Exhibit 10-hh

SEVENTH AMENDMENT TO
PARTICIPATION AGREEMENT

THIS SEVENTH AMENDMENT TO PARTICIPATION AGREEMENT, dated as of July 31, 2002 (this "Amendment"), amends the
Participation Agreement, dated as of October 22, 1999, by and among ADC Telecommunications, Inc., a Minnesota corporation ("ADC" or
"Lessee"), as Lessee; Lease Plan North America, Inc., not in its individual capacity, except as expressly stated therein, but solely as Agent
Lessor for the Participants (the "Agent Lessor"); the Persons named on Schedule I thereto, as Participants; and ABN AMRO Bank N.V., as
Administrative Agent, as amended by (A) the First Amendment to Participation Agreement, dated as of January 29, 2001 (the "First
Amendment"), (B) the Second Amendment to Participation Agreement, dated as of August 24, 2001 (the "Second
Amendment"), (C) the Third Amendment to the Participation Agreement and Lease, dated as of October 31, 2001 (the "Third
Amendment"), (D) the Fourth Amendment to the Participation Agreement and Lease, dated as of December 11, 2001 (the "Fourth
Amendment"), (E) the Fifth Amendment to the Participation Agreement and Lease, dated as of December 31, 2001 (the "Fifth
Amendment") and (F) the Sixth Amendment to the Participation Agreement, dated as of April 18, 2002 (the "Sixth
Amendment") (as so amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and the Sixth Amendment, the
"Existing Participation Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto
in Appendix 1 to the Participation Agreement.

WHEREAS,
the parties hereto have entered into the Existing Participation Agreement and the other Operative Documents to fund the Construction of the Financed Improvements on the Land;

WHEREAS,
prior to the date of this Amendment, the Put Event and Base Term Commencement Date have occurred;

WHEREAS,
the parties hereto desire to amend the Existing Participation Agreement as hereinafter set forth;

NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as
follows:

SECTION
1.    AMENDMENTS.    Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, the Existing
Participation Agreement shall be amended in accordance withSections 1.1and1.2.



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SECTION
2.    CONDITIONS PRECEDENT.    This Amendment shall become effective as of July 31, 2002 upon the satisfaction of each of the following conditions
precedent:



SECTION
3.    REPRESENTATIONS AND WARRANTIES.    In order to induce the Participants and the Agent Lessor to execute and deliver this Amendment, Lessee hereby
represents to each of the Participants and the Agent Lessor that, as of the date hereof,



2

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SECTION
4.    MISCELLANEOUS.



3

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[signature
pages follow]

4

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

| |  | ADC TELECOMMUNICATIONS, INC., as Lessee
| |  | ---------------------------------------
| |  |                                        
| |  | By:                                    
| |  | Name:                                  
| |  | Title:                                 

| |  | LEASE PLAN NORTH AMERICA, INC., not in its individual capacity, except as expressly stated in the Participation Agreement, but solely as Agent Lessor
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                      
| |  | By:                                                                                                                                                  
| |  | Name:                                                                                                                                                
| |  | Title:                                                                                                                                               

| |  | ABN AMRO BANK N.V., as Administrative Agent and as a Participant
| |  | ----------------------------------------------------------------
| |  |                                                                 
| |  | By:                                                             
| |  | Name:                                                           
| |  | Title:                                                          
| |  |                                                                 
| |  | By:                                                             
| |  | Name:                                                           
| |  | Title:                                                          

| |  | GENERAL ELECTRIC CAPITAL CORPORATION, as a Participant
| |  | ------------------------------------------------------
| |  |                                                       
| |  | By:                                                   
| |  | Name:                                                 
| |  | Title:                                                

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