FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT

         THIS FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of December 21, 2001 (this "Amendment" ), is by and among ADC Receivables Corp. I, a Minnesota corporation ( "Seller" ), ADC Telecommunications, Inc., a Minnesota corporation ( "Servicer" ), Blue Ridge Asset Funding Corporation, a Delaware corporation ( "Blue Ridge" ), and Wachovia Bank, N.A., as agent for Blue Ridge and its assigns under the Transaction Documents and under the Liquidity Agreement (the "Agent" ), and pertains to the Receivables Purchase Agreement dated as of December 12, 2001 amongst the parties hereto (as heretofore and hereby amended, the "Purchase Agreement" ). Unless otherwise defined in this Amendment capitalized terms used herein shall have the meanings assigned to such terms in the Purchase Agreement.


PRELIMINARY STATEMENTS

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


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S&P Rating

  Moody's Rating
  Allowable % of Eligible Receivables
A-1+ P-1 10%
A-1 P-1 8%
A-2 P-2 6%
A-3 P-3 5%
Below A-3 or Not Rated by either S&P or Moody's Below P-3 or Not Rated by either S&P or Moody's 5%

Notwithstanding anything herein to the contrary, the Outstanding Balance of Eligible Receivables, as of any date of determination shall be reduced by (i) the Stock Rotation Amount and (ii) the calculated Sales Discount Reserve as of the most recent Cut-Off Date.

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        2.    Representations and Warranties.    In order to induce Blue Ridge and the Agent, on behalf of the other Purchasers, to enter into this Amendment, each of the Seller Parties hereby represents and warrants to Blue Ridge and the Agent, as follows:

        3.    Conditions Precedent.    This Amendment shall become effective as of the date first above written upon:

        4.    Miscellaneous.    

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date hereof.

  ADC RECEIVABLES CORP. I

 

 

By:

/s/  GOKUL V. HEMMADY       
  Name:Gokul V. Hemmady
   
  Title:Vice President and Treasurer
   

 

 

ADC TELECOMMUNICATIONS, INC.

 

 

By:

/s/  GOKUL V. HEMMADY       
  Name:Gokul V. Hemmady
   
  Title:Vice President and Treasurer
   

[Seller/Servicer First Amendment to RPA Signature Page]


  BLUE RIDGE ASSET FUNDING CORPORATION

 

 

By:

WACHOVIA BANK, N.A., ITS ATTORNEY IN FACT

 

 

By:

/s/  VICTORIA DUDLEY       
  Name:Victoria Dudley
  Title:Managing Director

 

 

WACHOVIA BANK, N.A., as a Liquidity Bank and as Agent

 

 

By:

/s/  KENNY KARPOWICZ       
  Name:Kenny Karpowicz
  Title:Vice President

[Blue Ridge/Wachovia First Amendment to RPA Signature Page]

Source: OneCLE Business Contracts.