Exhibit 10-ee

FOURTH AMENDMENT TO  PARTICIPATION AGREEMENT

THIS FOURTH AMENDMENT TO PARTICIPATION AGREEMENT, dated as of December 11, 2001 (this "Amendment"), amends
the Participation Agreement, dated as of October 22, 1999, by and among ADC Telecommunications, Inc., a Minnesota corporation ("ADC" or
"Lessee"), 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 "Agent Lessor"); the Persons named on Schedule I thereto, as Participants; and ABN AMRO Bank N.V., as
Administrative Agent, as amended by (A) the First Amendment to Participation Agreement, dated as of January 29, 2001 (the "First
Amendment"), (B) the Second Amendment to Participation Agreement, dated as of August 24, 2001 (the "Second
Amendment") and (C) the Third Amendment to the Participation Agreement and Lease, dated as of October 31, 2001 (the "Third
Amendment") (as so amended by the First Amendment, the Second Amendment and the Third 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;

WHEREAS,
the Put Event has occurred pursuant to the Transfer Agreement and the Tranche A1 Participant has sold all of its interests to the Purchasers;

WHEREAS,
the parties hereto acknowledge that the Base Term Commencement Date has occurred as of the date hereof; and

WHEREAS,
the parties hereto desire to amend the Participation Agreement as hereinafter set forth and to amend and restate the Pledge Agreement and Custodial Agreement in the form
attached hereto;

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 inSection 3, the Participation Agreement shall be amended in accordance withSections
1.1through1.20.



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SECTION
2.CONDITIONS PRECEDENT.    This Amendment shall become effective as of the date hereof upon the satisfaction of each of the following conditions precedent; provided, however, that Sections 2(d)and (g)need only be satisfactory in the reasonable
judgment of GE:



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SECTION
3.REPRESENTATIONS AND WARRANTIES.    Each of the parties hereto hereby represents and warrants that, as of the Fourth Amendment Date and the GE Assignment
Date,
(a) the execution, delivery and performance of each Fourth Amendment Document to which it is a party has been duly authorized by such party, (b) the person executing each Fourth
Amendment Document to which it is a party on its behalf has been duly authorized to act on its behalf, (c) each Fourth Amendment Document to which it is a party 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 each Fourth Amendment Document to which it is a party 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 each Fourth Amendment Document to which it is a party, Lessee hereby represents to
each of the Participants and the Agent Lessor that, as of the date hereof, (i) the representations and warranties set forth in Section 7.2 of the Participation Agreement are and shall be
and remain true and correct, (ii) Lessee is in full compliance with all of the
terms and conditions of each Operative Document and Fourth Amendment Document to which it is a party, (iii) no Default or Event of Default has occurred and is continuing or shall result after
giving effect to each Fourth Amendment Document and (iv) the Agent Lessor (for the benefit of the Secured Parties) has a valid and enforceable first priority Lien on and security interest in
the Pledged Collateral free and clear of all other Liens.

SECTION
4.MISCELLANEOUS.



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

S-3

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| |  | GENERAL ELECTRIC CAPITAL CORPORATION, as a Participant
| |  | ------------------------------------------------------
| |  | By:                                                   
| |  |                                                       
| |  | Name:                                                 
| |  |                                                       
| |  | Title:                                                
| |  |                                                       

S-4

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