Exhibit
10-i


 


QUITCLAIM
DEED, QUITCLAIM BILL OF SALE AND TERMINATION OF LEASE


 


LEASE PLAN NORTH AMERICA, INC., an Illinois
corporation, not in its individual capacity except as expressly stated herein,
but solely as Agent Lessor for the Participants (“Grantor”), for and in consideration of the sum of Ten and
No/100 Dollars ($10.00) and other good and valuable consideration to Grantor in
hand paid by ADC TELECOMMUNICATIONS, INC., a Minnesota corporation (“Grantee”), whose address is 13625
Technology Drive, Eden Prairie, Minnesota 55344-2252, the receipt and
sufficiency of which consideration is hereby acknowledged, has Bargained, Sold,
Delivered and Assigned, and subject to the exceptions, liens, encumbrances,
terms and provisions to conveyance and warranty hereinafter set forth and
described, has QUITCLAIMED and CONVEYED WITHOUT RECOURSE, and by these presents
does hereby QUITCLAIM and CONVEY WITHOUT RECOURSE, unto Grantee all
improvements, tangible personal property and fixtures of any kind owned by
Grantor and attached to or located on the land described as Lot 1, Block 1,
Technology Campus 3rd Addition, Hennepin County, Minnesota.  All the foregoing described land,
improvements, and other property is hereinafter referred to as the “Property”, and all capitalized terms not
defined herein shall have the meanings given them in the Participation
Agreement dated as of October 22, 1999, by and among Grantor, Grantee, the
Persons named on Schedule I to the Participation Agreement, as Participants,
and ABN AMRO Bank, N.V., a bank organized under the laws of the Netherlands, as
Administrative Agent, as such Participation Agreement has been amended by the
(A) the First Amendment to Participation Agreement dated as of January 29,
2001, (B) the Second Amendment to Participation Agreement dated as of August
24, 2001, (C) the Third Amendment to Participation Agreement dated as of
October 31, 2001, (D) the Fourth Amendment to Participation Agreement dated as
of December 11, 2001, (E) the Fifth Amendment to the Participation Agreement
dated as of December 31, 2001, (F) the Sixth Amendment to Participation
Agreement dated as of April 18, 2002, (G) the Seventh Amendment to
Participation Agreement dated as of July 31, 2002, and (H) the Eighth Amendment
to Participation Agreement and Other Operative Documents dated as of October
29, 2002 (the Participation Agreement, as so amended by the First Amendment to
Participation Agreement, the Second Amendment to Participation Agreement, the
Third Amendment to Participation Agreement, the Fourth Amendment to
Participation Agreement, the Fifth Amendment to the Participation Agreement,
and the Sixth Amendment to Participation Agreement, the Seventh Amendment to
Participation Agreement, and the Eighth Amendment to Participation Agreement
and Other Operative Documents are hereinafter referred to as the “Participation
Agreement”).


 


This conveyance is made and accepted subject and
subordinate to all existing interests including any encumbrance caused by the
fault, neglect or intention of the Grantee; provided, however,
that this conveyance is made and accepted not subject to any Lessor Liens.


 


Grantor has executed this Quitclaim Deed, Quitclaim
Bill of Sale and Termination of Lease, and QUITCLAIMED and CONVEYED the
Property, and Grantee has accepted this Quitclaim Deed, Quitclaim Bill of Sale
and Termination of Lease and purchased the Property AS IS AND WHEREVER LOCATED,
WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, EXPRESS,
IMPLIED OR STATUTORY, IT BEING THE INTENTION OF GRANTOR AND GRANTEE TO
EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES WHATSOEVER, INCLUDING WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY
PARTICULAR PURPOSE, WARRANTIES CREATED BY AFFIRMATION OF FACT OR PROMISE OR BY
ANY DESCRIPTION OF THE PROPERTY OR BY ANY SAMPLE OR MODEL, AND ANY OTHER
WARRANTIES CONTAINED IN OR CREATED BY THE 


 


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MINNESOTA UNIFORM
COMMERCIAL CODE OR ANY OTHER LAW.  THIS
CONVEYANCE IS MADE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND NO
COVENANT OR WARRANTY SHALL BE IMPLIED FROM THE USE OF ANY WORD OR WORDS
CONTAINED HEREIN, INCLUDING WITHOUT LIMITATION, ANY WARRANTY THAT MIGHT ARISE
BY COMMON LAW, STATUTE, OR THE WARRANTIES IN MINNESOTA PROPERTY LAW (AS AMENDED
FROM TIME TO TIME); PROVIDED HOWEVER, THAT GRANTOR SPECIFICALLY WARRANTS THAT
THERE ARE NO LESSOR LIENS ENCUMBERING THE PROPERTY.


