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EXHIBIT 2.5
REAL ESTATE MATTERS AGREEMENT
BETWEEN
MRV COMMUNICATIONS, INC.
AND
OPTICAL ACCESS, INC.
SEPTEMBER 29, 2000
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TABLE OF CONTENTS
PAGE
----
ARTICLE I...................................................................................1
PROPERTY................................................................................1
Section 1.1 Leased Property........................................................1
Section 1.2 Shared Properties......................................................1
Section 1.3 Change in Allocation or Term...........................................2
Section 1.4 Obtaining the Lease Consents...........................................2
Section 1.5 Occupation by Optical Access...........................................3
Section 1.6 Obligation to Complete.................................................4
Section 1.7 Form of Transfer.......................................................5
Section 1.8 Casualty; Lease Termination............................................5
Section 1.9 Tenant's Fixtures and Fittings.........................................5
Section 1.10 Costs..................................................................6
ARTICLE II..................................................................................6
MISCELLANEOUS...........................................................................6
Section 2.1 Limitation of Liability................................................6
Section 2.2 Entire Agreement.......................................................6
Section 2.3 Governing Law..........................................................6
Section 2.4 Notices................................................................6
Section 2.5 Counterparts...........................................................7
Section 2.6 Binding Effect; Assignment.............................................7
Section 2.7 Severability...........................................................7
Section 2.8 Failure or Indulgence Not Waiver; Remedies Cumulative..................7
Section 2.9 Amendment..............................................................7
Section 2.10 Authority..............................................................8
Section 2.11 Interpretation.........................................................8
Section 2.12 Disputes...............................................................8
ARTICLE III.................................................................................8
DEFINITIONS.............................................................................8
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REAL ESTATE MATTERS AGREEMENT
This Real Estate Matters Agreement (this "Agreement") is entered into as
of September 29, 2000 between MRV Communications, Inc., a Delaware corporation
("MRV"), and Optical Access, Inc., a Delaware corporation ("Optical Access").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to such terms in the Separation Agreement (as defined below).
RECITALS
WHEREAS, MRV has transferred or will transfer to Optical Access
effective as of the Separation Date, substantially all of the business and
assets of the Optical Access Business owned by MRV in accordance with the Master
Separation Agreement dated as of September 29, 2000 between MRV and Optical
Access (the "Separation Agreement"), and
WHEREAS, the parties desire to set forth certain agreements regarding
real estate matters.
NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements set forth below, the parties hereto agree as follows:
ARTICLE I
PROPERTY
Section 1.1 Leased Property
(a) MRV shall assign or cause its applicable Subsidiary to assign, and
Optical Access shall accept and assume, or cause its applicable Subsidiary to
accept and assume, MRV's or its Subsidiary's interest in the Leased Properties,
subject to the other provisions of this Agreement and (to the extent not
inconsistent with the provisions of this Agreement) the terms of the Separation
Agreement and the other Ancillary Agreements. Such assignment shall be completed
on the later of: (i) the Separation Date; or (ii) the earlier of (A) the fifth
business day after the relevant Lease Consent has been granted, or (B) the date
agreed upon by the parties in accordance with Section 1.6(a) below.
(b) Subject to the completion of the assignment to Optical Access or its
applicable Subsidiary of the relevant Leased Property, with respect to each
Leased Property, MRV shall assign or cause its applicable Subsidiary to assign
to Optical Access or its applicable subsidiary any and all rights to occupy the
property identified in Section A of Schedule 1 of this Agreement.
Section 1.2 Shared Properties. MRV shall grant or cause its applicable
Subsidiary to grant to Optical Access or its applicable Subsidiary the right to
occupy those parts of the Shared Properties identified in Section B of Schedule
1 of this Agreement and Optical Access shall accept or cause its applicable
Subsidiary to accept the same, subject to the other provisions of this Agreement
and (to the extent not inconsistent with the provisions of this Agreement) the
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terms of the Separation Agreement and the other Ancillary Agreements. Such
rights shall be completed on the Separation Date.
Section 1.3 Change in Allocation or Term. The parties may, by mutual agreement,
modify the terms of each assignment or sublease that is granted subject to the
provisions of this Agreement. Such modifications shall be of no force or effect
unless set forth in writing.
