EX-10.58 Loan Arrangement dated April 29, 2004

EX-10.58 4 b52229nsexv10w58.txt EX-10.58 LOAN ARRANGEMENT DATED APRIL 29, 2004 Exhibit 10.56 April 29, 2004 Silicon Valley Bank One Newton Executive Park, Suite ###-###-#### Washington Street Newton, MA 02462 RE: LOAN ARRANGEMENT WITH NAVISITE, INC., CLEARBLUE TECHNOLOGIES MANAGEMENT, INC., AVASTA, INC., CONXION CORPORATION, AND INTREPID ACQUISITION CORP. Gentlemen: Reference is made to that certain loan arrangement (the "Loan Arrangement") by and among (i) 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" ("Bank") and (ii) NAVISITE, INC., 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, "Borrower"), evidenced by, among other documents, a certain Accounts Receivable Financing Agreement by and among Borrowers and Bank dated as of May 27, 2003, as amended by a certain First Loan Modification Agreement dated as of January 30, 2004, and as further amended by a certain Second Loan Modification Agreement dated as of April 29, 2004 (as amended, the "Loan Agreement"). Borrowers have notified Bank that, on or before August 1, 2004, the following wholly-owned subsidiaries of Navisite intend to merge into one or more of the Borrowers such that, after giving effect to such mergers, such Borrowers will be the surviving legal entities (the "Mergers"): (a) ClearBlue Technologies/Chicago-Wells, Inc., (b) ClearBlue Technologies/Las Vegas, Inc., (c) ClearBlue Technologies/Milwaukee, Inc., (d) ClearBlue Technologies/Los Angeles, Inc., (e) ClearBlue Technologies/Oakbrook, Inc., (f) ClearBlue Technologies/Vienna, Inc., (g) ClearBlue Technologies/New York, Inc., (h) ClearBlue Technologies/Santa Clara, Inc., (i) ClearBlue Technologies/Dallas, Inc., and (j) ClearBlue Technologies/San Francisco, Inc. Borrowers hereby covenant and agree that: (i) Borrowers shall cause the Mergers to occur, and deliver to Bank evidence of same satisfactory to Bank, and (ii) deliver evidence to Bank, satisfactory to Bank, that the assets of the Subsidiaries are free and clear of all liens, no later than September 1, 2004. This letter shall take effect as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date hereof. BORROWER: BANK: NAVISITE, INC. SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By: /s/ Kenneth Drake By: /s/ illegible --------------------------------- ----------------------------------- Title: Secretary Title: SVP ------------------------------ -------------------------------- CLEARBLUE TECHNOLOGIES MANAGEMENT, INC. By /s/ Kenneth Drake ---------------------------------- Title Secretary ------------------------------- AVASTA, INC. By /s/ Kenneth Drake ---------------------------------- Title Secretary ------------------------------ CONXION CORPORATION By /s/ Kenneth Drake ---------------------------------- Title Secretary ------------------------------- INTREPID ACQUISITION CORP. By /s/ Kenneth Drake ---------------------------------- Title Secretary -------------------------------