## QuickLinks

## 

---

---

CONSTRUCTION
AGENCY AGREEMENT

dated
as of October 22, 1999

between

LEASE
PLAN NORTH AMERICA, INC.,
not in its individual capacity, but solely as Agent Lessor

and

ADC
TELECOMMUNICATIONS, INC.,
as Construction Agent

---

---



Table of Contents

|                                                |  |                                                            |  | Page
|----------------------------------------------- |  | ---------------------------------------------------------- |  | ----
|ARTICLE I
DEFINITIONS                          
|1.1.                                            |  | Definitions; Interpretation                                |  | 1   
|ARTICLE II
APPOINTMENT OF CONSTRUCTION AGENT   
|2.1.                                            |  | Appointment and Acceptance                                 |  | 1   
|2.2.                                            |  | Construction of the Financed Improvements                  |  | 1   
|2.3.                                            |  | Term                                                       |  | 2   
|2.4.                                            |  | Construction Documents                                     |  | 2   
|2.5.                                            |  | Scope of Authority                                         |  | 3   
|2.6.                                            |  | Covenants of the Construction Agent                        |  | 4   
|2.7.                                            |  | Title to the Financed Improvements                         |  | 6   
|2.8.                                            |  | Deliveries to Agent Lessor                                 |  | 6   
|ARTICLE III
THE FINANCED IMPROVEMENTS          
|3.1.                                            |  | Construction                                               |  | 6   
|3.2.                                            |  | Amendments; Modifications                                  |  | 6   
|3.3.                                            |  | Casualty, Condemnation and Force Majeure Events            |  | 6   
|3.4.                                            |  | Construction Termination Events                            |  | 6   
|3.5.                                            |  | Easements                                                  |  | 7   
|ARTICLE IV
PAYMENT OF FUNDS                    
|4.1.                                            |  | Funding of Construction Costs                              |  | 8   
|ARTICLE V
CONSTRUCTION AGENCY EVENTS OF DEFAULT
|5.1.                                            |  | Construction Agency Events of Default                      |  | 9   
|5.2.                                            |  | Survival                                                   |  | 10  
|5.3.                                            |  | Remedies Cumulative; Waivers                               |  | 10  
|5.4.                                            |  | Limitation on Recourse Liability of Construction Agent     |  | 12  
|5.5.                                            |  | Agent Lessor's Right to Cure Construction Agent's Defaults |  | 12  
|ARTICLE VI
NO CONSTRUCTION AGENCY FEE          
|6.1.                                            |  | Lease as Fulfillment of Agent Lessor's Obligations         |  | 13  
|ARTICLE VII
MISCELLANEOUS                      
|7.1.                                            |  | Notices                                                    |  | 13  
|7.2.                                            |  | Successors and Assigns                                     |  | 13  
|7.3.                                            |  | GOVERNING LAW                                              |  | 13  
|7.4.                                            |  | Amendments, etc                                            |  | 13  
|7.5.                                            |  | Counterparts                                               |  | 13  
|7.6.                                            |  | Severability                                               |  | 13  
|7.7.                                            |  | Headings and Table of Contents                             |  | 13  
|7.8.                                            |  | Exercise of Agent Lessor's Rights                          |  | 13  
|7.9.                                            |  | Limited Liability                                          |  | 14  

|EXHIBITS                                                                        
|--------------------------------------------------------------------------------
|EXHIBIT A    Form of Certification as to Construction Commencement Date        
|EXHIBIT B    Form of Construction Documents Assignment                         
|EXHIBIT C    Acknowledgment of and Consent to Construction Documents Assignment



CONSTRUCTION AGENCY AGREEMENT

CONSTRUCTION AGENCY AGREEMENT, dated as of October 22, 1999 (this "Agreement"), between LEASE PLAN NORTH
AMERICA, INC., an Illinois corporation, not in its individual capacity, but solely as Agent Lessor (the "Agent Lessor"), and ADC
TELECOMMUNICATIONS, INC., a Minnesota corporation (the "Construction Agent").

W I T N E S S E T H:

A.  The
Agent Lessor and ADC Telecommunications, Inc. are parties to that certain Lease, pursuant to which the Lessee has agreed to lease from Agent Lessor, and
the Agent Lessor has agreed to lease to the Lessee, Agent Lessor's interest in the Land and the Financed Improvements when constructed.

