Participation Agreement and Lease Sample Contracts

THIRD AMENDMENT TO PARTICIPATION AGREEMENT AND LEASE
Participation Agreement and Lease • January 16th, 2002 • Adc Telecommunications Inc • Telephone & telegraph apparatus

THIS THIRD AMENDMENT TO PARTICIPATION AGREEMENT AND LEASE, dated as of October 31, 2001 (this " Amendment "), amends (i) the Participation Agreement, dated as of October 22, 1999, by and among ADC Telecommunications, Inc., a Minnesota corporation (" ADC " or " Lessee "), as Lessee; Lease Plan North America, Inc., not in its individual capacity, except as expressly stated therein, but solely as Agent Lessor for the Participants (the " Agent Lessor "); the Persons named on Schedule I thereto, as Participants; and ABN AMRO Bank N.V., as Administrative Agent, as amended by (A) the First Amendment to Participation Agreement, dated as of January 29, 2001 (the " First Amendment ") and (B) the Second Amendment to Participation Agreement, dated as of August 24, 2001 (the " Second Amendment ") (as so amended by the First Amendment and the Second Amendment, the " Participation Agreement ") and (ii) the Lease, dated as of October 22, 1999 between ADC, as Lessee and Mortgagor, and the Agent Lessor,

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RECITALS:
Participation Agreement and Lease • November 14th, 2002 • Veritas Software Corp /De/ • Services-prepackaged software • New York
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