Exhibit
10-h


 


TERMINATION,
SATISFACTION AND RELEASE OF MEMORANDUM OF LEASE,

MORTGAGE AND SECURITY AGREEMENT


 


THIS TERMINATION, SATISFACTION AND RELEASE OF
MEMORANDUM OF LEASE, MORTGAGE AND SECURITY AGREEMENT (this “Agreement”) is made
this 17th day of July, 2003, by and between LEASE PLAN NORTH
AMERICA, INC., an Illinois corporation, not in its individual capacity except
as expressly stated herein but solely as Agent Lessor (“Lessor”), and ADC
TELECOMMUNICATIONS, INC., a Minnesota corporation (“ADC”)(Lessor and ADC are
hereinafter collectively referred to as “Mortgagor”); and LEASE PLAN NORTH
AMERICA, INC., an Illinois corporation, not in its individual capacity except
as expressly stated herein but solely as Agent Lessor (“Agent Lessor”), LEASE
PLAN NORTH AMERICA, INC., an Illinois corporation, not in its individual
capacity but solely as Agent Lessor (“Lease Plan”), ABN AMRO BANK N.V., a bank
organized under the laws of the Netherlands (“ABN”), and AMSTERDAM FUNDING
CORPORATION, a Delaware corporation (“Amsterdam”)(Agent Lessor, Lease Plan,
ABN, and Amsterdam are hereinafter collectively referred to as “Mortgagee”).


 


RECITALS


 


A.                                   Mortgagor,
as mortgagor, granted that certain 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, 2002, as
Document No. 3642097 (the Memorandum of Lease, Mortgage and Security Agreement,
as so amended, the “Security Agreement”).


 


B.                                     Mortgagor
and Mortgagee wish to terminate the Security Instrument.


 

















 


AGREEMENT


 


NOW, THEREFORE, in consideration of this Agreement and
of other consideration, the receipt and sufficiency of which the parties hereto
acknowledge, the parties hereto agree as follows:


 


1.                                       The
above Recitals are incorporated herein by reference as if fully set forth
herein.


 


2.                                       Mortgagee
acknowledges that it has received full payment and satisfaction of all money
and obligations secured by the Security Instrument, and in consideration of
such payment and satisfaction, forever releases and discharges the debt
evidenced by the Security Instrument, terminates the Security Instrument, and
releases the real property described as Lot 1, Block 1, Technology Campus 3rd
Addition, Hennepin County, Minnesota, from all of Mortgagee’s right, title,
lien and interest therein and thereto.


 


3.                                       This
Agreement may be executed separately in counterparts which, when taken
together, shall constitute one and the same instrument.


 


IN WITNESS whereof the undersigned have executed this
instrument as of the 17th day of July, 2003.


 


	
   

  	
  MORTGAGOR:

  
	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
  Name:

  	
    Blake J.
  Lacher

  	
   

  
	
   

  	
  Title:

  	
    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 

  



 


2

















 


	
   

  	
  MORTGAGOR:

  
	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
  Name:

  	
    Elizabeth
  R. McClellan

  	
   

  
	
   

  	
  Title:

  	
     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

  



 


3

















 


	
   

  	
  MORTGAGOR:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADC TELECOMMUNICATIONS,
  INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
    /s/ Gokul
  V. Hemmady

  	
   

  
	
   

  	
  Name:

  	
    Gokul V.
  Hemmady

  	
   

  
	
   

  	
  Title:

  	
    Vice
  President, Controller & Treasurer

  	
   

  
	
   

  
	
  STATE OF MINNESOTA

  	
  )

  	
   

  
	
   

  	
  ) ss.

  	
   

  
	
  COUNTY OF HENNEPIN

  	
  )

  	
   

  
						



 


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


 


	
   

  	
  /s/ Carrie A. Neiburg

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MORTGAGEE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
  Name:

  	
  Blake J. Lacher

  	
   

  
	
   

  	
  Title:

  	
  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

  



 


4

















 


	
   

  	
  MORTGAGEE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
  Name:

  	
  Elizabeth R. McClellan

  	
   

  
	
   

  	
  Title:

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MORTGAGEE:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN AMRO BANK N.V.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Blake J. Lacher

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Blake J. Lacher

  	
   

  
	
   

  	
   

  	
  Title:

  	
  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 ABN AMRO BANK N.V., a bank organized under the laws of the
Netherlands, on behalf of the bank.


 


	
   

  	
  /s/ Renee M. Field

  
	
   

  	
  Notary Public

  



 


5

















 


	
   

  	
   

  	
  ABN AMRO BANK N.V.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Elizabeth R.
  McClellan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Elizabeth R. McClellan

  	
   

  
	
   

  	
   

  	
  Title:

  	
  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 ABN AMRO BANK N.V., a bank organized under the laws of the
Netherlands, on behalf of the bank.


 


	
   

  	
  /s/ Renee M. Field

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MORTGAGEE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMSTERDAM FUNDING
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew L. Stidd

  	
   

  
	
   

  	
  Name:

  	
  Andrew L. Stidd

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  
	
  STATE OF New York

  	
  )

  	
   

  
	
   

  	
  ) ss.

  	
   

  
	
  COUNTY OF New York

  	
  )

  	
   

  
							



 


The foregoing instrument was acknowledged before me
this 15th day of July, 2003, by Andrew L. Stidd, the President of
AMSTERDAM FUNDING CORPORATION, a Delaware corporation, on behalf of the
corporation.


 


 


	
   

  	
  /s/ Kevin P. Burns

  	
   

  
	
   

  	
  Notary Public

  



 


 


THIS INSTRUMENT WAS

DRAFTED BY, AND AFTER 

RECORDING RETURN TO:

Dorsey & Whitney LLP (JLTIII)

Suite 1500

50 South Sixth Street

Minneapolis, MN 55402-1498


 


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