Lease Agreement - 范本

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LEASE

THIS DOCUMENT SECURES FUTURE ADVANCES

Dated as of October 22, 1999

Between

ADC TELECOMMUNICATIONS, INC.,
as Lessee and Mortgagor,

and

LEASE PLAN NORTH AMERICA, INC.
not in its individual capacity
except as expressly stated herein,
but solely as Agent Lessor
for the Participants, as
Agent Lessor and Mortgagee

ADC 1999 Lease Financing

This Lease has been executed in several counterparts. To the extent, if any, that this Lease constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction), no lien on this Lease may be created through the transfer or possession of any counterpart other than the original counterpart containing the receipt therefor executed by Agent Lessor on or following the signature page hereof.

This counterpart is not the original counterpart.

TABLE OF CONTENTS

ARTICLE I DEFINITIONS
SECTION 1.1.	Definitions; Interpretation	1
ARTICLE II LEASE OF PREMISES; LEASE TERM
SECTION 2.1.	Acceptance and Lease of the Premises.	1
SECTION 2.2.	Acceptance Procedure.	2
SECTION 2.3.	Term.	2
SECTION 2.4.	Title	2
ARTICLE III PAYMENT OF RENT
SECTION 3.1.	Rent; Loan to Value Optional Prepayment	2
SECTION 3.2.	Payment of Basic Rent	3
SECTION 3.3.	Supplemental Rent	3
SECTION 3.4.	Method of Payment	4
ARTICLE IV QUIET ENJOYMENT; RIGHT TO INSPECT
SECTION 4.1.	Non-Interference	4
SECTION 4.2.	Inspection and Reports	4
ARTICLE V NET LEASE, ETC.
SECTION 5.1.	Net Lease	5
SECTION 5.2.	No Termination or Abatement	6
ARTICLE VI SUBLEASES; SPACE LEASES
ARTICLE VII LESSEE ACKNOWLEDGMENTS
SECTION 7.1.	Condition of the Premises	7
SECTION 7.2.	Risk of Loss	8
SECTION 7.3.	Certain Duties and Responsibilities of Agent Lessor	8
ARTICLE VIII POSSESSION AND USE OF THE PROPERTY, ETC.
SECTION 8.1.	Utility and Other Charges	8
SECTION 8.2.	Possession and Use of the Premises	8
SECTION 8.3.	Compliance with Requirements of Law and Insurance Requirements	9
ARTICLE IX MAINTENANCE AND REPAIR; REPORTS
SECTION 9.1.	Maintenance and Repair; Reports	9
SECTION 9.2.	Maintenance and Repair Reports	9
ARTICLE X MODIFICATIONS, ETC.
SECTION 10.1.	Improvements and Modifications	9
SECTION 10.2.	Title to Modifications	11
SECTION 10.3.	Other Property	11
ARTICLE XI COVENANTS WITH RESPECT TO LIENS; EASEMENTS
SECTION 11.1.	Covenants with Respect to Liens	12
SECTION 11.2.	Lessee's Grants and Releases of Easements; Agent Lessor's Waivers	12
ARTICLE XII PERMITTED CONTESTS
SECTION 12.1.	Permitted Contests in Respect of Applicable Laws	13
ARTICLE XIII INSURANCE
SECTION 13.1.	Required Coverages	14
SECTION 13.2.	Insurance Coverage	15
SECTION 13.3.	Delivery of Insurance Certificates	16
SECTION 13.4.	Insurance by Agent Lessor or any Participant	16
ARTICLE XIV CASUALTY AND CONDEMNATION; ENVIRONMENTAL MATTERS
SECTION 14.1.	Casualty and Condemnation	16
SECTION 14.2.	Environmental Matters	18
SECTION 14.3.	Notice of Environmental Matters	18
ARTICLE XV TERMINATION OF LEASE
SECTION 15.1.	Termination upon Certain Events	19
SECTION 15.2.	Termination Procedures	20
ARTICLE XVI EVENTS OF DEFAULT
SECTION 16.1.	Lease Events of Default	21
SECTION 16.2.	Remedies	22
SECTION 16.3.	Waiver of Certain Rights	25
SECTION 16.4.	Power of Sale and Foreclosure	25
SECTION 16.5.	Grant of Security Interest	25
SECTION 16.6.	Limitation of Recourse During the Interim Term	26
ARTICLE XVII AGENT LESSOR'S RIGHT TO CURE
SECTION 17.1.	Agent Lessor's Right to Cure Lessee's Lease Defaults	26
ARTICLE XVIII PURCHASE PROVISIONS
SECTION 18.1.	Early and End of Term Purchase Options	26
SECTION 18.2.	Acceleration of Premises Purchase	27
ARTICLE XIX END OF TERM OPTIONS
SECTION 19.1.	End of Term Options	27
SECTION 19.2.	Election of Options	28
SECTION 19.3.	Renewal Options; Extension Options	28
ARTICLE XX SALE OPTION
SECTION 20.1.	Sale Option Procedures	28
SECTION 20.2.	Certain Obligations Continue	31
ARTICLE XXI PROCEDURES RELATING TO PURCHASE OR SALES OPTION
SECTION 21.1.	Provisions Relating to Conveyance of the Premises Upon Purchase by Lessee, Sales or Certain Other Events	31
ARTICLE XXII ACCEPTANCE OF SURRENDER
SECTION 22.1.	Acceptance of Surrender	32
ARTICLE XXIII NO MERGER OF TITLE
SECTION 23.1.	No Merger of Title	33
ARTICLE XXIV INTENT OF THE PARTIES
SECTION 24.1.	Nature of Transaction	33
ARTICLE XXV MISCELLANEOUS
SECTION 25.1.	Survival; Severability; Etc.	34
SECTION 25.2.	Amendments and Modifications	35
SECTION 25.3.	No Waiver	35
SECTION 25.4.	Notices	35
SECTION 25.5.	Successors and Assigns	35
SECTION 25.6.	Headings and Table of Contents	35
SECTION 25.7.	Counterparts	35
SECTION 25.8.	GOVERNING LAW	35
SECTION 25.9.	Original Lease	36
SECTION 25.10.	Limitations on Recourse	36

