Exhibit 10-mm

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:                         
| |  | Name:                       
| |  |                             
| |  | Title:                      
| |  |                             
| |  | ADC TELECOMMUNICATIONS, INC.
| |  | By:                         
| |  | Name:                       
| |  |                             
| |  | Title:                      
| |  |                             

[Seller/Servicer
First Amendment to RPA Signature Page]

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| |  | BLUE RIDGE ASSET FUNDING CORPORATION                 
| |  | -----------------------------------------------------
| |  | By:                                                  
| |  | By:                                                  
| |  | Name:                                                
| |  | Title:                                               
| |  | WACHOVIA BANK, N.A., as a Liquidity Bank and as Agent
| |  | By:                                                  
| |  | Name:                                                
| |  | Title:                                               

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

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