Exhibit 10-kk

RECEIVABLES PURCHASE AGREEMENT

DATED AS OF DECEMBER 12, 2001

AMONG

ADC RECEIVABLES CORP. I, AS SELLER,

ADC TELECOMMUNICATIONS, INC., AS INITIAL SERVICER,

BLUE RIDGE ASSET FUNDING CORPORATION

AND

WACHOVIA BANK, N.A., AS AGENT

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TABLE OF CONTENTS

|                                            |              |    |                                                                                           | Page
|------------------------------------------- | ------------ | -- | ----------------------------------------------------------------------------------------- | ----
|ARTICLE I. PURCHASE ARRANGEMENTS            |              | 1 
|                                            | Section 1.1  |    | Purchase Facility                                                                         |     
|                                            | Section 1.2  |    | Incremental Purchases                                                                     |     
|                                            | Section 1.3  |    | Decreases                                                                                 |     
|                                            | Section 1.4  |    | Deemed Collections; Purchase Limit.                                                       |     
|                                            | Section 1.5  |    | Payment Requirements and Computations                                                     |     
|ARTICLE II. PAYMENTS AND COLLECTIONS        |              | 3 
|                                            | Section 2.1  |    | Payments of Recourse Obligations                                                          |     
|                                            | Section 2.2  |    | Collections Prior to the Facility Termination Date; Repayment of Certain Demand Advances. |     
|                                            | Section 2.3  |    | Repayment of Demand Advances on the Facility Termination Date; Collections                |     
|                                            | Section 2.4  |    | Payment Recission                                                                         |     
|                                            | Section 2.5  |    | Clean Up Call                                                                             |     
|ARTICLE III. COMMERCIAL PAPER FUNDING       |              | 5 
|                                            | Section 3.1  |    | CP Costs                                                                                  |     
|                                            | Section 3.2  |    | Calculation of CP Costs                                                                   |     
|                                            | Section 3.3  |    | CP Costs Payments                                                                         |     
|                                            | Section 3.4  |    | Default Rate                                                                              |     
|ARTICLE IV. LIQUIDITY FUNDINGS              |              | 5 
|                                            | Section 4.1  |    | Liquidity Fundings                                                                        |     
|                                            | Section 4.2  |    | Yield Payments                                                                            |     
|                                            | Section 4.3  |    | Selection and Continuation of Interest Periods                                            |     
|                                            | Section 4.4  |    | Liquidity Funding Yield Rates                                                             |     
|                                            | Section 4.5  |    | Suspension of the LIBO Rate                                                               |     
|                                            | Section 4.6  |    | Default Rate                                                                              |     
|ARTICLE V. REPRESENTATIONS AND WARRANTIES   |              | 7 
|                                            | Section 5.1  |    | Representations and Warranties of the Seller Parties                                      |     
|ARTICLE VI. CONDITIONS OF PURCHASES         |              | 10
|                                            | Section 6.1  |    | Conditions Precedent to Initial Incremental Purchase                                      |     
|                                            | Section 6.2  |    | Conditions Precedent to All Purchases and Reinvestments                                   |     
|ARTICLE VII. COVENANTS                      |              | 11
|                                            | Section 7.1  |    | Affirmative Covenants of the Seller Parties                                               |     
|                                            | Section 7.2  |    | Negative Covenants of the Seller Parties                                                  |     
|ARTICLE VIII. ADMINISTRATION AND COLLECTION |              | 17
|                                            | Section 8.1  |    | Designation of Servicer.                                                                  |     
|                                            | Section 8.2  |    | Duties of Servicer.                                                                       |     
|                                            | Section 8.3  |    | Collection Notices                                                                        |     
|                                            | Section 8.4  |    | Responsibilities of Seller                                                                |     
|                                            | Section 8.5  |    | Monthly Reports                                                                           |     
|                                            | Section 8.6  |    | Servicing Fee                                                                             |     
|ARTICLE IX. AMORTIZATION EVENTS             |              | 19
|                                            | Section 9.1  |    | Amortization Events                                                                       |     
|                                            | Section 9.2  |    | Remedies                                                                                  |     
|ARTICLE X. INDEMNIFICATION                  |              | 22
|                                            | Section 10.1 |    | Indemnities by the Seller Parties                                                         |     
|                                            | Section 10.2 |    | Increased Cost and Reduced Return                                                         |     

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|                                            | Section 10.3  |    | Other Costs and Expenses                        |  | 24
|------------------------------------------- | ------------- | -- | ----------------------------------------------- |  | --
|                                            | Section 10.4  |    | Control of Defense                              |  | 24
|ARTICLE XI. THE AGENT                       |               | 25
|                                            | Section 11.1  |    | Authorization and Action                        |  | 25
|ARTICLE XII. ASSIGNMENTS AND PARTICIPATIONS |               | 25
|                                            | Section 12.1  |    | Assignments and Participations by Blue Ridge    |  | 25
|                                            | Section 12.2  |    | Prohibition on Assignments by Seller Parties    |  | 25
|ARTICLE XIII. MISCELLANEOUS                 |               | 25
|                                            | Section 13.1  |    | Waivers and Amendments.                         |  | 25
|                                            | Section 13.2  |    | Notices                                         |  | 26
|                                            | Section 13.3  |    | Protection of Agent's Security Interest.        |  | 26
|                                            | Section 13.4  |    | Confidentiality.                                |  | 27
|                                            | Section 13.5  |    | Bankruptcy Petition                             |  | 27
|                                            | Section 13.6  |    | Limitation of Liability                         |  | 28
|                                            | Section 13.7  |    | CHOICE OF LAW                                   |  | 28
|                                            | Section 13.8  |    | CONSENT TO JURISDICTION                         |  | 28
|                                            | Section 13.9  |    | WAIVER OF JURY TRIAL                            |  | 28
|                                            | Section 13.10 |    | Integration; Binding Effect; Survival of Terms. |  | 28
|                                            | Section 13.11 |    | Counterparts; Severability; Section References  |  | 29
|                                            | Section 13.12 |    | Characterization.                               |  | 29

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EXHIBITS AND SCHEDULES

|Exhibit I    |  | Definitions                                                                                              
|------------ |  | ---------------------------------------------------------------------------------------------------------
|Exhibit II   |  | Form of Purchase Notice                                                                                  
|Exhibit III  |  | Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s)
|Exhibit IV   |  | Names of Collection Banks; Collection Accounts                                                           
|Exhibit V    |  | Form of Compliance Certificate                                                                           
|Exhibit VI   |  | Form of Collection Account Agreement                                                                     
|Exhibit VII  |  | Credit and Collection Policy                                                                             
|Exhibit VIII |  | Form of Monthly Report                                                                                   
|Exhibit IX   |  | Form of Performance Undertaking                                                                          
|Schedule A   |  | Closing Documents                                                                                        

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RECEIVABLES PURCHASE AGREEMENT

This Receivables Purchase Agreement,dated as of December 12, 2001 is entered into by and among:



Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

PRELIMINARY STATEMENTS



ARTICLE I.        PURCHASE ARRANGEMENTS

Section
1.1Purchase Facility.



Section
1.2Incremental Purchases.Seller shall provide the Agent with at least two (2) Business Days'
prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a "Purchase Notice"). Each Purchase Notice shall be subject to Section 6.2 hereof and,
 except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which
shall not be less

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than $1,000,000 or a larger integral multiple of $100,000) and the Purchase Date (which, in the case of any Incremental Purchase after the initial Purchase hereunder, shall only be on a Settlement
Date). Following receipt of a Purchase Notice, the Agent will determine whether Blue Ridge will fund the requested Incremental Purchase through the issuance of Commercial Paper or through a Liquidity
Funding. If Blue Ridge determines to fund an Incremental Purchase through a Liquidity Funding, Seller may cancel the Purchase Notice or, in the absence of such a cancellation, the Incremental Purchase
will be funded through a Liquidity Funding. The Agent shall notify the Seller as soon as possible of any determination by Blue Ridge to fund any Incremental Purchase through a Liquidity Funding. On
each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, Blue Ridge shall deposit to the Facility Account, in immediately available funds, no later
than 2:00 p.m. (New York time), an amount equal to the requested Purchase Price.