B.  Agent
Lessor, Administrative Agent and Lessee are also parties to that certain Participation Agreement, dated as of even date herewith (as amended, supplemented or
otherwise modified, the "Participation Agreement"), among Lessee, Agent Lessor, and the Persons named therein as Participants.

C.  Subject
to the terms and conditions hereof, (i) the Agent Lessor desires to appoint the Construction Agent as its sole and exclusive agent for the
construction of the Financed Improvements in accordance with the Approved Construction Budget, the Approved Construction Schedule and the Approved Plans and Specifications (collectively, the
"Approved Construction Materials") and pursuant to the Lease and this Agreement, and (ii) the Construction Agent desires, for the benefit of the
Agent Lessor, to cause the Financed Improvements to be constructed in accordance with the Approved Construction Materials and pursuant to the Lease and this Agreement, in each case in accordance with
the terms set forth herein and in the Lease;

NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereto covenant and agree as follows:

ARTICLE I DEFINITIONS

1.1.Definitions; Interpretation.Capitalized terms used but not otherwise defined in this Agreement
shall have the meanings set forth in Appendix 1 to the Participation Agreement, and the rules of interpretation set forth in Appendix 1 shall apply to this Agreement.

ARTICLE II APPOINTMENT OF CONSTRUCTION AGENT

2.1.Appointment and Acceptance.



2.2.Construction of the Financed Improvements.The Construction Agent will cause the Financed
Improvements to be constructed on the Land in accordance with and subject to the Approved Construction Materials, in compliance in all respects with all Requirements of Law and Insurance Requirements,
and otherwise in compliance with the requirements of this Agreement, the Lease and the other Operative Documents. Construction Agent hereby agrees, unconditionally and for the benefit

of Agent Lessor, to commence Construction on or before thirty (30) days after the Document Closing Date. Without limiting the foregoing, no such construction shall be undertaken until all
material Applicable Laws necessary for the commencement of Construction (including obtaining required Governmental Actions) have been complied with. Construction Agent agrees to deliver to Agent
Lessor and Administrative Agent written certification of the Construction Commencement Date in the form ofExhibit Awithin ten (10) Business Days after the Construction Commencement Date.

2.3.Term.This Agreement shall commence on the date hereof and shall terminate upon the first to occur
of:



2.4.Construction Documents.



## 

2.5.Scope of Authority.



2.6.Covenants of the Construction Agent.The Construction Agent hereby covenants and agrees that it
will:



2.7.Title to the Financed Improvements.Title to the Financed Improvements (including, all materials
or equipment incorporated therein or purchased by any Person and paid for by Construction Agent for the purpose of being incorporated therein) shall automatically, without further act of Construction
Agent, vest in Agent Lessor.

2.8.Deliveries to Agent Lessor.Construction Agent shall deliver to Agent Lessor copies of all
documents, instruments, notices and other communications to be delivered by Construction Agent, or which Construction Agent is required to cause to be delivered, to Agent Lessor or Administrative
Agent under the Operative Documents and copies of all Advance Requests.

ARTICLE III THE FINANCED IMPROVEMENTS

3.1.Construction.The Construction Agent shall cause the Financed Improvements to be constructed,
equipped, maintained and used in compliance in all respects with the Approved Plans and Specifications, all Requirements of Law and all Insurance Requirements.

3.2.Amendments; Modifications.



3.3.Casualty, Condemnation and Force Majeure Events.If at any time prior to Substantial Completion
there occurs a Casualty, Condemnation, or Agent Lessor or Construction Agent receives notice of a Condemnation, then, except as otherwise provided in Article XIV of the Lease, in each case
Construction Agent shall promptly and diligently complete the Construction in accordance with the Approved Plans and Specifications and with the terms hereof, and cause Substantial Completion to occur
on or prior to the Outside Completion Date.

3.4.Construction Termination Events.



