dated: As of July 28, 2004

     Reference is hereby made to a certain Accounts Receivable Financing
Agreement dated as of May 27, 2003 (as amended from time to time, collectively,
the "Loan Agreement"), by and between SILICON VALLEY BANK, a California
chartered bank, with its principal place of business at 3003 Tasman Drive, Santa
Clara, California 95054 and with a loan production office located at One Newton
Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462,
doing business under the name "Silicon Valley East" (the "Bank") and NAVISITE,
INC. ("Navisite"), a Delaware corporation, CLEARBLUE TECHNOLOGIES MANAGEMENT,
INC., a Delaware corporation, AVASTA, INC., a California corporation, CONXION
CORPORATION, a California corporation, and INTREPID ACQUISITION CORP., a
Delaware corporation (collectively, the "Existing Borrowers"). All capitalized
terms used herein without definitions shall have the meanings given such terms
in the Loan Agreement.

1.   Joinder to Loan Agreement. The undersigned, LEXINGTON ACQUISITION CORP., a
     Delaware corporation (the "New Borrower" and, together with the Existing
     Borrowers, jointly, severally and collectively, the "Borrower"), hereby
     joins the Loan Agreement and each document, instrument and agreement
     executed in connection therewith (hereinafter, collectively, the "Loan
     Documents"), and agrees to comply with and be bound by all of the terms,
     conditions and covenants of the Loan Agreement and Loan Documents, as if
     originally named a "Borrower" therein. Without limiting the generality of
     the preceding sentence, the New Borrower agrees that it will be jointly and
     severally liable, together with the Existing Borrowers, for the payment
     and performance of all obligations and liabilities of the Borrower under
     the Loan Agreement, including, without limitation, the Obligations. Each
     Borrower acknowledges that, to the extent the other Borrower has or may
     have certain rights of subrogation or reimbursement against the other for
     claims arising out of the Loan Agreement, that those rights are hereby
     waived.

2.   Subrogation and Similar Rights. Notwithstanding any other provision of the
     Loan Agreement or other related document, each Borrower irrevocably waives
     all rights that it may have at law or in equity (including, without
     limitation, any law subrogating the Borrower to the rights of Bank under
     the Loan Documents) to seek contribution, indemnification or any other form
     of reimbursement from any other Borrower, or any other Person now or
     hereafter primarily or secondarily liable for any of the Obligations, for
     any payment made by the borrower with respect to the Obligations in
     connection with the Loan Documents or otherwise and all rights that it
     might have to benefit from, or to participate in, any security for the
     Obligations as a result of any payment made by the Borrower with respect to
     the Obligations in connection with the Loan documents or otherwise. Any
     agreement providing for indemnification, reimbursement or any other
     arrangement prohibited under the Loan Agreement shall be null and void. If
     any payment is made to a Borrower in contravention of the Loan Agreement,
     such Borrower shall hold such payment in trust for Bank and such payment
     shall be promptly delivered to Bank for application to the Obligations,
     whether matured or unmatured.

3.   Navisite as Agent; Assets Not Eligible. The New Borrower hereby designates
     Navisite as its agent to request loans and other financial accommodations
     under the Loan Agreement and such loans and other financial accommodations
     are to be requested solely by the Navisite as agent for itself and the New
     Borrower. By its execution hereof, Navisite accepts such appointment.