EXHIBITS

EXHIBIT A		—		Legal Description of Land
EXHIBIT B		—		Form of Memorandum of Lease

LEASE

THIS DOCUMENT SECURES FUTURE ADVANCES

This Lease (this "Lease"), dated as of October 22, 1999, between LEASE PLAN NORTH AMERICA, INC., not in its individual capacity except as expressly stated herein, but solely as agent for the Participants (in such capacity, together with its successor and assigns in such capacity, the "Agent Lessor"), having its principal office at 135 South La Salle Street, Chicago, Illinois 60674, as Agent Lessor and as Mortgagee, and ADC TELECOMMUNICATIONS, INC., a Minnesota corporation, having a principal office at 12501 Whitewater Drive, Minnetonka, Minnesota 55343, as Lessee and as Mortgagor (the "Lessee").

W I T N E S S E T H:

A. Lessee has acquired record title to the parcel of land located in Eden Prairie, Minnesota, and as more particularly described on Exhibit A hereto, together with all Appurtenant Rights thereto (the "Land").

B. Subject to the terms and conditions set forth in the Operative Documents, (i) Lessee and Agent Lessor have entered into a Ground Lease pursuant to which Lessee will lease the Land to Lessor commencing on the initial Advance Date; (ii) during the Construction Period, Construction Agent, using Advances funded by the Participants, will construct the Financed Improvements on behalf of Agent Lessor; and (iii) pursuant to this Lease, Agent Lessor will sublease the Land and lease the Financed Improvements to Lessee, and Lessee will lease the Premises from Agent Lessor.

NOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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