Section 1.4 Obtaining the Lease Consents
(a) MRV confirms that, with respect to each Leased Property, an
application has been made or will be made by the Separation Date to the relevant
Landlord for the Lease Consents required with respect to the transactions
contemplated by this Agreement.
(b) MRV will use its reasonable commercial efforts to obtain the Lease
Consents as to each Leased Property, but MRV shall not be required to commence
judicial proceedings for a declaration that a Lease Consent has been
unreasonably withheld or delayed, nor shall MRV be required to pay any
consideration in excess of that required by the Relevant Lease or that which is
typical in the open market to obtain the relevant Lease Consent. Optical Access
shall cooperate as reasonably requested by MRV to obtain the Lease Consents.
(c) Optical Access and MRV will promptly satisfy or cause their
applicable Subsidiaries to satisfy the lawful requirements of the Landlord, and
Optical Access will take or cause its applicable Subsidiary to take all steps to
assist MRV in obtaining the Lease Consents as to each Leased Property,
including, without limitation:
(i) if properly required by the Landlord, entering into an
agreement with the relevant Landlord to observe and perform the tenant's
obligations contained in the Relevant Lease throughout the remainder of the term
of the Relevant Lease, subject to any statutory limitations of such liability;
(ii) if properly required by the Landlord, providing a
guarantee, surety or other security (including, without limitation, a security
deposit) for the obligations of Optical Access or its applicable Subsidiary as
tenant under the Relevant Lease, and otherwise taking all steps which are
reasonably necessary and which Optical Access or its applicable Subsidiary is
reasonably capable of doing to meet the lawful requirements of the Landlord so
as to ensure that the Lease Consents are obtained; and
(iii) using all reasonable commercial efforts to assist MRV with
obtaining the Landlord's consent to the release of any guarantee, surety or
other security which MRV or its Subsidiary may have previously provided to the
Landlord and, if required, offering the same or equivalent security to the
Landlord in order to obtain such release.
(iv) Notwithstanding the foregoing, (1) except with respect to
guarantees, sureties or other security referenced in Section 1.4(c)(ii) above,
Optical Access shall not be required to obtain a release of any obligation
entered into by MRV or its Subsidiary with any Landlord or other third party
with respect to any Property and (2) Optical Access shall not communicate or
permit its applicable Subsidiary to communicate directly with any of the
Landlords unless Optical Access can show MRV reasonable grounds for doing so.
(d) If, with respect to any Leased Properties, MRV and Optical Access
are unable to obtain a release by the Landlord of any guarantee, surety or other
security which MRV or its Subsidiary has previously provided to the Landlord,
Optical Access shall indemnify, defend,
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protect and hold harmless MRV and its Subsidiary from and after the Separation
Date against all losses, costs, claims, damages, or liabilities incurred by MRV
or its Subsidiary as a result of Optical Access's occupancy of the Leased
Property with respect to such guarantee, surety or other security.
Section 1.5 Occupation by Optical Access
(a) Subject to compliance with Section 1.5(b) below, in the event that
the Actual Completion Date for any Leased Property does not occur on the
Separation Date, Optical Access or its applicable Subsidiary shall, commencing
on the Separation Date, be entitled to occupy the relevant Property (except to
the extent that the same is a Retained Part) as a licensee upon the terms and
conditions contained in MRV's Lease. Such license shall not be revocable prior
to the date for completion as provided in Section 1.1(a) unless an enforcement
action or forfeiture by the relevant Landlord due to Optical Access's or its
applicable Subsidiary's occupation of the Property constituting a breach of
MRV's Lease cannot, in the reasonable opinion of MRV, be avoided other than by
requiring Optical Access or its applicable Subsidiary to immediately vacate the
relevant Property, in which case MRV may by notice to Optical Access immediately
require Optical Access or its applicable Subsidiary to vacate the relevant
Property. Optical Access will be responsible for all costs, expenses and
liabilities incurred by MRV or its applicable Subsidiary as a consequence of
such occupation, except for any losses, claims, costs, demands and liabilities
incurred by MRV or its Subsidiary as a result of any enforcement action taken by
the Landlord against MRV or its Subsidiary with respect to any breach by MRV or
its Subsidiary of the Relevant Lease in permitting Optical Access or its
applicable Subsidiary to so occupy the Property without obtaining the required
Lease Consent, for which MRV or its Subsidiary shall be solely responsible.
