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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  





 
TABLE OF CONTENTS  



	 
	 	 
	 	Page

	ARTICLE I. PURCHASE ARRANGEMENTS 	 	1 
	 	Section 1.1	 	Purchase Facility	 	1
	 	Section 1.2	 	Incremental Purchases	 	1
	 	Section 1.3	 	Decreases	 	2
	 	Section 1.4	 	Deemed Collections; Purchase Limit.	 	2
	 	Section 1.5	 	Payment Requirements and Computations	 	3
	ARTICLE II. PAYMENTS AND COLLECTIONS 	 	3 
	 	Section 2.1	 	Payments of Recourse Obligations	 	3
	 	Section 2.2	 	Collections Prior to the Facility Termination Date; Repayment of Certain Demand Advances.	 	3
	 	Section 2.3	 	Repayment of Demand Advances on the Facility Termination Date; Collections	 	4
	 	Section 2.4	 	Payment Recission	 	5
	 	Section 2.5	 	Clean Up Call	 	5
	ARTICLE III. COMMERCIAL PAPER FUNDING 	 	5 
	 	Section 3.1	 	CP Costs	 	5
	 	Section 3.2	 	Calculation of CP Costs	 	5
	 	Section 3.3	 	CP Costs Payments	 	5
	 	Section 3.4	 	Default Rate	 	5
	ARTICLE IV. LIQUIDITY FUNDINGS 	 	5 
	 	Section 4.1	 	Liquidity Fundings	 	5
	 	Section 4.2	 	Yield Payments	 	6
	 	Section 4.3	 	Selection and Continuation of Interest Periods	 	6
	 	Section 4.4	 	Liquidity Funding Yield Rates	 	6
	 	Section 4.5	 	Suspension of the LIBO Rate	 	6
	 	Section 4.6	 	Default Rate	 	6
	ARTICLE V. REPRESENTATIONS AND WARRANTIES 	 	7 
	 	Section 5.1	 	Representations and Warranties of the Seller Parties	 	7
	ARTICLE VI. CONDITIONS OF PURCHASES	 	10 
	 	Section 6.1	 	Conditions Precedent to Initial Incremental Purchase	 	10
	 	Section 6.2	 	Conditions Precedent to All Purchases and Reinvestments	 	10
	ARTICLE VII. COVENANTS 	 	11 
	 	Section 7.1	 	Affirmative Covenants of the Seller Parties	 	11
	 	Section 7.2	 	Negative Covenants of the Seller Parties	 	16
	ARTICLE VIII. ADMINISTRATION AND COLLECTION 	 	17 
	 	Section 8.1	 	Designation of Servicer.	 	17
	 	Section 8.2	 	Duties of Servicer.	 	18
	 	Section 8.3	 	Collection Notices	 	19
	 	Section 8.4	 	Responsibilities of Seller	 	19
	 	Section 8.5	 	Monthly Reports	 	19
	 	Section 8.6	 	Servicing Fee	 	19
	ARTICLE IX. AMORTIZATION EVENTS 	 	19 
	 	Section 9.1	 	Amortization Events	 	19
	 	Section 9.2	 	Remedies	 	21
	ARTICLE X. INDEMNIFICATION 	 	22 
	 	Section 10.1	 	Indemnities by the Seller Parties	 	22
	 	Section 10.2	 	Increased Cost and Reduced Return	 	24  



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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: 



        (a)  ADC
Receivables Corp. I, a Minnesota corporation (  "Seller"  ), 


        (b)  ADC
Telecommunications, Inc., a Minnesota corporation (  "ADC Telecom"  ), as initial Servicer, 


        (c)  Blue
Ridge Asset Funding Corporation, a Delaware corporation (  "Blue Ridge"  ), and 



        (d)  Wachovia
Bank, N.A., as agent for Blue Ridge and its assigns under the Transaction Documents and under the Liquidity Agreement (together with its successors and assigns
in such capacity, the  "Agent"  ). 




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


 
 

PRELIMINARY STATEMENTS  



        Seller
desires to transfer and assign Receivable Interests from time to time. 


        Blue
Ridge shall purchase Receivable Interests from Seller from time to time either by issuing its Commercial Paper or by availing itself of a Liquidity Funding to the extent available. 


        Wachovia
Bank, N.A. has been requested and is willing to act as Agent on behalf of Blue Ridge and its assigns in accordance with the terms hereof. 



 
 

ARTICLE I.    
    
    PURCHASE ARRANGEMENTS    
  


        Section
1.1    Purchase Facility.    