Section
1.3Decreases.Seller shall provide the Agent with prior written notice in conformity with the Required
Notice Period (a "Reduction Notice") of any proposed reduction of Aggregate Invested Amount. Such Reduction Notice shall designate (i) the date (the "Proposed
Reduction Date") upon which any such reduction of Aggregate Invested Amount shall occur (which date shall give effect to the applicable Required Notice Period), and (ii) the amount of
Aggregate Invested Amount to be reduced which shall be applied ratably to all Receivable Interests in accordance with the respective Invested Amounts thereof (the "Aggregate Reduction"). Only
one (1) Reduction Notice shall be outstanding at any time.

Section
1.4Deemed Collections; Purchase Limit.



then,
on such day, Seller shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or
the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount
of the Outstanding Balance of such Receivable and, effective as of the next succeeding Settlement Date shall pay to the Agent's Account the amount of any such Collection deemed to have been received
in the same manner as actual cash Collections are distributed under the terms of this Agreement.



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Section
1.5Payment Requirements and Computations.All amounts to be paid or deposited by any Seller Party
pursuant to any provision of this Agreement shall be paid or deposited in accordance with the terms hereof no later than 12:00 noon (New York time) on the day when due in immediately available funds,
and if not received before 12:00 noon (New York time) shall be deemed to be received on the next succeeding Business Day. If such amounts are payable to the Agent for the account of Blue Ridge, they
shall be paid to the Agent's Account, for the account of Blue Ridge until otherwise notified by the Agent. Upon notice to Seller, the Agent may debit the Facility Account for all amounts due and
payable hereunder. All computations of CP Costs, Yield, per annumfees calculated as part of any CP Costs, per annumfees hereunder and per annumfees under the Fee Letter shall be made on the basis of a year of 360 days for the actual number of days elapsed. If any amount hereunder shall be payable on a day
which is not a Business Day, such amount shall be payable on the next succeeding Business Day.

ARTICLE II.        PAYMENTS AND COLLECTIONS

Section
2.1Payments of Recourse Obligations.Seller hereby promises to pay the following (collectively, the "Recourse Obligations"):



Section
2.2Collections Prior to the Facility Termination Date; Repayment of Certain Demand Advances.



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Section
2.3Repayment of Demand Advances on the Facility Termination Date; Collections.



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Section
2.4Payment Recission.No payment of any of the Aggregate Unpaids shall be considered paid or applied
hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for any
reason. Seller shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to the Agent (for application to the Person or Persons who
suffered such recission, return or refund) the full amount thereof, plus interest thereon at the Default Rate from the date of any such recission, return or refunding.

Section
2.5Clean Up Call.In addition to Seller's rights pursuant to Section 1.3, Seller shall have the
right (after providing written notice to the Agent in accordance with the Required Notice Period), at any time following the reduction of the Aggregate Invested Amount to a level that is less than
10.0% of the original Purchase Limit, to repurchase all, but not less than all, of the then outstanding Receivable Interests. The purchase price in respect thereof shall be an amount equal to the
Aggregate Unpaids through the date of such repurchase, payable in immediately available funds to the Agent's Account. Such repurchase shall be without representation, warranty or recourse of any kind
by, on the part of, or against Blue Ridge or the Agent.

ARTICLE III.        COMMERCIAL PAPER FUNDING

Section
3.1CP Costs.Seller shall pay CP Costs with respect to the Invested Amount of all Receivable Interests
funded through the issuance of Commercial Paper. Each Receivable Interest that is funded substantially with Pooled Commercial Paper will accrue CP Costs each day on a pro rata basis, based upon the
percentage share that the Invested Amount in respect of such Receivable Interest represents in relation to all assets held by Blue Ridge and funded substantially with related Pooled Commercial Paper.

Section
3.2Calculation of CP Costs.Not later than the 3rd Business Day immediately preceding
each Monthly Reporting Date, Blue Ridge shall calculate the aggregate amount of CP Costs applicable to its Receivable Interests for the Calculation Period then most recently ended and shall notify
Seller of such aggregate amount.

Section
3.3CP Costs Payments.On each Settlement Date, Seller shall pay to the Agent (for the benefit of Blue
Ridge) an aggregate amount equal to all accrued and unpaid CP Costs in respect of the Invested Amount of all Receivable Interests funded with Commercial Paper for the Calculation Period then most
recently ended in accordance with Article II.

Section
3.4Default Rate.From and after the occurrence of an Amortization Event, all Receivable Interests shall
accrue Yield at the Default Rate.

ARTICLE IV.        LIQUIDITY FUNDINGS

Section
4.1Liquidity Fundings.Prior to the occurrence of an Amortization Event, the outstanding Invested
Amount of each Receivable Interest funded with a Liquidity Funding shall accrue Yield for each day during its Interest Period at either the LIBO Rate or the Alternate Base Rate in accordance
with the terms and conditions hereof. Until Seller gives the required notice to the Agent of another Yield Rate in accordance with Section 4.4, the initial Yield Rate for any Receivable
Interest funded with a Liquidity Funding shall be the Alternate Base Rate (unless the Default Rate is then applicable). If any undivided interest in a Receivable Interest initially funded with
Commercial Paper is sold to the Liquidity Banks pursuant to this Agreement and the Liquidity Agreement, such undivided interest in such Receivable Interest shall be deemed to have a Interest Period
commencing on the date of such sale.

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Section
4.2Yield Payments.On the Settlement Date for each Receivable Interest that is funded with a Liquidity
Funding, Seller shall pay to the Agent (for the benefit of the Liquidity Banks) an aggregate amount equal to the accrued and unpaid Yield thereon for the entire Interest Period of each such Liquidity
Funding ending on such Settlement Date in accordance with Article II.

Section
4.3Selection and Continuation of Interest Periods.



Section
4.4Liquidity Funding Yield Rates.Seller may select the LIBO Rate (subject to Section 4.5 below)
or the Alternate Base Rate for each Liquidity Funding. Seller shall by 12:00 noon (New York time): (i) at least three (3) Business Days prior to the expiration of any Terminating Tranche
with respect to which the LIBO Rate is being requested as a new Yield Rate and (ii) at least one (1) Business Day prior to the expiration of any Terminating Tranche with respect to which
the Alternate Base Rate is being requested as a new Yield Rate, give the Agent irrevocable notice of the new Yield Rate for the Liquidity Funding associated with such Terminating Tranche. Until Seller
gives notice to the Agent of another Yield Rate, the initial Yield Rate for any Receivable Interest assigned or participated to the
Liquidity Banks pursuant to the Liquidity Agreement shall be the Alternate Base Rate (unless the Default Rate is then applicable).

Section
4.5Suspension of the LIBO Rate.



Section
4.6Default Rate.From and after the occurrence of an Amortization Event, all Liquidity Fundings shall
accrue Yield at the Default Rate.

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ARTICLE V.        REPRESENTATIONS AND WARRANTIES

Section
5.1Representations and Warranties of the Seller Parties.Each Seller Party hereby represents and
warrants to the Agent and Blue Ridge, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:



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ARTICLE VI.        CONDITIONS OF PURCHASES

Section
6.1Conditions Precedent to Initial Incremental Purchase.The initial Incremental Purchase of a
Receivable Interest under this Agreement is subject to the conditions precedent that (a) the Agent shall have received on or before the date of such Purchase those documents listed on
Schedule A and (b) the Agent shall have received all fees and expenses required to be paid on such date pursuant to the terms of this Agreement and the Fee Letter; provided that the
execution of this Agreement by the parties hereto shall not be deemed a waiver of any of the conditions precedent to the initial Incremental Purchase of a Receivable Interest under this Agreement in
any way.