4.   Grant of Security Interest. To secure the prompt payment and performance of
     all of the Obligations, the New Borrower hereby grants to the Bank a
     continuing lien upon and security
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     interest in all of the New Borrower's now existing or hereafter arising
     rights and interest in the Collateral, whether now owned or existing or
     hereafter created, acquired, or arising, and wherever located, including,
     without limitation, all of the New Borrower's: Inventory, Equipment,
     Payment Intangibles, Letter-of-Credit Rights, Supporting Obligations,
     Accounts, and General Intangibles, Intellectual Property, Deposit Accounts,
     and all money, and all property now or at any time in the future in the
     Bank's possession (including claims and credit balances), and all proceeds
     (including proceeds of any insurance policies, proceeds of proceeds and
     claims against third parties), all products and all books and records
     related to any of the foregoing. The New Borrower further covenants and
     agrees that by its execution hereof it shall provide all such information,
     complete all such forms, and take all such actions, and enter into all such
     agreements, in form and substance reasonably satisfactory to the Bank that
     are reasonably deemed necessary by the Bank in order to grant a valid,
     perfected security interest to the Bank in the Collateral. The New Borrower
     hereby authorizes the Bank to file financing statements, without notice to
     the New Borrower, with all appropriate jurisdictions in order to perfect or
     protect the Bank's interest, which financing statements may indicate the
     Collateral as "all assets of the Debtor" or words of similar effect, or as
     being of an equal or lesser scope, or with greater detail, all in the
     Bank's discretion. The New Borrower has executed and delivered a duly
     completed Perfection Certificate as of the date hereof and attached as
     Exhibit A hereto (the "Perfection Certificate"), and represents and
     warrants as provided in the Loan Agreement with respect to the matters set
     forth in the Perfection Certificate.

5.   Delivery of Documents.  The New Borrower hereby agrees that the following
     documents shall be delivered to the Bank prior to or concurrently with this
     Joinder Agreement, each in form and substance satisfactory to the Bank:

     1.   copies, certified by a duly authorized officer of the New Borrower to
          be true and complete as of the date hereof, of each of (i) the
          governing documents of the New Borrower as in effect on the date
          hereof, (ii) the resolutions of the New Borrower authorizing the
          execution and delivery of this Joinder Agreement, the other documents
          executed in connection herewith and the New Borrower's performance of
          all of the transactions contemplated hereby, and (iii) an incumbency
          certificate giving the name and bearing a specimen signature of each
          individual who shall be so authorized;

     2.   certificate of the Secretary of State of Delaware of a recent date as
          to the New Borrower's existence and good standing;

     3.   the results of UCC searches and intellectual property searches with
          respect to the Collateral indicating no Liens other than Permitted
          Liens and otherwise in form and substance satisfactory to the Bank;

     4.   the Perfection Certificate;

     5.   an Intellectual Property Security Agreement in the form of Exhibit B

     6.   such other documents as the Bank may reasonably request.


<PAGE>

     This Joinder Agreement is executed as a sealed instrument under the laws of
the Commonwealth of Massachusetts as of the date first written above.



                                             NEW BORROWER:

                                             LEXINGTON ACQUISITION CORP.


                                             By:        /s/ Jim Pluntze
                                                 -------------------------------
                                             Name:  JIM PLUNTZE
                                             Title: SVP FINANCE



                                             EXISTING BORROWERS:

                                             NAVISITE, INC.


                                             By:       /s/ Jim Pluntze
                                                 -------------------------------
                                             Name:  JIM PLUNTZE
                                             Title: SVP FINANCE



                                             CLEARBLUE TECHNOLOGIES
                                             MANAGEMENT, INC.


                                             By:       /s/ Jim Pluntze
                                                 -------------------------------
                                             Name:  JIM PLUNTZE
                                             Title: CFO



                                             AVASTA, INC.


                                             By:       /s/ Jim Pluntze
                                                 -------------------------------
                                             Name:  JIM PLUNTZE
                                             Title: CFO



                                             CONXION CORPORATION


                                             By:       /s/ Jim Pluntze
                                                 -------------------------------
                                             Name:  JIM PLUNTZE
                                             Title: CFO



                                             INTREPID ACQUISITION CORP.


                                             By:       /s/ Jim Pluntze
                                                 -------------------------------
                                             Name:  JIM PLUNTZE
                                             Title: CFO
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                                             BANK:


                                             SILICON VALLEY BANK


                                             By:        /s/ John K. Peck
                                                 -------------------------------
                                             Name:  JOHN K. PECK
                                             Title: VICE PRESIDENT

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