        (a)  Upon
the terms and subject to the conditions of this Agreement (including, without limitation, Article VI), from time to time after the execution of the First
Amendment but prior to the Facility Termination Date, Seller may request that Blue Ridge purchase from Seller undivided ownership interests in the Receivables and the associated Related Security and
Collections, and Blue Ridge shall make such Purchase;  provided that  no Purchase shall be made by Blue Ridge if, after giving effect thereto, either (i)the Aggregate Invested Amount would exceed
the Purchase Limit, or (ii) the aggregate
of the Receivable Interests would exceed 100%. It is the intent of Blue Ridge to fund the Purchases by the issuance of Commercial Paper. If for any reason Blue Ridge is unable, or determines that it
is undesirable, to issue Commercial Paper to fund or maintain its investment in the Receivable Interests, or is unable for any reason to repay such Commercial Paper upon the maturity thereof, Blue
Ridge will avail itself of a Liquidity Funding to the extent available. If Blue Ridge funds or refinances its investment in a Receivable Interest through a Liquidity Fundings, in lieu of paying CP
Costs on the Invested Amount pursuant to Article III hereof, Seller will pay Yield thereon at the Alternate Base Rate or the LIBO Rate, selected in accordance with Article IV hereof.
Nothing herein shall be deemed to constitute a commitment of Blue Ridge to issue Commercial Paper. 


        (b)  Seller
may, upon at least 5 Business Days' notice to the Agent, terminate in whole or reduce in part, the unused portion of the Purchase Limit;  provided that   each partial reduction of the Purchase
Limit shall be in an amount equal to $10,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof). 




        Section
1.2    Incremental 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 





 


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
1.3    Decreases.    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
1.4    Deemed Collections; Purchase Limit.    



        (a)  If
on any day: 



          (i)  the
Outstanding Balance of any Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or any other adjustment
by any Originator or any Affiliate thereof, or as a result of any governmental or regulatory action, or 


        (ii)  the
Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out
of the same or a related or an unrelated transaction), or 


        (iii)  the
Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate
or refund, or 


        (iv)  the
Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other
than receipt of Collections or such Receivable becoming a Defaulted Receivable), or 


        (v)  any
of the representations or warranties of Seller set forth in Section 5.1(g), (i), (j), (r), (s), (t) or (u) were not true when made with respect
to any Receivable, 





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. 



        (b)  Seller
shall ensure that the Aggregate Invested Amount at no time exceeds the Purchase Limit. If at any time the Aggregate Invested Amount exceeds the Purchase Limit,
Seller shall pay to the Agent immediately an amount to be applied to reduce the Aggregate Invested Amount (as 



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allocated by the Agent), such that after giving effect to such payment the Aggregate Invested Amount is less than or equal to the Purchase Limit. 


        (c)  Seller
shall also ensure that the Receivable Interests shall at no time exceed in the aggregate 100%. If the aggregate of the Receivable Interests exceeds 100%, Seller
shall pay to the Agent on or before the next succeeding Settlement Date (or, if such excess is discovered on a Settlement Date, on such Settlement Date) an amount to be applied to reduce the Aggregate
Invested Amount (as allocated by the Agent), such that after giving effect to such payment the aggregate of the Receivable Interests equals or is less than 100%. 




        Section
1.5    Payment 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 annum   fees calculated as part of any CP Costs,  per annum   fees hereunder and  per annum   fees 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
2.1    Payments of Recourse Obligations.    Seller hereby promises to pay the following (collectively, the  "Recourse Obligations"
): 



        (a)  all
amounts due and owing under Section 1.3 or 1.4 on the dates specified therein; 


        (b)  the
fees set forth in the Fee Letter on the dates specified therein; 


        (c)  all
accrued and unpaid Yield on the Receivable Interests accruing Yield at the Alternate Base Rate or the Default Rate on each Settlement Date applicable thereto; 


        (d)  all
accrued and unpaid Yield on the Receivable Interests accruing Yield at the LIBO Rate on the last day of each Interest Period applicable thereto; 



        (e)  all
accrued and unpaid CP Costs on the Receivable Interests funded with Commercial Paper on each Settlement Date; and 


        (f)    all
Broken Funding Costs and Indemnified Amounts upon demand. 




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



        (a)  Prior
to the Facility Termination Date, any Deemed Collections received by the Servicer and Blue Ridge's Portion of any Collections received by the Servicer shall be set
aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are
received by the Servicer prior to the Facility Termination Date, Seller hereby requests and Blue Ridge hereby agrees to make, simultaneously with such receipt, a reinvestment (each, a  "Reinvestment"  ) with Blue Ridge's Portion of the balance of each and every Collection received by the Servicer such that after giving effect to such Reinvestment, the Invested Amount of such
Receivable Interest 



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immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Invested Amount immediately prior to such receipt. 


