Exhibit 10.cc

SECOND AMENDMENT TO  PARTICIPATION AGREEMENT

THIS
SECOND AMENDMENT TO PARTICIPATION AGREEMENT, dated as of August 24, 2001 (this " Amendment"), amends the Participation Agreement, dated as of October 22, 1999, by and among ADC
Telecommunications, Inc., a Minnesota corporation, as Lessee; Lease Plan
North America, Inc., not in its individual capacity, except as expressly stated therein, but solely as Agent Lessor for the Participants; the Persons named on Schedule I thereto, as
Participants; and ABN AMRO Bank N.V., as Administrative Agent, as amended by the First Amendment to Participation Agreement, dated as of January 29, 2001 (the " First Amendment") (as so amended
by the First Amendment, the " Participation Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in Appendix 1 to the
Participation Agreement.

WHEREAS,
the parties hereto have entered into the Participation Agreement and the other Operative Documents to fund the Construction of the Financed Improvements on the Land; and

WHEREAS,
the parties hereto desire to amend the Participation Agreement as hereinafter set forth;

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

SECTION
1 AMENDMENTS. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 3, the Participation Agreement shall be amended in accordance with Sections 1.1-1.3.

SECTION
1.1 Net Worth. Section 8.17 of the Participation Agreement is hereby amended and restated in its entirety to read as follows:



SECTION
1.2 Funded Debt to EBITDA Ratio. Section 8.18 of the Participation Agreement is hereby amended and restated in its entirety to read as follows:



SECTION
1.3 Definitions. (a) Each of the following definitions appearing in Appendix 1 to the Participation Agreement is hereby amended and restated in its entirety to read as follows:



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SECTION
2 AMENDMENT FEE. Lessee agrees to pay to the Administrative Agent on the date hereof for the pro-rata benefit of the Participants an amendment fee (the "' Amendment Fee") in an amount equal to 0.25%
of the Commitments.

SECTION
3 CONDITIONS PRECEDENT. This Amendment shall become effective as of the date hereof upon the satisfaction or waiver of each of the following conditions precedent:



SECTION
4 REPRESENTATIONS AND WARRANTIES. Each of the parties hereto hereby represents and warrants that (a) the execution, delivery and performance of this Amendment has been
duly authorized by such party, (b) the person executing this Amendment on its behalf has been duly authorized to act on its behalf, (c) this Amendment constitutes its legal, valid,
binding and enforceable agreement, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles relating to or limiting the
rights of creditors generally and (d) its entry into this Amendment will not violate any agreement, law, rule or regulation by which it is bound or by which any of its assets are affected. In
order to induce the Participants and the Agent Lessor to execute and deliver this Amendment, Lessee hereby represents to each of the Participants and the Agent Lessor that, as of the date hereof, the
representations and warranties set forth in Section 7.2 of the Participation Agreement are and shall be and remain true and correct and Lessee is in full compliance with all of the terms and
conditions of each Operative Document to which it is a party and no Default or Event of Default has occurred and is continuing or shall result after giving effect to this Amendment.

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SECTION
5 MISCELLANEOUS.

SECTION
5.1 Continuing Effectiveness, etc. This Amendment shall be deemed to be an amendment to the Participation Agreement, and the Participation Agreement, as amended hereby, and each other Operative
Document, shall
remain in full force and effect and are hereby ratified, approved and confirmed in each and every respect. On and after the date hereof, all references to the "Participation Agreement" in the
Operative Documents or in any other document, instrument, certificate, agreement, opinion or writing shall be deemed to refer to the Participation Agreement as amended hereby. Except as expressly set
forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as an amendment, modification or waiver of any provision, right, power or remedy of any party hereto under
any Operative Document.

SECTION
5.2 Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION
5.3 Headings. The various headings of this Amendment are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Amendment or any provisions
hereof.

SECTION
5.4 Execution in Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together
but
one and the same agreement.

SECTION
5.5 Governing Law. THIS AMENDMENT SHALL IN ALL RESPECTS BE GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK AS TO ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES, EXCEPT TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW.This Amendment constitutes the entire understanding among the parties hereto with respect to the subject matter hereof and
supersedes any prior agreement, written or oral,
with respect thereto.

SECTION
5.6 Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

SECTION
5.7 Fees and Expenses. Lessee agrees to pay on demand all costs and expenses of or incurred by each of the other parties hereto in connection with the negotiation, preparation, execution and
delivery of this Amendment, including the fees and expenses of counsel for the Agent Lessor.

[signature
pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

| |  | ADC TELECOMMUNICATIONS, INC., as Lessee
| |  | ---------------------------------------
| |  | By:                                    
| |  |                                        
| |  | Name:                                  
| |  |                                        
| |  | Title:                                 
| |  |                                        

S-1

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| |  | LEASE PLAN NORTH AMERICA, INC., not in its individual capacity, except as expressly stated in the Participation Agreement, but solely as Agent Lessor
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                  
| |  |                                                                                                                                                      
| |  | Name:                                                                                                                                                
| |  |                                                                                                                                                      
| |  | Title:                                                                                                                                               
| |  |                                                                                                                                                      

S-2

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| |  | AMSTERDAM FUNDING CORPORATION, as a Participant
| |  | -----------------------------------------------
| |  | By:                                            
| |  |                                                
| |  | Name:                                          
| |  |                                                
| |  | Title:                                         
| |  |                                                

S-3

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| |  | ABN AMRO BANK N.V., as a Participant
| |  | ------------------------------------
| |  | By:                                 
| |  |                                     
| |  | Name:                               
| |  |                                     
| |  | Title:                              
| |  |                                     
| |  | By:                                 
| |  |                                     
| |  | Name:                               
| |  |                                     
| |  | Title:                              
| |  |                                     

S-4

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