 


TO HAVE AND TO HOLD the Property unto Grantee, its
heirs, executors, legal representatives, successors and assigns, forever
without warranty of title of any kind (whether statutory, express or implied),
except as specifically provided herein.


 


As of the recordation of this Quitclaim Deed,
Quitclaim Bill of Sale and Termination of Lease, Grantor, as lessor, and
Grantee, as lessee, do also hereby terminate that certain unrecorded Lease
dated as of October 22, 1999, between Grantee, as Lessee and Mortgagor, and
Grantor, as Agent Lessor and Mortgagee, as evidenced by the Memorandum of
Lease, Mortgage and Security Agreement dated as of October 22, 1999, filed with
the Office of the Registrar of Titles, Hennepin County, Minnesota on October
28, 1999, as Document No. 3219722, as amended by the Amendment to Memorandum of
Lease, Mortgage and Security Agreement dated as of October 26, 2001, filed with
the Office of the Registrar of Titles, Hennepin County, Minnesota, on November
1, 2001, as Document No. 3454005, and the Second Amendment to Memorandum of
Lease, Mortgage and Security Agreement dated as of October 29, 2002, filed with
the Office of the Registrar of Titles, Hennepin County, Minnesota, on December
6, 2003, as Document No. 3642097.  This
instrument may be executed separately in counterparts which, when taken
together, shall constitute one and the same instrument.


 


[SIGNATURE PAGE
IMMEDIATELY FOLLOWS]


 


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  LEASE PLAN NORTH AMERICA, INC., not in

  its individual capacity except as expressly stated

  herein but solely as Agent Lessor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
     /s/ Blake J. Lacher

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its

  	
    Vice President

  	
   

  
	
   

  
	
  STATE OF Illinois

  	
  )

  	
   

  
	
   

  	
  ) ss.

  	
   

  
	
  COUNTY OF Cook

  	
  )

  	
   

  
					



 


The foregoing instrument was acknowledged before me
this 15th day of July, 2003, by Blake J. Lacher, the Vice
President of LEASE PLAN NORTH AMERICA, INC., an Illinois corporation, on behalf
of the corporation, not in its individual capacity except as expressly stated
herein but solely as Agent Lessor.


 


	
   

  	
  /s/ Renee M. Field

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LEASE PLAN NORTH AMERICA, INC., not in

  its individual capacity except as expressly stated

  herein but solely as Agent Lessor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
     /s/ Elizabeth R. McClellan

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its

  	
    Vice President

  	
   

  
	
   

  
	
  STATE OF Illinois

  	
  )

  	
   

  
	
   

  	
  ) ss.

  	
   

  
	
  COUNTY OF Cook

  	
  )

  	
   

  
					



 


The foregoing instrument was acknowledged before me
this 15th day of July, 2003, by Elizabeth R. McClellan, the
Vice President of LEASE PLAN NORTH AMERICA, INC., an Illinois corporation, on
behalf of the corporation, not in its individual capacity except as expressly
stated herein but solely as Agent Lessor.


 


	
   

  	
  /s/ Renee M. Field

  	
   

  
	
   

  	
  Notary Public

  



 


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The undersigned joins in this Quitclaim Deed,
Quitclaim Bill of Sale and Termination of Lease for the sole purpose of
agreeing to the final paragraph hereof.


 


	
   

  	
  ADC TELECOMMUNICATIONS, INC.

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
     /s/ Gokul V. Hemmady

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
  Its:

  	
     Vice President, Controller &
  Treasurer

  	
   

  	 

	
   

  	 

	
  STATE OF MINNESOTA

  	
  )

  	
   

  	 

	
   

  	
  ) ss.

  	
   

  	 

	
  COUNTY OF HENNEPIN

  	
  )

  	
   

  	 

						



 


The foregoing instrument was acknowledged before me
this 15th day of June, 2003, by Gokul V. Hemmady, the Vice President,
Controller and Treasurer of ADC TELECOMMUNICATIONS, INC., a Minnesota
corporation, on behalf of the corporation.


 


	
   

  	
  /s/ Carrie A. Neiburg

  
	
   

  	
  Notary Public

  



 


THIS INSTRUMENT WAS DRAFTED BY:


 


Dorsey & Whitney LLP (JLTIII)

50 South Sixth Street, Suite 1500

Minneapolis, MN 55402-1498


 


The total consideration for this Quitclaim Deed, Quitclaim Bill of Sale
and Termination of Lease is less than $500.


 


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