Section
6.2Conditions Precedent to All Purchases and Reinvestments.Each Incremental Purchase and each
Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such Purchase: (i) the Servicer shall have delivered to the Agent on or prior to the date
of such Purchase, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5 and (ii) upon the Agent's request, the Servicer shall have
delivered to the Agent at least three (3) days prior to such Purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Agent shall have received such other
approvals, opinions or documents as it may reasonably request
and (c) on each Purchase Date, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase or Reinvestment shall be deemed a representation and warranty
by Seller that such statements are then true):



It
is expressly understood that each Reinvestment shall, unless otherwise directed by the Agent or Blue Ridge, occur automatically on each day that the Servicer shall receive any Collections without
the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such
Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent, which right may be exercised at any
time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent's Account, for the benefit

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of Blue Ridge, an amount equal to the Collections prior to the Facility Termination Date that shall have been applied to the affected Reinvestment.

ARTICLE VII.        COVENANTS

Section
7.1Affirmative Covenants of the Seller Parties.Until the date on which the Aggregate Unpaids have been
indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, as set forth below:



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Section
7.2Negative Covenants of the Seller Parties.Until the date on which the Aggregate Unpaids have been
indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, that:



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ARTICLE VIII.        ADMINISTRATION AND COLLECTION

Section 8.1Designation of Servicer.



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Section 8.2Duties of Servicer.



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Section
8.3Collection Notices.The Agent is authorized at any time after the occurrence and continuation of an
Amortization Event to date and to deliver to the Collection Banks the Collection Notices. Seller hereby transfers to the Agent for the benefit of Blue Ridge, effective when the Agent delivers such
notice, the exclusive ownership and control of each Lock-Box and the Collection Accounts. In case any authorized signatory of Seller whose signature appears on a Collection Account
Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller hereby authorizes
the Agent, and agrees that the Agent shall be entitled (i) at any time after delivery of the Collection Notices, to endorse Seller's name on checks and other instruments representing
Collections, (ii) at any time after the occurrence of an Amortization Event, to enforce the Receivables, the related Contracts and the Related Security, and (iii) at any time after the
occurrence of an Amortization Event, to take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the
possession of the Agent rather than Seller.

Section
8.4Responsibilities of Seller.Anything herein to the contrary notwithstanding, the exercise by the
Agent, on behalf of Blue Ridge, of the Agent's rights hereunder shall not release the Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or
under the related Contracts. The Agent and Blue Ridge shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the
obligations of Seller or any Originator thereunder.

Section
8.5Monthly Reports.The Servicer shall prepare and forward to the Agent (i) on each Monthly
Reporting Date, a Monthly Report and an electronic file of the data contained therein and (ii) at such times as the Agent shall request, a listing by Obligor of all Receivables together with an
aging of such Receivables; provided, however,that the Agent may reasonably request that the Servicer deliver a Monthly Report more frequently than monthly.

Section
8.6Servicing Fee.As compensation for the Servicer's servicing activities on their behalf, the Servicer
shall be paid the Servicing Fee in arrears on each Settlement Date out of Collections.

ARTICLE IX.        AMORTIZATION EVENTS

Section
9.1Amortization Events.The occurrence of any one or more of the following events shall constitute an
Amortization Event:



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Section
9.2 Remedies. Upon the occurrence and during the continuation of an Amortization Event, the Agent may, or upon the direction of the Required Liquidity Banks shall, take any of the
following actions: (i) replace the Person then acting as Servicer, (ii) declare the Facility Termination Date to have occurred, whereupon Reinvestments shall immediately terminate and
the Facility Termination Date

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shall forthwith occur, all without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Seller Party; provided, however,that upon the occurrence of
an Event of Bankruptcy with respect to any Seller Party, the Facility Termination Date shall automatically occur, without demand, protest or any
notice of any kind, all of which are hereby expressly waived by each Seller Party, (iii) deliver the Collection Notices to the Collection Banks, (iv) exercise all rights and remedies of
a secured party upon default under the UCC and other applicable laws, and (v) notify Obligors of the Agent's security interest in the Receivables and other Purchased Assets. The aforementioned
rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Agent and Blue Ridge otherwise available under any other provision of this Agreement,
by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be
cumulative.

ARTICLE X.    INDEMNIFICATION

Section 10.1 Indemnities by the Seller Parties. Without limiting any other rights that the Agent or Blue Ridge may have hereunder or
under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand
to) the Agent, Blue Ridge, each of the Liquidity Banks and each of the respective assigns, officers, directors, agents and employees of the foregoing (each, an " Indemnified Party") from and
against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees (which
attorneys may be employees of the Agent or another Indemnified Party) and disbursements (all of the foregoing being collectively referred
to as " Indemnified Amounts") awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by Blue Ridge or any
of its
Liquidity Banks of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or
incurred by any of them arising out of the Servicer's activities as Servicer hereunder excluding, however,in all of the foregoing instances under the preceding clauses (A) and (B):



provided, however,that nothing contained in this sentence shall limit the liability of any Seller Party or limit the recourse of Blue Ridge to any Seller Party for amounts otherwise
specifically provided to be paid by such Seller Party under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, Seller shall indemnify the Agent and Blue
Ridge for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Seller or the
Servicer) relating to or resulting from:



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Section
10.2 Increased Cost and Reduced Return. If after the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or
regulation
(including any applicable law, rule or regulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority,
central bank or comparable agency (a "Regulatory Change"): (i) that subjects any Funding Source to any charge or withholding on or
with respect to any Funding Agreement or a Funding Source's obligations under a Funding
Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the
rate of franchise taxes or tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve,
assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a
Funding Agreement or (iii) that imposes any other condition the result of which is
to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source's capital as a consequence of its obligations
under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of
interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the Agent, for the benefit of the relevant Funding Source, such amounts charged to such Funding
Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction; provided, however, such claim for compensation is made no more than 45 days after
the occurrence of the events giving rise to such increased cost or reduction in the rate of return.

Section
10.3 Other Costs and Expenses. Seller shall pay to the Agent and Blue Ridge on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery
and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of Blue Ridge's auditors auditing
the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for Blue Ridge and the Agent (which shall not include counsel that are
employees of Blue Ridge or the Agent) with respect thereto and with respect to advising Blue Ridge and the Agent as to their respective rights and remedies under this Agreement. Seller shall pay to
the Agent on demand any and all costs and expenses of the Agent and Blue Ridge, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the
other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.

Section
10.4 Control of Defense. Unless an Indemnified Party reasonably determines that its business reputation is the essence of a claim for which it is seeking indemnification pursuant to this
Article X (each such claim, an "Excluded Claim"), the Seller, when required or reasonably expected to be required, to indemnify a
party pursuant to this Article X, may in its sole discretion assume the defense,
conduct or settlement of a claim giving rise to an Indemnified Amount (an "Other Claim") with counsel reasonably satisfied to the
Indemnified Party. After notice from Seller to the Indemnified Party of its election to assume the defense, conduct or settlement of
such Other Claim giving rise to an Indemnified Amount, the Seller shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in
connection with the defense, conduct or settlement of such Other Claim. The Indemnified Party shall cooperate with the Seller in connection

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with any Other Claim resolution, making personnel and books and records (to the extent not inconsistent with any applicable privilege) relevant to the Other Claim available to the Seller, and grant
such authorizations or powers of attorney to the agents, representative and counsel of the Seller as it
may reasonably consider desirable in connection with the defense of any such Other Claim. In the event that the Seller does not wish to assume the defense, conduct or settlement of any Other Claim
giving rise to an Indemnified Amount, the Indemnified Party shall not settle any such Other Claim for an amount in excess of $50,000 without consent of the Originator, which consent shall not be
unreasonably withheld. The Indemnified Party shall use its best efforts consistent with sound business practice to defend and mitigate any claim giving rise to an Indemnified Amount.

