**Exhibit10-i**

** **

**QUITCLAIMDEED, QUITCLAIM BILL OF SALE AND TERMINATION OF LEASE**

 

LEASE PLAN NORTH AMERICA, INC., an Illinoiscorporation, 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 andNo/100 Dollars ($10.00) and other good and valuable consideration to Grantor inhand paid by ADC TELECOMMUNICATIONS, INC., a Minnesota corporation (“*Grantee*”), whose address is 13625Technology Drive, Eden Prairie, Minnesota 55344-2252, the receipt andsufficiency 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 anddescribed, has QUITCLAIMED and CONVEYED WITHOUT RECOURSE, and by these presentsdoes hereby QUITCLAIM and CONVEY WITHOUT RECOURSE, unto Grantee allimprovements, tangible personal property and fixtures of any kind owned byGrantor 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 notdefined herein shall have the meanings given them in the ParticipationAgreement dated as of October 22, 1999, by and among Grantor, Grantee, thePersons 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, asAdministrative 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 August24, 2001, (C) the Third Amendment to Participation Agreement dated as ofOctober 31, 2001, (D) the Fourth Amendment to Participation Agreement dated asof December 11, 2001, (E) the Fifth Amendment to the Participation Agreementdated as of December 31, 2001, (F) the Sixth Amendment to ParticipationAgreement dated as of April 18, 2002, (G) the Seventh Amendment toParticipation Agreement dated as of July 31, 2002, and (H) the Eighth Amendmentto Participation Agreement and Other Operative Documents dated as of October29, 2002 (the Participation Agreement, as so amended by the First Amendment toParticipation Agreement, the Second Amendment to Participation Agreement, theThird Amendment to Participation Agreement, the Fourth Amendment toParticipation Agreement, the Fifth Amendment to the Participation Agreement,and the Sixth Amendment to Participation Agreement, the Seventh Amendment toParticipation Agreement, and the Eighth Amendment to Participation Agreementand Other Operative Documents are hereinafter referred to as the “ParticipationAgreement”).

 

This conveyance is made and accepted subject andsubordinate to all existing interests including any encumbrance caused by thefault, 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, QuitclaimBill of Sale and Termination of Lease, and QUITCLAIMED and CONVEYED theProperty, and Grantee has accepted this Quitclaim Deed, Quitclaim Bill of Saleand 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 TOEXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES WHATSOEVER, INCLUDING WITHOUTLIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANYPARTICULAR PURPOSE, WARRANTIES CREATED BY AFFIRMATION OF FACT OR PROMISE OR BYANY DESCRIPTION OF THE PROPERTY OR BY ANY SAMPLE OR MODEL, AND ANY OTHERWARRANTIES CONTAINED IN OR CREATED BY THE 

 

A-2

----

 

MINNESOTA UNIFORMCOMMERCIAL CODE OR ANY OTHER LAW.  THISCONVEYANCE IS MADE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND NOCOVENANT OR WARRANTY SHALL BE IMPLIED FROM THE USE OF ANY WORD OR WORDSCONTAINED HEREIN, INCLUDING WITHOUT LIMITATION, ANY WARRANTY THAT MIGHT ARISEBY COMMON LAW, STATUTE, OR THE WARRANTIES IN MINNESOTA PROPERTY LAW (AS AMENDEDFROM TIME TO TIME); PROVIDED HOWEVER, THAT GRANTOR SPECIFICALLY WARRANTS THATTHERE ARE NO LESSOR LIENS ENCUMBERING THE PROPERTY.

 

TO HAVE AND TO HOLD the Property unto Grantee, itsheirs, executors, legal representatives, successors and assigns, foreverwithout 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, andGrantee, as lessee, do also hereby terminate that certain unrecorded Leasedated as of October 22, 1999, between Grantee, as Lessee and Mortgagor, andGrantor, as Agent Lessor and Mortgagee, as evidenced by the Memorandum ofLease, Mortgage and Security Agreement dated as of October 22, 1999, filed withthe Office of the Registrar of Titles, Hennepin County, Minnesota on October28, 1999, as Document No. 3219722, as amended by the Amendment to Memorandum ofLease, Mortgage and Security Agreement dated as of October 26, 2001, filed withthe Office of the Registrar of Titles, Hennepin County, Minnesota, on November1, 2001, as Document No. 3454005, and the Second Amendment to Memorandum ofLease, Mortgage and Security Agreement dated as of October 29, 2002, filed withthe Office of the Registrar of Titles, Hennepin County, Minnesota, on December6, 2003, as Document No. 3642097.  Thisinstrument may be executed separately in counterparts which, when takentogether, shall constitute one and the same instrument.

 

***[SIGNATURE PAGEIMMEDIATELY FOLLOWS]***

 

A-3

----

 
|              | 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 methis 15th day of July, 2003, by Blake J. Lacher, the VicePresident of LEASE PLAN NORTH AMERICA, INC., an Illinois corporation, on behalfof the corporation, not in its individual capacity except as expressly statedherein 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 methis 15th day of July, 2003, by Elizabeth R. McClellan, theVice President of LEASE PLAN NORTH AMERICA, INC., an Illinois corporation, onbehalf of the corporation, not in its individual capacity except as expresslystated herein but solely as Agent Lessor.

 
|   | /s/ Renee M. Field |   |
|--------|--------------------|--------|
|   | Notary Public      |

 

A-4

----

 

The undersigned joins in this Quitclaim Deed,Quitclaim Bill of Sale and Termination of Lease for the sole purpose ofagreeing 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 methis 15th day of June, 2003, by Gokul V. Hemmady, the Vice President,Controller and Treasurer of ADC TELECOMMUNICATIONS, INC., a Minnesotacorporation, 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 1500Minneapolis, MN 55402-1498

 

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

 

A-5

----