Neither Optical Access nor its applicable Subsidiary shall be entitled to make
any claim or demand against, or obtain reimbursement from, MRV or its applicable
Subsidiary with respect to any costs, losses, claims, liabilities or damages
incurred by Optical Access or its applicable Subsidiary as a consequence of
being obliged to vacate the Property or in obtaining alternative premises,
including, without limitation, any enforcement action which a Landlord may take
against Optical Access or its applicable Subsidiary.
(b) In the event that the Actual Completion Date for any Leased Property
does not occur on the Separation Date, whether or not Optical Access or its
applicable Subsidiary occupies a Property as licensee as provided in Section
1.5(a) above, Optical Access shall, effective as of the Separation Date, (i) pay
or cause its applicable Subsidiary to pay MRV all rents, service charges,
insurance premiums and other sums payable by MRV or its applicable Subsidiary
under any Relevant Lease, (ii) observe or cause its applicable Subsidiary to
observe the tenant's covenants, obligations and conditions contained in MRV's
Lease and (iii) indemnify, defend, protect and hold harmless MRV and its
applicable Subsidiary from and against all losses, costs, claims, damages and
liabilities arising on account of any breach thereof by Optical Access or its
applicable Subsidiary.
(c) MRV shall supply promptly to Optical Access copies of all invoices,
demands, notices and other communications received by MRV or its applicable
Subsidiaries or agents in connection with any of the matters for which Optical
Access or its applicable Subsidiary may be liable to make any payment or perform
any obligation pursuant to Section 1.5(a) or (b), and shall, at Optical Access's
cost, take any steps and pass on any objections which Optical Access or its
applicable Subsidiary may have in connection with any such matters. Optical
Access shall promptly supply to MRV any notices, demands, invoices and other
communications received by
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Optical Access or its applicable Subsidiary or agents from any Landlord while
Optical Access or its applicable Subsidiary occupies any Property without the
relevant Lease Consent.
Section 1.6 Obligation to Complete
(a) If, with respect to any Leased Property, at any time the relevant
Lease Consent is formally and unconditionally refused in writing, MRV and
Optical Access shall commence good faith negotiations and use commercially
reasonable efforts to determine how to allocate the applicable Property, based
on the relative importance of the applicable Property to the operations of each
party, the size of the applicable Property, the number of employees of each
party at the applicable Property and the potential risk and liability to each
party in the event an enforcement action is brought by the applicable Landlord.
Such commercially reasonable efforts shall include consideration of alternate
structures to accommodate the needs of both parties and the allocation of the
costs thereof, including entering into amendments of the size, term or other
terms of the Relevant Lease, restructuring a proposed lease assignment to be a
sublease and relocating one party. If the parties are unable to agree upon an
allocation of the Property within fifteen (15) days after commencement of
negotiations between the parties as described above, then either party may, by
delivering written notice to the other, require that the matter be referred to
the Chief Financial Officers of both parties. In such event, the Chief Financial
Officers shall use commercially reasonable efforts to determine the allocation
of the Property, including having a meeting or telephone conference within ten
(10) days thereafter. If the parties are unable to agree upon the allocation of
an applicable Property within fifteen (15) days after the matter is referred to
the Chief Financial Officers of the parties as described above, the disposition
of the applicable Property and the risks associated therewith shall be allocated
between the parties as set forth in subparts (b) and (c) of this section below.
(b) If, with respect to any Leased Property, the parties are unable to
agree upon the allocation of a Property as set forth in Section 1.6(a), MRV may
by written notice to Optical Access elect to apply to the relevant Landlord for
consent to sublease all of the relevant Property to Optical Access or its
applicable Subsidiary for the remainder of the Relevant Lease term less three
(3) days at a rent equal to the rent from time to time under the Relevant Lease,
but otherwise on substantially the same terms and conditions as the Relevant
Lease. If MRV makes such an election, until such time as the relevant Lease
Consent is obtained and a sublease is completed, the provisions of Section 1.5
will apply and, on the grant of the Lease Consent required to sublease the
Leased Property in question, MRV shall sublease or cause its applicable
Subsidiary to sublease to Optical Access or its applicable Subsidiary the
relevant Property which sublease shall be for the term and rent set forth in the
Relevant Lease and otherwise on the terms of the Relevant Lease.