ARTICLE XI.    THE AGENT

Section 11.1 Authorization and Action. Blue Ridge, on behalf of itself and its assigns, hereby designates and appoints Wachovia to act
as its agent under the Liquidity Agreement, this Agreement and under each
other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of the Liquidity Agreement, this
Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto, including, without limitation, the power to perfect all security interests granted under
the Transaction Documents. The provisions of Article 6 of the Liquidity Agreement are hereby incorporated by this reference with the same force and effect as if fully set forth herein, and
shall govern the relationship between the Agent, on the one hand, and Blue Ridge, on the other.

ARTICLE XII.    ASSIGNMENTS AND PARTICIPATIONS

Section 12.1 Assignments and Participations by Blue Ridge. Each of the parties hereto, on behalf of its successors and assigns, hereby
agrees and consents to the complete or partial sale by Blue Ridge of all or any portion of its
rights under, interest in, title to and obligations under this Agreement to the Liquidity Banks pursuant to the Liquidity Agreement, regardless of whether such sale constitutes an assignment or the
sale of a participation in such rights and obligations.

Section
12.2 Prohibition on Assignments by Seller Parties. No Seller Party may assign any of its rights or obligations under this Agreement without the prior written consent of the Agent and each of Blue
Ridge and without satisfying
the Rating Agency Condition.

ARTICLE XIII.    MISCELLANEOUS

Section 13.1Waivers and Amendments.



25

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Section 13.2Notices.Except as provided in this Section 13.2, all communications and notices
provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective
addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other
parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after
the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in
this Section 13.2. Seller hereby authorizes the Agent to effect Purchases and Interest Period and Yield Rate selections based on telephonic notices made by any Person whom the Agent in good
faith believes to be acting on behalf of Seller. Seller agrees to deliver promptly to the Agent a written confirmation of each telephonic notice signed by an authorized officer of Seller; provided, however,the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs from the action taken by the Agent, the records of the Agent
shall govern absent manifest error.

Section 13.3Protection of Agent's Security Interest.



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Section 13.4Confidentiality.



Section
13.5Bankruptcy Petition.Seller, the Servicer, the Agent and each Liquidity Bank hereby covenants and
agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of Blue Ridge, it will not institute against, or join any other Person in
instituting against, Blue Ridge any bankruptcy, reorganization, arrangement, insolvency or liquidation

27

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proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section
13.6Limitation of Liability.Except with respect to any claim arising out of the willful misconduct or
gross negligence of Blue Ridge, the Agent or any Liquidity Bank, no claim may be made by any Seller Party or any other Person against Blue Ridge, the Agent or any Liquidity Bank or their respective
Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of
liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Seller Party hereby waives, releases,
and
agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section
13.7CHOICE OF LAW.THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW (EXCEPT IN THE CASE OF THE OTHER TRANSACTION
DOCUMENTS, TO THE EXTENT OTHERWISE EXPRESSLY STATED THEREIN) AND EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE OWNERSHIP INTEREST OF SELLER OR THE SECURITY INTEREST OF THE AGENT, FOR THE BENEFIT OF
THE SECURED PARTIES, IN ANY OF THE COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

Section
13.8CONSENT TO JURISDICTION.EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT, AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT
FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER
PARTY AGAINST THE AGENT OR ANY PURCHASER OR ANY AFFILIATE OF THE AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS
AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

Section
13.9WAIVER OF JURY TRIAL.EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY
SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

Section 13.10Integration; Binding Effect; Survival of Terms.



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Section
13.11Counterparts; Severability; Section References.This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and
the same Agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of a signature page to
this Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. Unless otherwise expressly indicated, all references herein to "Article," "Section," "Schedule"or "Exhibit"shall mean articles and sections of, and schedules and exhibits to, this Agreement.

Section 13.12Characterization.



<signature pages follow>

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IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers or
attorneys-in-fact as of the date
hereof.

|ADC RECEIVABLES CORP. I | 
|----------------------- | 
|By:                     | 
|Name:                   | 
|Title:                  | 

| |  | Address: |  | 13625 Technology Drive
Eden Prairie, Minnesota 55344
| |  | -------- |  | ----------------------------------------------------

|                                          |  |                                                   | 
|----------------------------------------- |  | ------------------------------------------------- | 
|ADC TELECOMMUNICATIONS, INC., AS SERVICER
|By:                                       |  | /s/ROBERT E. SWITZ                                | 
|Name:                                     |  | Robert E. Switz                                   | 
|Title:                                    |  | Senior Vice President and Chief Financial Officer | 

| |  | Address: |  | 13625 Technology Drive
Eden Prairie, Minnesota 55344
| |  | -------- |  | ----------------------------------------------------

[ADC
Signature Page to the Receivables Purchase Agreement]

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|                                              |                    | 
|--------------------------------------------- | ------------------ | 
|BLUE RIDGE ASSET FUNDING CORPORATION         
|BY: WACHOVIA BANK, N.A., ITS ATTORNEY-IN-FACT
|By:                                           | /s/KENNY KARPOWICZ | 
|Name:                                         | Kenny Karpowicz    | 
|Title:                                        | Vice President     | 

| |  | Address: |  | Wachovia Bank, N.A.
191 Peachtree Street, Mail Stop GA423
Atlanta, Georgia 30303
| |  | -------- |  | --------------------------------------------------------------------------------
| |  |          |  | Attention:                                                                      
| |  |          |  | Telephone:                                                                      
| |  |          |  | Facsimile:                                                                      
| |  |          |  | with a copy to:                                                                 
| |  |          |  | Wachovia Bank, N.A.
100 North Main Street, NC37031
Winston-Salem, NC 27150-3099 
| |  |          |  | Attention:                                                                      
| |  |          |  | Telephone:                                                                      
| |  |          |  | Facsimile:                                                                      

|                                                      |                          | 
|----------------------------------------------------- | ------------------------ | 
|WACHOVIA BANK, N.A., as a Liquidity Bank and as Agent
|By:                                                   | /s/KECIA E. PULLE        | 
|Name:                                                 | Kecia E. Pulle           | 
|Title:                                                | Assistant Vice President | 

| |  | Address: |  | Blue Ridge Asset Funding Corporation
c/o Wachovia Bank, N.A.
100 North Main Street
Winston-Salem, NC 27150
| |  | -------- |  | ----------------------------------------------------------------------------------------------------------
| |  |          |  | Attention:                                                                                                
| |  |          |  | Telephone:                                                                                                
| |  |          |  | Facsimile:                                                                                                

[Wachovia Signature Page to the Receivables Purchase Agreement]

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EXHIBIT I    DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms
of the terms
defined):

"ADC Sales"means ADC Sales, Inc., a Minnesota corporation.

"ADC Telecom"has the meaning set forth in the preamble to this Agreement.

"Adjusted Dilution Ratio"means, at any time, the rolling average of the Dilution Ratio for the 12 Calculation Periods then most
recently ended.

"Adverse Claim"means a lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person's assets or properties in favor of any other Person.

"Affiliate"means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person or any
Subsidiary of such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

"Agent"has the meaning set forth in the preamble to this Agreement.

"Agent's Account"means account #8735-098787 at Wachovia Bank, N.A., ABA #053100494.

"Aggregate Invested Amount"means, on any date of determination, the aggregate Invested Amount of all Receivable Interests
outstanding on such date.

"Aggregate Reduction"has the meaning specified in Section 1.3.

"Aggregate Unpaids"means, at any time, an amount equal to the sum of (i) the Aggregate Invested Amount, plus (ii) all Recourse Obligations (whether due or accrued) at such time.

"Agreement"means this Receivables Purchase Agreement, as it may be amended or modified and in effect from time to time.