3.5.Easements.With respect to the Financed Improvements, Construction Agent may, subject to the
conditions, restrictions and limitations set forth herein and in the other Operative Documents, at any time prior to the earlier of (i) termination of the Construction Period and
(ii) termination of this Agreement, grant easements, licenses, rights-of-way, party wall rights and other rights in the nature of
easements, with or without consideration, necessary or appropriate for the construction or operation of the Premises, without the consent of Agent Lessor as long as the following conditions are
satisfied (and, as long as the following conditions are satisfied, Construction Agent may execute such instruments and take such actions in the name of Agent Lessor, and Agent Lessor shall execute a
power of attorney evidencing such right from time to time upon request of Construction Agent):



At
the request of Construction Agent, so long as no Construction Agency Event of Default shall have occurred and be continuing, Agent Lessor shall, from time to time during the
Construction Period and upon at least ten (10) Business Days' prior written notice from Construction Agent, consent to and join in any easements, licenses,
rights-of-way, party wall rights and other rights in the nature of easements pursuant to thisSection 3.5.

ARTICLE IV PAYMENT OF FUNDS

4.1.Funding of Construction Costs.



## 



ARTICLE V CONSTRUCTION AGENCY EVENTS OF DEFAULT

5.1.Construction Agency Events of Default.If any one or more of the following events (each a
"Construction Agency Event of Default") shall occur:



then,
in any such event, the Agent Lessor may, in addition to the other rights and remedies provided for in thisArticle Vor under the Lease, immediately terminate this Agreement by giving the Construction Agent written notice of such termination, and upon the giving of such
notice, all rights of the Construction Agent and all obligations of the Agent Lessor under this Agreement shall cease;provided,however, that
this Agreement will terminate immediately without notice upon the
occurrence of an Insolvency Event. Upon any such termination, all rights of the Construction Agent and all obligations of the Agent Lessor shall cease, and the Construction Agent shall (subject
toSection 5.4below) immediately pay to the Agent Lessor, as and for liquidated damages, an amount equal to the
Purchase Amount as of the date of such payment (whereupon the Agent Lessor shall execute a termination of the Ground Lease and shall convey title to the Improvements to the Lessee or its designee in
accordance with Article XXI of the Lease). Alternatively, the Agent Lessor, with or without terminating this Agreement and without waiving or releasing the Construction Agent from any
obligation or any Construction Agency Event of Default, may (but shall be under no obligation to) remedy any Construction Agency Event of Default for the account of and at the sole cost and expense of
the Construction Agent. The Construction Agent shall pay upon demand all costs, expenses, losses, expenditures and damages (including reasonable attorneys' fees) incurred by or on behalf of Agent
Lessor in connection with any Construction Agency Event of Default, together with interest thereon at the Overdue Rate from the date on which such amounts are paid by the Agent Lessor. Upon the
occurrence of an Insolvency Event, the Financed Improvements, whether or not Construction has been completed, shall become subject to the Lease pursuant toArticle IIhereof.

5.2.Survival.The termination of this Agreement pursuant toSection 5.1shall in no event relieve the Construction Agent of its
liability and obligations hereunder which accrued prior to such
termination, all of which shall survive any such termination.

5.3.Remedies Cumulative; Waivers.Upon the occurrence of a Construction Agency Event of Default, at
the Agent Lessor's option and without limiting the Agent Lessor in the exercise of any other right or remedy the Agent Lessor may have on account of such default (including, without limitation, any
rights of Agent Lessor or remedies atSection 3.4or under any other Operative Document), and without any further
demand or notice, but subject toSection 5.4below, the Agent

Lessor may cause the following to occur (subject to Lessee's option to purchase the Premises in accordance with the terms and subject to the limitations and time periods applicable during the
continuation of an Event of Default as set forth in Section 18.1 of the Lease):



5.4.Limitation on Recourse Liability of Construction Agent.Notwithstanding anything set forth herein
to the contrary, prior to the Base Term Commencement Date, the aggregate amount payable by Construction Agent on a recourse basis underSection 3.4or thisArticle Vas the result of the occurrence of a Construction
Termination Event or a Construction Agency Event of Default which is not a Full Recourse Interim Event of Default shall be subject to the limitations therein on the recourse liability of Construction
Agent set forth at Article XIII of the Participation Agreement.

5.5.Agent Lessor's Right to Cure Construction Agent's Defaults.The Agent Lessor, without waiving or
releasing any obligation or Construction Agency Event of Default, may (but shall be under no obligation to) remedy any Construction Agency Event of Default for the account of and at the sole cost and
expense of the Construction Agent (subject toSection 5.4above), and in furtherance of such right, the Agent
Lessor may make Advance Requests, execute the Construction Documents and otherwise exercise all rights and perform all duties of the Construction Agent hereunder and the Lessee under the Participation
Agreement with respect to the Construction. All reasonable out of pocket costs and expenses so incurred (including reasonable fees and expenses of counsel), together with interest thereon at the
Overdue Rate from the date on which such sums or expenses are paid by the Agent Lessor, shall (subject toSection 5.4above) be paid by the Construction Agent to the Agent Lessor on demand.