(c) If the parties are unable to agree upon the allocation of a Property
as set forth in Section 1.6(a) and MRV does not make an election pursuant to
Section 1.6(b) above, MRV may elect by written notice to Optical Access to
require Optical Access or its applicable Subsidiary to vacate the relevant
Property immediately or by such other date as may be specified in the notice
served by MRV (the "Notice Date"), in which case Optical Access shall vacate or
cause its applicable Subsidiary to vacate the relevant Property on the Notice
Date but shall indemnify MRV and its applicable Subsidiary from and against all
costs, claims, losses, liabilities and damages in relation to the relevant
Property arising from and including the Separation Date to and including the
later of the Notice Date and date on which Optical Access or its applicable
Subsidiary vacates the relevant Property, except for any costs, losses, damages,
claims and
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liabilities incurred by MRV or its Subsidiary with respect to any enforcement
action taken by the Landlord against MRV or its Subsidiary with respect to any
breach by MRV or its Subsidiary of the Relevant Lease in permitting Optical
Access or its applicable Subsidiary to so occupy the Property without obtaining
the required Lease Consent. Neither Optical Access nor its applicable Subsidiary
shall be entitled to make any claim or demand against or obtain reimbursement
from MRV or its applicable Subsidiary with respect to any costs, losses, claims,
liabilities or damages incurred by Optical Access or its applicable Subsidiary
as a consequence of being obliged to vacate the Property or obtaining
alternative premises, including, without limitation, any enforcement action
which a Landlord may take against Optical Access or its applicable Subsidiary.
Section 1.7 Form of Transfer
(a) The assignment to Optical Access or its applicable Subsidiary of
each relevant Leased Property shall be in substantially the form attached in
Schedule 2, with such amendments which in the reasonable opinion of MRV are
necessary with respect to a particular Property, including, without limitation,
in all cases where a relevant Landlord has required a guarantor or surety to
guarantee the obligations of Optical Access or its applicable Subsidiary
contained in the relevant Lease Consent or any other document which Optical
Access or its applicable Subsidiary is required to complete, the giving of such
guarantee by a guarantor or surety, and the giving by Optical Access or its
applicable Subsidiary and any guarantor or surety of Optical Access's or its
applicable Subsidiary's obligations of direct obligations to MRV or third
parties where required under the terms of any of the Lease Consent or any
covenant, condition, restriction, easement, lease or other encumbrance to which
the Property is subject. Such amendments shall be submitted to Optical Access
for approval, which approval shall not be unreasonably withheld or delayed.
(b) The rights to be granted by Optical Access or its applicable
Subsidiary to MRV or its applicable Subsidiary, and MRV or its applicable
Subsidiary to Optical Access or its applicable Subsidiary, with respect to the
Shared Properties shall be at a rental rate set forth in Schedule 3 hereof and
be for a term defined in the subleases and master leases commencing as of
_________________. Rent shall be abated for the period from the Separation Date
to ______________, 2000.
Section 1.8 Casualty; Lease Termination. The parties hereto shall grant and
accept assignments, leases or subleases of the Properties as described in this
Agreement, regardless of any casualty damage or other change in the condition of
the Properties. In addition, subject to MRV's obligations in Section 5.6 of the
Separation Agreement, in the event that MRV's Lease with respect to a Leased
Property or a Shared Property or MRV's interest in the leased portion of the
Headquarters Facility is terminated prior to the Separation Date, (a) MRV or its
applicable Subsidiary shall not be required to assign or sublease such Property,
(b) Optical Access or its applicable Subsidiary shall not be required to accept
an assignment or sublease of such Property and (c) neither party shall have any
further liability with respect to such Property hereunder.
Section 1.9 Tenant's Fixtures and Fittings. The provisions of the Separation
Agreement and the other Ancillary Agreements shall apply to any trade fixtures
and personal property located at each Property. The assignments and subleases
shall include the rental of the furniture at such Properties.
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Section 1.10 Costs. MRV shall pay all reasonable costs and expenses incurred in
connection with obtaining the Lease Consents, including, without limitation,
Landlord's consent fees and attorneys' fees and any costs and expenses relating
to re-negotiation of MRV's Leases.
ARTICLE II
MISCELLANEOUS
SECTION 2.1 LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY MEMBER OF THE MRV
GROUP OR OPTICAL ACCESS GROUP BE LIABLE TO ANY OTHER MEMBER OF THE MRV GROUP OR
OPTICAL ACCESS GROUP FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR
PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY
(INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED,
HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EACH PARTY'S
INDEMNIFICATION OBLIGATIONS FOR LIABILITIES TO THIRD PARTIES AS SET FORTH IN THE
INDEMNIFICATION AND INSURANCE MATTERS AGREEMENT.