"Alternate Base Rate"means for any day, the rate per annumequal to the higher as of such day of (i) the Prime Rate, or (ii) one-half of one
percent (0.50%) above the Federal Funds Rate. For purposes of
determining the Alternate Base Rate for any day, changes in the Prime Rate or the Federal Funds Rate shall be effective on the date of each such change.

"Amortization Date"means the earliest to occur of (i) the day on which any of the conditions precedent set forth in
Section 6.2 are not satisfied, (ii) the Business Day
immediately prior to the occurrence of an Event of Bankruptcy with respect to any Seller Party, (iii) the Business Day specified in a written notice from the Agent following the occurrence of
any other Amortization Event, and (iv) the date which is [10 ]Business Days after the Agent's receipt of written notice from Seller that it
wishes to terminate the facility evidenced by this Agreement.

"Amortization Event"has the meaning specified in Article IX.

"Approved Originator"means (a) ADC Sales and (b) any direct or indirect wholly-owned Subsidiary of ADC Telecom that hereafter enters into a Receivables Sale Agreement with the
consent of the Agent and whose
performance as seller thereunder is unconditionally guaranteed by ADC Telecom pursuant to the Performance Undertaking.

"Authorized Officer"means, with respect to any Person, its president, corporate controller, treasurer or chief financial
officer.

E-1

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"Blue Ridge"has the meaning set forth in the preamble to this Agreement.

"Blue Ridge's Portion"means, on any date of determination, the sum of the percentages represented by the Receivable Interests.

"Broken Funding Costs"means for any Receivable Interest which: (i) has its Invested Amount reduced without compliance by Seller with the notice requirements hereunder or (ii) does not
become subject to an Aggregate Reduction following the delivery of any Reduction Notice or (iii) is assigned by Blue Ridge to the Liquidity Banks under the Liquidity Agreement or terminated
prior to the date on which it was originally scheduled to end; an amount equal to the excess, if any, of (A) the CP Costs or Yield (as applicable) that would have accrued during the remainder
of the Interest Periods or the tranche periods for Commercial Paper determined by the Agent to relate to such Receivable Interest (as applicable) subsequent to the date of such reduction, assignment
or termination (or in respect of clause (ii) above, the date such Aggregate Reduction was designated to occur pursuant to the Reduction Notice) of the Invested Amount of such Receivable
Interest if such reduction, assignment or termination had not occurred or such Reduction Notice had not been delivered, over (B) the sum of (x) to the extent all or a portion of such
Invested Amount is allocated to another Receivable Interest, the amount of CP Costs or Yield actually accrued during the remainder of such period on such Invested Amount for the new Receivable
Interest, and (y) to the extent such Invested Amount is not allocated to another Receivable Interest, the income, if any, actually received during the remainder of such period by the holder of
such Receivable Interest from investing the portion of such Invested Amount not so allocated. All Broken Funding Costs shall be due and payable hereunder upon demand.

"Business Day"means any day on which banks are not authorized or required to close in New York, New York,
Minneapolis, Minnesota, Chicago, Illinois or Atlanta, Georgia, and The Depository Trust Company of New York is open for business, and, if the applicable Business Day relates to any computation or
payment to be made with respect to the LIBO Rate, any day on which dealings in dollar deposits are carried on in the London interbank market.

"Calculation Period"means a calendar month.

"Change of Control"means (a) the acquisition by any Person, or two or more Persons acting in concert, of beneficial
ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934) of 25% or more of the outstanding shares of voting stock of ADC Telecom, or (b) ADC Telecom, together with its
Affiliates ceases to own 100% of the outstanding shares of voting stock of any other Approved Originator or Seller.

"Collection Account"means each concentration account, depositary account, lock-box account or similar account in which any
Collections are collected or deposited and which is listed
on Exhibit IV.

"Collection Account Agreement"means an agreement substantially in the form of Exhibit VI among an Originator, Seller, the Agent and a Collection Bank.

"Collection Bank"means, at any time, any of the banks holding one or more Collection Accounts.

"Collection Notice"means a notice, in substantially the form of Annex A to Exhibit VI, from the Agent to a Collection Bank.

"Collections"means, with respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without limitation, all Finance Charges or other
related amounts accruing in respect thereof and all cash proceeds of Related Security with respect to such Receivable.

"Commercial Paper"means promissory notes of Blue Ridge issued by Blue Ridge in the commercial paper market.

"Contingent Obligation"of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees,
endorses, contingently agrees to purchase or provide funds for the
payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of
any other Person, or otherwise assures any creditor of such other Person against loss, including, without

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limitation, any comfort letter, operating agreement, take-or-pay contract or application for a letter of credit.

"Contract"means, with respect to any Receivable, any and all instruments, agreements, invoices or other writings pursuant to which such Receivable arises or which evidences such
Receivable.

"CP Costs"means, for each day, the sum of (i) discount or interest accrued on Pooled Commercial Paper on such day, plus
(ii) any and all accrued commissions in respect of
placement agents and Commercial Paper dealers, and issuing and paying agent fees incurred, in respect of such Pooled Commercial Paper for such day, plus (iii) other costs associated with
funding small or odd-lot amounts with respect to all receivable purchase or financing facilities which are funded by Pooled Commercial Paper for such day, minus (iv) any accrual of
income net of expenses received on such day from investment of collections received under all receivable purchase or financing facilities funded substantially with Pooled Commercial Paper, minus
(v) any payment received on such day net of expenses in respect of Broken Funding Costs related to the prepayment of any investment of Blue Ridge pursuant to the terms of any receivable
purchase or financing facilities funded substantially with Pooled Commercial Paper. In addition to the foregoing costs, if Seller shall request any Purchase during any period of time determined by the
Agent in its sole discretion to result in incrementally higher CP Costs applicable to such Purchase, the principal associated with any such Purchase shall, during such period, be deemed to be funded
by Blue Ridge in a special pool (which may include capital associated with other receivable purchase or financing facilities) for purposes of determining such additional CP Costs applicable only to
such special pool and charged each day during such period against such principal.

"Credit and Collection Policy"means Seller's credit and collection policies and practices relating to Contracts and Receivables
existing on the date hereof and summarized in Exhibit VII hereto, as
modified from time to time in accordance with this Agreement.

"Cut-Off Date"means the last day of a Calculation Period.

"Days Sales Outstanding"means, as of any day, an amount equal to the product of (x) 91, multiplied by (y) the amount obtained by dividing (i) the aggregate outstanding balance of
Receivables as of the most recent Cut-Off Date, by (ii) the aggregate amount of Receivables created during the three (3) Calculation Periods including and immediately
preceding such Cut-Off Date.

"Deemed Collections"means Collections deemed received by Seller under Section 1.4(a).

"Default Horizon Ratio"means, as of any Cut-Off Date, the ratio (expressed as a decimal) computed by dividing (i) the aggregate sales generated by the Originators during the
Calculation Periods ending on such Cut-Off Date specified in the First Amendment, by (ii) the Net Pool Balance as of such Cut-off Date.

"Default Rate"means a rate per annum equal to the sum of (i) the Alternate Base Rate plus (ii) 2.00%, changing when
and as the Alternate Base Rate changes.

"Default Ratio"means, as of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing (x) the total amount of Receivables which became Defaulted
Receivables during the Calculation Period that includes such Cut-Off Date, by (y) the aggregate sales generated by the Originators during the Calculation Period occurring months
prior to the Calculation Period ending on such Cut-Off Date specified in the First Amendment.

"Defaulted Receivable"means a Receivable: (i) as to which the Obligor thereof has suffered an Event of Bankruptcy and such Event of Bankruptcy has not been discharged; (ii) which,
consistent with the Credit and Collection Policy, would be written off Seller's books as uncollectible; or (iii) as to which any payment, or part thereof, remains unpaid for a certain amount of
days or more from the original due date for such payment specified in the First Amendment.

