**Exhibit10-h**

** **

**TERMINATION,SATISFACTION AND RELEASE OF MEMORANDUM OF LEASE,MORTGAGE AND SECURITY AGREEMENT**

 

THIS TERMINATION, SATISFACTION AND RELEASE OFMEMORANDUM OF LEASE, MORTGAGE AND SECURITY AGREEMENT (this “Agreement”) is madethis 17th day of July, 2003, by and between LEASE PLAN NORTHAMERICA, INC., an Illinois corporation, not in its individual capacity exceptas expressly stated herein but solely as Agent Lessor (“Lessor”), and ADCTELECOMMUNICATIONS, INC., a Minnesota corporation (“ADC”)(Lessor and ADC arehereinafter collectively referred to as “Mortgagor”); and LEASE PLAN NORTHAMERICA, INC., an Illinois corporation, not in its individual capacity exceptas expressly stated herein but solely as Agent Lessor (“Agent Lessor”), LEASEPLAN NORTH AMERICA, INC., an Illinois corporation, not in its individualcapacity but solely as Agent Lessor (“Lease Plan”), ABN AMRO BANK N.V., a bankorganized under the laws of the Netherlands (“ABN”), and AMSTERDAM FUNDINGCORPORATION, 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 SecurityAgreement dated as of October 22, 1999, filed with the Office of the Registrarof Titles, Hennepin County, Minnesota, on October 28, 1999, as Document No.3219722, as amended by the Amendment to Memorandum of Lease, Mortgage andSecurity Agreement dated as of October 26, 2001, filed with the Office of theRegistrar of Titles, Hennepin County, Minnesota, on November 1, 2001, asDocument No. 3454005, and the Second Amendment to Memorandum of Lease, Mortgageand Security Agreement dated as of October 29, 2002, filed with the Office ofthe Registrar of Titles, Hennepin County, Minnesota, on December 6, 2002, asDocument No. 3642097 (the Memorandum of Lease, Mortgage and Security Agreement,as so amended, the “Security Agreement”).

 

## B.                                     Mortgagorand Mortgagee wish to terminate the Security Instrument.

 

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AGREEMENT

 

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

 

### 1.                                       Theabove Recitals are incorporated herein by reference as if fully set forthherein.

 

### 2.                                       Mortgageeacknowledges that it has received full payment and satisfaction of all moneyand obligations secured by the Security Instrument, and in consideration ofsuch payment and satisfaction, forever releases and discharges the debtevidenced by the Security Instrument, terminates the Security Instrument, andreleases the real property described as Lot 1, Block 1, Technology Campus 3rdAddition, Hennepin County, Minnesota, from all of Mortgagee’s right, title,lien and interest therein and thereto.

 

### 3.                                       ThisAgreement may be executed separately in counterparts which, when takentogether, shall constitute one and the same instrument.

 

IN WITNESS whereof the undersigned have executed thisinstrument 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 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      |

 

2

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|              | 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 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      |

 

3

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|               | 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 methis 15th day of July, 2003, by Gokul V. Hemmady, the VicePresident, Controller & Treasurer of ADC TELECOMMUNICATIONS, INC., aMinnesota 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 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      |

 

4

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|              | 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 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      |                |
|              |   |               |                |
|              |   |               |                |
|              |   | 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 methis 15th day of July, 2003, by Blake J. Lacher, the VicePresident of ABN AMRO BANK N.V., a bank organized under the laws of theNetherlands, on behalf of the bank.

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

 

5

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|              |   | 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 methis 15th day of July, 2003, by Elizabeth R. McClellan, the VicePresident of ABN AMRO BANK N.V., a bank organized under the laws of theNetherlands, 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 methis 15th day of July, 2003, by Andrew L. Stidd, the President ofAMSTERDAM FUNDING CORPORATION, a Delaware corporation, on behalf of thecorporation.

 

 
|   | /s/ Kevin P. Burns |   |
|--------|--------------------|--------|
|   | Notary Public      |

 

 

THIS INSTRUMENT WASDRAFTED BY, AND AFTER RECORDING RETURN TO:Dorsey & Whitney LLP (JLTIII)Suite 150050 South Sixth StreetMinneapolis, MN 55402-1498

 

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