Section 2.2 Entire Agreement. This Agreement, the Separation Agreement, the
other Ancillary Agreements and the Exhibits and Schedules referenced or attached
hereto and thereto, constitute the entire agreement between the parties with
respect to the subject matter hereof and shall supersede all prior written and
oral and all contemporaneous oral agreements and understandings with respect to
the subject matter hereof.
Section 2.3 Governing Law. This Agreement shall be construed in accordance with
and all Disputes hereunder shall be governed by the laws of the State of
California, excluding its conflict of law rules and the United Nations
Convention on Contracts for the International Sale of Goods. The Superior Court
of Los Angeles County and/or the United States District Court for the Southern
District of California shall have jurisdiction and venue over all Disputes
between the parties that are permitted to be brought in a court of law pursuant
to Section 5.9 of the Separation Agreement. Notwithstanding the foregoing, the
applicable Property transfers shall be performed in accordance with the laws of
the state in which the applicable Property is located.
Section 2.4 Notices. Notices, demands, offers requests or other communications
required or permitted to be given by either party pursuant to the terms of this
Agreement shall be given in writing to the respective parties to the following
addresses:
if to MRV:
MRV Communications, Inc.
00000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxx, Chief Executive Officer
Fax: 000-000-0000
if to Optical Access:
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Optical Access, Inc.
00000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxx Xxxxxx, Chief Executive Officer
Fax: 818-____-_____
or to such other address as the party to whom notice is given may have
previously furnished to the other in writing as provided herein. Any notice
involving non-performance, termination, or renewal shall be sent by hand
delivery, recognized overnight courier or, within the United States, may also be
sent via certified mail, return receipt requested. All other notices may also be
sent by fax, confirmed by first class mail. All notices shall be deemed to have
been given and received on the earlier of actual delivery or three (3) days from
the date of postmark.
Section 2.5 Counterparts. This Agreement, including the Schedules and Exhibits
hereto, and the other documents referred to herein, may be executed in
counterparts, each of which shall be deemed to be an original but all of which
shall constitute one and the same agreement.
Section 2.6 Binding Effect; Assignment. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective legal
representatives and successors, and nothing in this Agreement, express or
implied, is intended to confer upon any other Person any rights or remedies of
any nature whatsoever under or by reason of this Agreement. This Agreement may
be enforced separately by each member of the MRV Group and each member of the
Optical Access Group. Neither party may assign this Agreement or any rights or
obligations hereunder, without the prior written consent of the other party, and
any such assignment shall be void; provided, however, either party may assign
this Agreement to a successor entity in conjunction with such party's
reincorporation.
Section 2.7 Severability. If any term or other provision of this Agreement or
the Schedules or Exhibits attached hereto is determined by a court,
administrative agency or arbitrator to be invalid, illegal or incapable of being
enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to either party. Upon
such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that transactions
contemplated hereby are fulfilled to the fullest extent possible.
Section 2.8 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or
delay on the part of either party hereto in the exercise of any right hereunder
shall impair such right or be construed to be a waiver of, or acquiescence in,
any breach of any representation, warranty or agreement herein, nor shall any
single or partial exercise of any such right preclude other or further exercise
thereof or of any other right. All rights and remedies existing under this
Agreement or the Exhibits or Schedules attached hereto are cumulative to, and
not exclusive of, any rights or remedies otherwise available.
Section 2.9 Amendment. No change or amendment will be made to this Agreement or
the Exhibits or Schedules attached hereto except by an instrument in writing
signed on behalf of each of the parties to such agreement.
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Section 2.10 Authority. Each of the parties hereto represents to the other that
(a) it has the corporate or other requisite power and authority to execute,
deliver and perform this Agreement, (b) the execution, delivery and performance
of this Agreement by it have been duly authorized by all necessary corporate or
other action, (c) it has duly and validly executed and delivered this Agreement,
and (d) this Agreement is a legal, valid and binding obligation, enforceable
against it in accordance with its terms subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally and general equity principles.