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"Delinquency Ratio"means, at any time, a percentage equal to (i) the aggregate Outstanding Balance of all Receivables that were Delinquent Receivables at such time divided by
(ii) the aggregate Outstanding Balance of all Receivables at such time.

"Delinquent Receivable"means a Receivable as to which any payment, or part thereof, remains unpaid for a certain amount of days
from the original due date for such payment specified in the First
Amendment.

"Demand Advance"means any advance made by Seller to ADC Telecom at any time while it is acting as the Servicer, which advance (a) is payable upon demand, (b) is not evidenced by
an instrument, chattel paper or a certificated security, (c) bears interest at a market rate determined by Seller and the Servicer from time to time, (d) is not subordinated to any other
Indebtedness or obligation of the Servicer, and (e) may not be offset by ADC Telecom against amounts due and owing from Seller to it under its Subordinated Note; provided, however,that no
Demand Advance may be made after the Facility Termination Date or on any date prior to the Facility Termination Date on which an Amortization Event or an Unmatured
Amortization Event exists and is continuing.

"Dilution"means the amount of any reduction or cancellation of the Outstanding Balance of a Receivable as described in Section 1.4(a).

"Dilution Horizon Ratio"means, as of any Cut-off Date, a ratio (expressed as a decimal), computed by dividing (i) the
aggregate sales generated by the Originators during an amount
of Calculation Periods ending on such Cut-Off Date specified in the First Amendment, by (ii) the Net Pool Balance as of such Cut-Off Date.

"Dilution Ratio"means, as of any Cut-Off Date, a ratio (expressed as a percentage), computed by dividing (i) the total amount of decreases in Outstanding Balances due to
Dilutions during an amount of Calculation Periods ending on such Cut-Off Date specified in the First Amendment, by (ii) the aggregate sales generated by the Originators during the
Calculation Period prior to the Calculation Period ending on such Cut-Off Date.

"Dilution Reserve"means, for any Calculation Period, the product (expressed as a percentage) of:



"Dilution Volatility Component"means the product (expressed as a percentage) of (i) the difference between (a) the highest three (3)-month rolling average Dilution Ratio over the past 12
Calculation Periods and (b) the Adjusted Dilution Ratio, and (ii) a fraction, the numerator of which is equal to the amount calculated in (i)(a) of this definition and the denominator of
which is equal to the amount calculated in (i)(b) of this definition.

"Downgraded Liquidity Bank"means a Liquidity Bank which has been the subject of a Downgrading Event.

"Downgrading Event"with respect to any Person means the lowering of the rating with regard to the short-term securities of such Person to below (i) A-1 by S&P, or
(ii) P-1 by Moody's.

"Eligible Assignee"means a commercial bank having a combined capital and surplus of at least $250,000,000 with a rating of its (or its parent holding company's) short-term securities
equal to or higher than (i) A-1 by S&P and (ii) P-1 by Moody's.

"Eligible Receivable"means, at any time, a Receivable:



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"ERISA"means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.

"ERISA Affiliate"means any trade or business (whether or not incorporated) under common control with ADC Telecom within the
meaning of Section 414(b) or (c) of the Tax Code (and
Sections 414(m) and (o) of the Tax Code for purposes of provisions relating to Section 412 of the Tax Code).

"Event of Bankruptcy"shall be deemed to have occurred with respect to a Person if either:



"Facility Account"means Seller's account no.                        at
Wachovia.

"Facility Termination Date"means the earliest of (i) December 12, 2004, (ii) the Liquidity Termination Date and (iii) the Amortization Date.

"Federal Bankruptcy Code"means Title 11 of the United States Code entitled "Bankruptcy," as amended and any successor statute thereto.

"Federal Funds Effective Rate"means, for any period, a fluctuating interest rate per annumfor each day during such period equal to (i) the weighted average of the rates on overnight federal funds

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transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the
Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government Securities; or (ii) if such rate is not so published for any day which is a Business Day, the average of
the quotations at approximately 11:30 a.m. (New York time) for such day on such transactions received by the Agent from three federal funds brokers of recognized standing selected by it.

"Fee Letter"means that certain letter agreement dated as of December 12, 2001 among Seller, ADC Telecom and the Agent, as it may be amended, restated or otherwise modified and in
effect from time to time.

"Final Payout Date"means the date on which all Aggregate Unpaids have been paid in full and the Purchase Limit has been reduced
to zero.

"Finance Charges"means, with respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract.

"First Amendment"means that certain First Amendment to Receivables Purchase Agreement to be entered into by the parties hereto in form and substance satisfactory to each of the parties hereto.

"Funding Agreement"means (i) this Agreement, (ii) the Liquidity Agreement and (iii) any other agreement or
instrument executed by any Funding Source with or for the benefit
of Blue Ridge.

"Funding Source"means (i) any Liquidity Bank or (ii) any insurance company, bank or other funding entity providing liquidity, credit enhancement or back-up purchase
support or facilities to Blue Ridge.

"GAAP"means generally accepted accounting principles in effect in the United States of America as of the date of this Agreement.

"Incremental Purchase"means a purchase of one or more Receivable Interests which increases the total outstanding Aggregate Invested Amount hereunder.

"Indebtedness"of a Person means such Person's (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property or services (other than
accounts payable arising in the ordinary course of such Person's business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by liens or payable out of
the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments,
(v) capitalized lease obligations, (vi) net liabilities under interest rate swap, exchange or cap agreements, (vii) Contingent Obligations and (viii) liabilities in respect
of unfunded vested benefits under plans covered by Title IV of ERISA.

"Indemnified Amounts"has the meaning specified in Section 10.1.

"Indemnified Party"has the meaning specified in Section 10.1.

"Independent Director"means an individual who is not, and during the immediately preceding five year period, has not been: (i) employed by ADC Telecom or any of its Subsidiaries or
Affiliates as a director, officer or employee immediately prior to such individual's appointment as an Independent Director (provided that such individual may also serve as a director of other
Subsidiaries of ADC Telecom each of which is a special purpose entity having articles of incorporation substantially similar to Seller's Articles of Incorporation); (ii) a significant advisor
or consultant to ADC Telecom or any of its Subsidiaries and Affiliates (and is not affiliated with a company or a firm that is); (iii) affiliated with a significant customer or supplier of ADC
Telecom or any of its Subsidiaries or Affiliates; (iv) affiliated with a
company of which ADC Telecom or any of its Subsidiaries and Affiliates is a significant customer or supplier; (v) party to any significant personal services contract(s) with ADC Telecom or any
of its Subsidiaries or Affiliates; (vi) affiliated with a tax-exempt entity that receives significant contributions from ADC Telecom or any of its Subsidiaries or Affiliates;
(vii) is not the beneficial owner at the time of such individual's appointment as an Independent Director, or at any time thereafter while serving as an Independent Director, of such number of
shares of any classes of

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common stock of ADC Telecom (or any of its Subsidiaries of Affiliates) the value of which constitutes more than 0.1% of the outstanding common stock of ADC Telecom (or any such Subsidiary or
Affiliate); and (viii) a spouse, parent, sibling or child of any Person described by (i) through (vii).

"Interest Period"means, with respect to any Receivable Interest funded through a Liquidity Funding:



If
any Interest Period would end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however,that in the case of Interest Periods
corresponding to the LIBO Rate, if such next succeeding Business Day falls in a new month, such Interest Period shall end on the
immediately preceding Business Day. In the case of any Interest Period which commences before the Facility Termination Date and would otherwise end on a date occurring after the Facility Termination
Date, such Interest Period shall end on the Facility Termination Date. The duration of each Interest Period which commences after the Facility Termination Date shall be of such duration as selected by
the Agent.

"Invested Amount"of any Receivable Interest means, at any time, (A) the Purchase Price of such Receivable Interest, minus (B) the sum of the aggregate amount of Collections and
other payments received by the Agent which in each case are applied to reduce such Invested Amount in accordance with the terms and
conditions of this Agreement; provided thatsuch Invested Amount shall be restored (in accordance with Section 2.5) in the amount of any Collections or other payments so received and
applied if at any time the
distribution of such Collections or payments are rescinded, returned or refunded for any reason.