## 

ARTICLE VI NO CONSTRUCTION AGENCY FEE

6.1.Lease as Fulfillment of Agent Lessor's Obligations.Construction Agent will not be entitled to,
and the Agent Lessor shall have no obligation to pay, any agency fee or other fee or compensation, and the Construction Agent shall not be entitled to, and the Agent Lessor shall have no obligation to
make or pay, any reimbursement therefor, it being understood that this Agreement is being entered into as consideration for and as an inducement to the Agent Lessor and the Construction Agent entering
into the Lease and the other Operative Documents.

ARTICLE VII MISCELLANEOUS

7.1.Notices.All notices, consents, directions, approvals, instructions, requests, demands and other
communications required or permitted by the terms hereof to be given to any Person shall be given in writing in the manner provided in, shall be sent to the respective addresses set forth in, and the
effectiveness thereof shall be governed by the provisions of, Section 15.3 of the Participation Agreement.

7.2.Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of the Agent
Lessor, the Construction Agent and their respective successors and assigns;provided,however, that the Construction Agent shall not assign any of
its rights or, except as permitted bySections 2.4and2.5, delegate any of its duties or obligations under this Agreement without the prior
written consent of the Agent Lessor, which consent may be granted or withheld in the Agent Lessor's sole and absolute discretion.

7.3.GOVERNING LAW.THIS AGREEMENT HAS BEEN DELIVERED IN, AND SHALL IN ALL RESPECTS BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES TO THE EXTENT PERMITTED BY APPLICABLE LAW (EXCEPT SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT AS TO MATTERS RELATING TO THE CREATION OF LIENS AND THE EXERCISE OF REMEDIES WITH RESPECT TO THE PREMISES CONSTITUTING REAL PROPERTY, WHICH SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA.

7.4.Amendments, etc.The Agent Lessor and the Construction Agent may, from time to time, enter into
written amendments, supplements or modifications hereto, subject to the restrictions set forth in Section 15.5 of the Participation Agreement.

7.5.Counterparts.This Agreement may be executed on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same instrument.

7.6.Severability.Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

7.7.Headings and Table of Contents.The headings and table of contents contained in this Agreement are
for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

7.8.Exercise of Agent Lessor's Rights.Subject to the Excepted Payments, Construction Agent hereby
acknowledges and agrees that, subject to and in accordance with the terms of the Assignment of

Construction Agency Agreement dated concurrently herewith made by Agent Lessor in favor of Administrative Agent, the rights and powers of Agent Lessor under this Agreement have been assigned to and
may be exercised by the Administrative Agent.

7.9.Limited Liability.Construction Agent agrees that Agent Lessor's obligations and liability under
this Agreement are limited pursuant to Section 16.11 of the Participation Agreement.

[END OF PAGE]
[SIGNATURE PAGES FOLLOW]

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

|Attest:              |  | ADC TELECOMMUNICATIONS, INC.,
as Construction Agent                                       
|-------------------- |  | ------------------------------------------------------------------------------------------
|/s/ Steven T. Chávey |  | By:                                                                                       
|                     |  | Name:                                                                                     
|                     |  | Title:                                                                                    
|Attest:              |  | LEASE PLAN NORTH AMERICA, INC., not in its
individual capacity, but solely as Agent Lessor
|                     |  | By:                                                                                       
|                     |  | Name:                                                                                     
|                     |  | Title:                                                                                    



## QuickLinks

Table of ContentsCONSTRUCTION AGENCY AGREEMENTARTICLE I DEFINITIONSARTICLE II APPOINTMENT OF CONSTRUCTION AGENT

ARTICLE III THE FINANCED IMPROVEMENTSARTICLE IV PAYMENT OF FUNDS

ARTICLE V CONSTRUCTION AGENCY EVENTS OF DEFAULT

ARTICLE VI NO CONSTRUCTION AGENCY FEEARTICLE VII MISCELLANEOUS