Section 2.11 Interpretation. The headings contained in this Agreement, in any
Exhibit or Schedule hereto and in the table or contents to this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Any capitalized term used in any Schedule or
Exhibit but not otherwise defined therein, shall have the meaning assigned to
such term in this Agreement. When a reference is made in this Agreement to an
Article or a Section, Exhibit or Schedule, such reference shall be to an Article
or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise
indicated.
Section 2.12 Disputes. Any Disputes that arise under this Agreement shall be
resolved in accordance with the provisions of Section 5.9 of the Separation
Agreement.
ARTICLE III
DEFINITIONS
The following terms, as used herein, shall have the following meanings:
Actual Completion Date means, with respect to each Property, the date upon which
completion of the assignment, lease or sublease of that Property actually takes
place.
Landlord means the landlord under MRV's Lease, and its successors and assigns,
and includes the holder of any other interest which is superior to the interest
of the landlord under MRV's Lease.
Lease Consents means all consents, waivers or amendments required from the
Landlord or other third parties under the Relevant Leases to assign the Relevant
Leases to Optical Access or its applicable Subsidiary.
Leased Properties means those Properties in Section A of Schedule 1 of this
Agreement.
Property means the Leased Properties and the Shared Properties.
Relevant Leases means those of MRV's Leases with respect to which the Landlord's
consent is required for assignment or sublease to a third party or which
prohibit assignments or subleases.
Retained Parts means those parts of the Leased Properties which, following
assignment to Optical Access or its applicable Subsidiary, are intended to be
licensed to MRV or its applicable Subsidiary.
Shared Properties means those Properties listed in (a) Section A of Schedule 1
as a Property involving a license back to MRV and (b) Section B of Schedule 1 of
this Agreement.
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MRV's Lease means, in relation to each Property, the lease(s) or sublease(s) or
license(s) under which MRV or its applicable Subsidiary holds such Property and
any other supplemental document completed prior to the Actual Completion Date.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized on the day and
year first above written.
MRV COMMUNICATIONS, INC.
a Delaware Corporation
By:
---------------------------------
Xxxx Xxxxx, Chief Executive
Officer
OPTICAL ACCESS, INC.
a Delaware Corporation
By:
---------------------------------
Xxx Xxxxxx, Chief Executive
Officer
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SCHEDULE 1
PROPERTIES
SECTION A: LEASED PROPERTIES ASSIGNED TO OPTICAL ACCESS
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SECTION B: SHARED PROPERTIES SUBLET TO OPTICAL ACCESS
Approximate Number
Address Area to be licensed of Employees
------- ------------------- ------------
00000 Xxxxxxxx Xxxxxx [________] square feet
Chatsworth, California and common areas
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SCHEDULE 2
FORM ASSIGNMENT FOR LEASED PROPERTIES
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[MRV COMMUNICATIONS, INC. LETTERHEAD]
_______ __, 2000
VIA FEDERAL EXPRESS
Name of Lessor
-----------------
-----------------
Re: MRV Communications, Inc.
Dear _________:
MRV Communications, Inc. ("MRV") is a party to an equipment lease, dated _____
__. ____ with ____________ (the "Lease"). We would like to inform you that MRV
intends to transfer certain assets to Optical Access, Inc., a subsidiary of MRV.
As a result of the transfer of assets, MRV is assigning to Optical Access all of
its right, title and interest in, to and under the Lease and Optical Access,
Inc. will assume all of MRV's obligations relative to the Lease.
In order to expedite the process, we have enclosed a copy of Optical Access's
financial statements published in connection with its planned public offering.
Please indicate your consent to the proposed assignment of the Lease to Optical
Access upon the consummation of the proposed transaction discussed above by
countersigning the enclosed copy of this letter and returning it to me in the
envelope provided. We appreciate your response by November 30, 2000 or earlier.
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Please contact me at (000) 000-0000 if you have any questions regarding the
above. Thank you for your assistance.
Very truly yours,
-----------------------
Xxxx Xxxxx
AGREED AND ACCEPTED THIS
____ DAY OF ___________, 2000
NAME OF LESSOR
By:
---------------------------------
Name:
Title:
OPTICAL ACCESS, INC.
By:
---------------------------------
Name: Xxx Xxxxxx
Title: Chief Executive Officer
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SCHEDULE 3
SUBLEASE RENTAL RATES
Approximate Allocation Cost per Person per Month
---------------------- -------------------------
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