"LIBO Rate"means, for any Interest Period, the rate per annum determined on the basis of the offered rate for deposits in U.S. dollars of amounts equal or comparable to the Invested
Amount offered for a term comparable to such Interest Period, which rates appear on a Bloomberg L.P. terminal, displayed under the address "US0001M <Index> Q <Go>"effective as of
11:00 A.M., London time, two Business Days prior to the first day of such Interest Period,providedthat if no such offered rates appear on such page, the LIBO Rate for such Interest Period will be the arithmetic average (rounded upwards, if necessary, to the next higher
1/100th of 1%) of rates quoted by not less than two major banks in New York, New York, selected by the Agent, at approximately 10:00 a.m.(New York time), two Business Days prior to the first
day of such Interest Period, for deposits in U.S. dollars offered by leading European banks for a period comparable to such Interest Period in an amount comparable to the Invested Amount, divided by
(b) one minus the maximum aggregate reserve requirement (including all basic, supplemental, marginal or other reserves) which is imposed against the Agent in respect of Eurocurrency
liabilities, as defined in Regulation D of the Board of Governors of the Federal Reserve System as in effect from time to time (expressed as a decimal), applicable to such Interest Period plus
(ii) 0.95% per annum. The LIBO Rate shall be rounded, if necessary, to the next higher 1/16 of 1%.

"Liquidity Agreement"means that certain Liquidity Asset Purchase Agreement dated as of December 12, 2001, by and among Blue Ridge, the Agent and the banks from time to time party thereto,
as the same may be amended, restated and/or otherwise modified from time to time in accordance with the terms thereof.

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"Liquidity Bank"means each bank from time to time party to the Liquidity Agreement (other than the Agent acting in its capacity as the Agent
thereunder).

"Liquidity Commitment"means, as to each Liquidity Bank, its commitment under the Liquidity Agreement. The Liquidity Commitments, in the aggregate, shall equal 102% of the Purchase Limit hereunder.

"Liquidity Funding"means a purchase by any Liquidity Bank pursuant to its Liquidity Commitment of all or any portion of, or any
undivided interest in, a Receivable Interest.

"Liquidity Termination Date"means the earlier to occur of the following:



"Lock-Box"means each locked postal box with respect to which a bank who has executed a Collection Account Agreement has been granted exclusive access for the purpose of retrieving and
processing payments made on the Receivables and which is listed on Exhibit IV.

"Loss Reserve"means, for any Calculation Period, the product (expressed as a percentage) of (a) a number specified in the First Amendment, times (b) the highest three-month
rolling average Default Ratio during the 12 Calculation Periods ending on the immediately preceding Cut-Off Date, times (c) the Default Horizon Ratio as of the immediately preceding
Cut-Off Date.

"Material Adverse Effect"means a material adverse effect on (i) the financial condition or operations of any Seller Party
and its Subsidiaries, (ii) the ability of any Seller Party to
perform its obligations under this Agreement or the Performance Guarantor to perform its obligations under the Performance Undertaking, (iii) the legality, validity or enforceability of this
Agreement or any other Transaction Document, (iv) the Agent's security interest, for the benefit of the Secured Parties, in the Receivables generally or in any significant portion of the
Receivables, the Related Security or the Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.

"Material Originator"means an Originator that originates more than 20% of the Receivables.

"Material Subsidiary"means a Subsidiary whose total assets or total income represents more than 5% of the consolidated assets or consolidated income of any Seller Party and its respective
Subsidiaries.

"Monthly Report"means a report, in substantially the form of Exhibit VIII hereto (appropriately completed), furnished by
the Servicer to the Agent pursuant to Section 8.5.

"Monthly Reporting Date"means the 15th day of each month after the date of this Agreement (or if any such day is not a Business Day, the next succeeding Business Day thereafter) or such other days of
any month as Agent may request in connection with Section 8.5 hereof.

"Moody's"means Moody's Investors Service, Inc.

"Net Pool Balance"means, at any time, the aggregate Outstanding Balance of all Eligible Receivables at such time reduced by the
aggregate amount by which the Outstanding Balance of all Eligible
Receivables of each Obligor and its Affiliates exceeds the Obligor Concentration Limit for such Obligor.

"Obligor"means a Person obligated to make payments pursuant to a Contract.

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"Obligor Concentration Limit"means, at any time, in relation to the aggregate Outstanding Balance of Receivables owed by any single Obligor and its Affiliates (if any), the applicable concentration
limit
shall be determined as follows for Obligors who have short term unsecured debt ratings currently assigned to them by S&P and Moody's (or in the absence thereof, the equivalent long term unsecured
senior debt ratings), the applicable concentration limit shall be determined according to the following table:

S&P Rating

Moody's Rating

Allowable % of
Eligible ReceivablesA-1+

P-1

10%A-1

P-1

8%A-2

P-2

6%A-3

P-3

3%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

2%


; provided, however,that (a) if any Obligor has a split rating, the applicable rating will be the lower of the two, (b) if any Obligor is not rated by either S&P or Moody's, the
applicable Obligor Concentration Limit shall be the one set forth in the last line of the table above, and (c) subject to satisfaction of the Rating Agency Condition and/or an increase in the
percentage set forth in clause (a)(i) of the definition of "Required Reserve,"upon Seller's request from time to time, the Agent may agree to a higher percentage of Eligible
Receivables for a particular Obligor and its Affiliates (each such higher
percentage, a "Special Concentration Limit"), it being understood that any Special Concentration Limit may be cancelled by the Agent upon not less than five (5) Business Days' written
notice to the Seller
Parties.

"Originator"means ADC Sales and each of its direct or indirect wholly-owned Subsidiaries that thereafter enters into a Receivables Sale Agreement.

"Outstanding Balance"of any Receivable at any time means the then outstanding principal balance thereof.

"Participant"has the meaning set forth in Section 12.2.

"PBGC"means the Pension Benefit Guaranty Corporation, or any successor thereto.

"Pension Plan"means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which Performance Guarantor sponsors or maintains, or to which it makes, is
making, or is obligated to make contributions, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately
preceding five plan years.

"Performance Guarantor"means ADC Telecom.

"Performance Undertaking"means that certain Performance Undertaking, dated as of December 12, 2001 by Performance Guarantor in favor of Seller, substantially in the form of Exhibit IX,
as the same may be amended, restated or otherwise modified from time to time.

"Person"means an individual, partnership, corporation (including a business trust), limited liability company, joint stock
company, trust, unincorporated association, joint venture or
other entity, or a government or any political subdivision or agency thereof.

"Plan"means an employee benefit plan (as defined in Section 3(3) of ERISA) which Performance Guarantor or any of its ERISA Affiliates sponsors or maintains or to which
Performance Guarantor or any of its ERISA Affiliates makes, is making, or is obligated to make contributions and includes any Pension Plan, other than a Plan maintained outside the United States
primarily for the benefit of Persons who are not U.S. residents.

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"Pooled Commercial Paper"means Commercial Paper notes of Blue Ridge subject to any particular pooling arrangement by Blue Ridge, but excluding Commercial Paper issued by Blue Ridge for a tenor and in
an amount specifically requested by any Person in connection with any agreement effected by Blue Ridge.

"Prime Rate"means a rate per annumequal to the prime rate of interest
announced from time to time by Wachovia (which is not necessarily the lowest rate charged to any customer), changing when and as said prime
rate changes.

"Proposed Reduction Date"has the meaning set forth in Section 1.3.

"Purchase"means an Incremental Purchase or a Reinvestment.

"Purchase Date"means each Business Day on which a Purchase is made hereunder.

"Purchase Limit"means $160,000,000 or such other amount specified in the First Amendment.

