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

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 17^th 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 Xxx 0, Xxxxx 0, Xxxxxxxxxx Xxxxxx 0^xx Xxxxxxxx, Xxxxxxxx Xxxxxx, 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 17^th 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/ Xxxxx X. Xxxxxx
		Name:			Xxxxx X. Xxxxxx
		Title:		Vice President
STATE OF Illinois	)
	) ss.
COUNTY OF Xxxx	)

The foregoing instrument was acknowledged before me this 15^th day of July, 2003, by Xxxxx X. Xxxxxx, 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/ Xxxxx X. Field

Notary Public

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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/ Xxxxxxxxx X. XxXxxxxxx
		Name:			Xxxxxxxxx X. XxXxxxxxx
		Title:		Vice President
STATE OF Illinois	)
	) ss.
COUNTY OF Xxxx	)

The foregoing instrument was acknowledged before me this 15^th day of July, 2003, by Xxxxxxxxx X. XxXxxxxxx, 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/ Xxxxx X. Field

Notary Public

3

		MORTGAGOR:
		ADC TELECOMMUNICATIONS, INC.
		By:		/s/ Xxxxx X. Xxxxxxx
		Name:		Xxxxx X. Xxxxxxx
		Title:		Vice President, Controller & Treasurer
STATE OF MINNESOTA	)
	) ss.
COUNTY OF HENNEPIN	)

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

		/s/ Xxxxxx X. Xxxxxxx
		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/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:	Vice President
STATE OF Illinois	)
	) ss.
COUNTY OF Xxxx	)

The foregoing instrument was acknowledged before me this 15^th day of July, 2003, by Xxxxx X. Xxxxxx, 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/ Xxxxx X. 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/ Xxxxxxxxx X. XxXxxxxxx
		Name:	Xxxxxxxxx X. XxXxxxxxx
		Title:	Vice President
STATE OF Illinois	)
	) ss.
COUNTY OF Xxxx	)

The foregoing instrument was acknowledged before me this 15^th day of July, 2003, by Xxxxxxxxx X. XxXxxxxxx, 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/ Xxxxx X. Field
			Notary Public
			MORTGAGEE:
			ABN AMRO BANK N.V.
			By:	/s/ Xxxxx X. Xxxxxx
			Name:	Xxxxx X. Xxxxxx
			Title:	Vice President
STATE OF Illinois	)
	) ss.
COUNTY OF Xxxx	)

The foregoing instrument was acknowledged before me this 15^th day of July, 2003, by Xxxxx X. Xxxxxx, the Vice President of ABN AMRO BANK N.V., a bank organized under the laws of the Netherlands, on behalf of the bank.

/s/ Xxxxx X. Field

Notary Public

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			ABN AMRO BANK N.V.
			By:		/s/ Xxxxxxxxx X. XxXxxxxxx
			Name:		Xxxxxxxxx X. XxXxxxxxx
			Title:	Vice President
STATE OF Illinois	)
	) ss.
COUNTY OF Xxxx	)

The foregoing instrument was acknowledged before me this 15^th day of July, 2003, by Xxxxxxxxx X. XxXxxxxxx, the Vice President of ABN AMRO BANK N.V., a bank organized under the laws of the Netherlands, on behalf of the bank.

		/s/ Xxxxx X. Field
		Notary Public
		MORTGAGEE:
		AMSTERDAM FUNDING CORPORATION
		By:			/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:	President
STATE OF New York	)
	) ss.
COUNTY OF New York	)

The foregoing instrument was acknowledged before me this 15^th day of July, 2003, by Xxxxxx X. Xxxxx, the President of AMSTERDAM FUNDING CORPORATION, a Delaware corporation, on behalf of the corporation.

/s/ Xxxxx X. Xxxxx

Notary Public

THIS INSTRUMENT WAS
DRAFTED BY, AND AFTER
RECORDING RETURN TO:
Xxxxxx & Xxxxxxx LLP (JLTIII)
Suite 1500
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000

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