"Purchase Notice"has the meaning set forth in Section 1.2.

"Purchase Price"means, with respect to any Incremental Purchase of a Receivable Interest, the amount paid to Seller
for such Receivable Interest which shall not exceed the least of (i) the amount requested by Seller in the applicable Purchase Notice, (ii) the unused portion of the Purchase Limit on
the applicable purchase date and (iii) the excess, if any, of the Net Pool Balance (less the Required Reserve) on the applicable purchase date over the aggregate outstanding amount of Aggregate
Invested Amount determined as of the date of the most recent Monthly Report, taking into account such proposed Incremental Purchase.

"Purchased Assets"means all of Seller's right, title and interest, whether now owned and existing or hereafter arising in and to
all of the Receivables, the Related Security, the Collections
and all proceeds of the foregoing.

"Rating Agency Condition"means that Blue Ridge has received written notice from S&P and Moody's that an amendment, a change or a waiver will not result in a withdrawal or downgrade of the then
current
ratings on Blue Ridge's Commercial Paper.

"Receivable"means all indebtedness and other obligations owed to Seller or any Originator (at the time it arises, and before
giving effect to any transfer or conveyance under a
Receivables Sale Agreement) by any Obligor organized under the laws of the United States of America or any of its political subdivisions or domiciled in the United States of America or in which Seller
or an Originator has a security interest or other interest, including, without limitation, any indebtedness, obligation or interest constituting an account, chattel paper, instrument or general
intangible, arising in connection with the sale of goods or the rendering of services by an Originator and further includes, without limitation, the obligation to pay any Finance Charges with respect
thereto. Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual
invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction; provided further, that any
indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a Receivable regardless of whether the account debtor or Seller treats such indebtedness, rights or
obligations as a separate payment obligation.

"Receivable Interest"means, at any time, an undivided percentage ownership interest (computed as set forth below) associated with a designated amount of Invested Amount, selected pursuant to the
terms and conditions hereof in (i) each Receivable arising prior to the time of the most recent computation or recomputation of such undivided interest, (ii) all Related Security with
respect to each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such Receivable. Each such undivided percentage interest shall equal:

| |  | IA + RRNPB |  | 
| |  | ---------- |  | 

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Such
undivided percentage ownership interest shall be initially computed on its date of purchase. Thereafter, until the Facility Termination Date, each Receivable Interest shall be automatically
recomputed (or deemed to be recomputed) on each day prior to the Facility Termination Date. The variable percentage represented by any Receivable Interest as computed (or deemed recomputed) as of the
close of the business day immediately preceding the Facility Termination Date shall remain constant at all times thereafter.

"Receivables Sale Agreement"means any Receivables Sale Agreement entered into on or after the date hereof between an Originator,
ADC Telecom as Originator Agent and Seller, as the same may be amended,
restated or otherwise modified from time to time.

"Records"means, with respect to any Receivable, all Contracts and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks,
punch cards, data
processing software and related property and rights) relating to such Receivable, any Related Security therefor and the related Obligor.

"Recourse Obligations"has the meaning set forth in Section 2.1.

"Reduction Notice"has the meaning set forth in Section 1.3.

"Regulatory Change"has the meaning set forth in Section 10.2(a).

"Reinvestment"has the meaning set forth in Section 2.2.

"Related Security"means, with respect to any Receivable:



"Required Liquidity Banks"means, at any time, Liquidity Banks with Liquidity Commitments in excess of 50% of the aggregate amount of all Liquidity Commitments.

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"Required Notice Period"means the number of days required notice set forth below applicable to the Aggregate Reduction indicated
below:

Aggregate Reduction

Required Notice Periodless than 25% of the Purchase Limit

2 Business Daysgreater than 25% of the Purchase Limit

5 Business Days


"Required Reserve"means, on any day during a Calculation Period, the product of (a) the greater of (i) the Required Reserve Factor Floor and (ii) the sum of the Loss
Reserve, the Yield Reserve, the Dilution Reserve and the Servicing Reserve, times (b) the Net Pool Balance as of the Cut-Off Date immediately preceding such Calculation Period.

"Required Reserve Factor Floor"means, for any Calculation Period, the sum (expressed as a percentage) of (a) a percentage specified in the First Amendment plus (b) the product of the
Adjusted
Dilution Ratio and the Dilution Horizon Ratio, in each case, as of the immediately preceding Cut-Off Date.

"Restricted Junior Payment"means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock of Seller now or hereafter outstanding, except
a dividend payable solely in shares of that class of stock or in any junior class of stock of Seller, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of capital stock of Seller now or hereafter outstanding, (iii) any payment or prepayment of principal of, premium, if any,
or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to the
Subordinated Loans (as defined in the Receivables Sale Agreements), (iv) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants,
options or other rights to acquire shares of any class of capital stock of Seller now or hereafter outstanding, and (v) any payment of management fees by Seller (except for reasonable
management fees to any Originator or its Affiliates in reimbursement of actual management services performed).

"S&P"means Standard and Poor's Ratings Services, a division of The McGraw Hill Companies, Inc.

"Secured Parties"means the Indemnified Parties.

"Seller"has the meaning set forth in the preamble to this Agreement.

"Seller Parties"means, collectively, (a) Seller, and (b) ADC Telecom, at any time it is acting as Servicer or Performance Guarantor.

"Servicer"means at any time the Person (which may be the Agent) then authorized pursuant to Article VIII to service,
administer and collect Receivables.

"Servicing Fee"means, for each day in a Calculation Period:



"Servicing Fee Rate"means 1.0% per annum.

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"Servicing Reserve"means, for any Calculation Period, the product (expressed as a percentage) of (a) the Servicing Fee Rate, times(b) a fraction, the numerator of which is the highest Days Sales Outstanding for the most recent 12 Calculation Periods and the denominator of which is 360.

"Settlement Date"means (A) the specific Business Day after each Monthly Reporting Date specified in the First Amendment, and (B) the last day of the relevant Interest Period in
respect of each Receivable Interests funded through a Liquidity Funding.

"Settlement Period"means (A) in respect of each Receivable Interest funded through the issuance of Commercial Paper,
the immediately preceding Calculation Period, and (B) in respect of each Receivable Interest funded through a Liquidity Funding, the entire Interest Period of such Liquidity Funding.

"Subsidiary"of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled,
directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, limited liability
company, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

"Tax Code"means the Internal Revenue Code of 1986, as the same may be amended from time to time.

"Terminating Tranche"has the meaning set forth in Section 4.3(b).

"Transaction Documents"means, collectively, this Agreement, each Purchase Notice, each Receivables Sale Agreement, each
Collection Account Agreement, the Performance Undertaking, the Fee Letter,
each Subordinated Note (as defined in the Receivables Sale Agreements) and all other instruments, documents and agreements executed and delivered in connection herewith.

"UCC"means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.

"Unmatured Amortization Event"means an event which, with the passage of time or the giving of notice, or both, would constitute
an Amortization Event.

"Wachovia"means Wachovia Bank, N.A. in its individual capacity and its successors.

"Yield"means for each Interest Period relating to a Receivable Interest funded through a Liquidity Funding, an amount equal to the product of the applicable Yield Rate for such
Receivable Interest multiplied by the Invested Amount of such Receivable Interest for each day elapsed during such Interest Period, annualized on a 360 day basis.

"Yield Rate"means, with respect to each Receivable Interest funded through a Liquidity Funding, the LIBO Rate, the Alternate Base Rate or the Default Rate, as applicable.

"Yield Reserve"means, for any Calculation Period, the product (expressed as a percentage) of (i) 1.5 times(ii) the Alternate Base Rate as
of the immediately preceding Cut-Off Date times(iii) a fraction the numerator of which is the highest Days Sales Outstanding for the most recent 12 Calculation Periods and the denominator of
which is 360.

All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and not
specifically defined herein, are used herein as defined in such Article 9.

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