        (b)  On
each Settlement Date prior to the Facility Termination Date, the Servicer shall remit to the Agent's Account the amounts set aside during the preceding Settlement
Period that have not been subject to a Reinvestment and (after deduction of its Servicing Fee) apply such amounts (if not previously paid in accordance with Section 2.1) to the Aggregate
Unpaids in the order specified: 


         first,   ratably to the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs (if any) that are then due and
owing, 


        
second,   ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing, 


        
third,   if required under Section 1.3 or 1.4, to the ratable reduction of Aggregate Invested Amount, 



         fourth,   for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, and 


        
fifth,   the balance, if any, to Seller or otherwise in accordance with Seller's instructions. 


        (c)  If
the Collections are insufficient to pay the Servicing Fee and the Aggregate Unpaids specified above on any Settlement Date, Seller shall make demand upon ADC Telecom
for repayment of any outstanding Demand Advances in an aggregate amount equal to the lesser of (i) the amount of such shortfall in Collections, and (ii) the aggregate outstanding
principal balance of the Demand Advances, together with all accrued and unpaid interest thereon, and ADC Telecom hereby agrees to pay such amount to the Agent's Account on such Settlement Date. 




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



        (a)  On
the Facility Termination Date, ADC Telecom hereby agrees to repay the aggregate outstanding principal balance of all Demand Advances, together with all accrued and
unpaid interest thereon, to the Agent's Account, without demand or notice of any kind, all of which are hereby expressly waived by ADC Telecom. 



        (b)  On
the Facility Termination Date and on each day thereafter, the Servicer shall set aside and hold in trust, for the Secured Parties, all Collections received on each
such day. On and after the Facility Termination Date, the Servicer shall, on each Settlement Date and on each other Business Day specified by the Agent (after deduction of any accrued and unpaid
Servicing Fee as of such date): (i) remit to the Agent's Account the amounts set aside pursuant to the preceding two sentences, and (ii) apply such amounts to reduce the Aggregate
Unpaids as follows: 


        
first,   to the reimbursement of the Agent's costs of collection and enforcement of this Agreement, 



         second,   ratably to the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs, 


        
third,   ratably to the payment of all accrued and unpaid fees under the Fee Letter, 


        
fourth,   to the ratable reduction of Aggregate Invested Amount, 


        
fifth,   for the ratable payment of all other Aggregate Unpaids, and 


         sixth,   after the Final Payout Date, to Seller. 



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        Section
2.4    Payment 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
2.5    Clean 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
3.1    CP 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
3.2    Calculation 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
3.3    CP 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
3.4    Default 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
4.1    Liquidity 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
4.2    Yield 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
4.3    Selection and Continuation of Interest Periods.    



        (a)  With
consultation from (and approval by) the Agent, Seller shall from time to time request Interest Periods for the Receivable Interests funded with Liquidity Fundings,  provided that   if at any time
any Liquidity Funding is outstanding, Seller shall always request Interest Periods such that at least one Interest Period shall end on the date specified in
clause (A) of the definition of Settlement Date. 


        (b)  Seller
or the Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a Interest Period (the  "Terminating Tranche"  ) for any Liquidity Funding,
may, effective on the last day of the Terminating Tranche: (i) divide any such Liquidity Funding into multiple Liquidity Fundings,
(ii) combine any such Liquidity Funding with one or more other Liquidity Fundings that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any
such Liquidity Funding with a new Liquidity Funding to be made by the Liquidity Banks on the day such Terminating Tranche ends. 




        Section
4.4    Liquidity 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
4.5    Suspension of the LIBO Rate.    



        (a)  If
any Liquidity Bank notifies the Agent that it has determined that funding its ratable share of the Liquidity Fundings at a LIBO Rate would violate any applicable law,
rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its
Liquidity Funding at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the
Agent shall suspend the availability of such LIBO Rate and require Seller to select the Alternate Base Rate for any Liquidity Funding accruing Yield at such LIBO Rate. 


        (b)  If
less than all of the Liquidity Banks give a notice to the Agent pursuant to Section 4.5(a), each Liquidity Bank which gave such a notice shall be obliged, at
the request of Seller, Blue Ridge or the Agent, to assign all of its rights and obligations hereunder to (i) another Liquidity Bank or (ii) another funding entity nominated by Seller or
the Agent that is an Eligible Assignee willing to participate in the Liquidity Agreement through the Liquidity Termination Date in the place of such notifying Liquidity Bank;  provided that  
(i) the notifying Liquidity Bank receives payment in full of all Aggregate Unpaids owing to it (whether due or accrued), and (ii) the replacement Liquidity Bank
otherwise satisfies the requirements of the Liquidity Agreement. 




        Section
4.6    Default 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
5.1    Representations 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: 



        (a)    Existence and Power.    Such Seller Party's jurisdiction of organization is correctly set forth in the preamble
to this Agreement. Such Seller Party is duly organized under the laws of that jurisdiction and no other state or jurisdiction, and such jurisdiction must maintain a public record showing the
organization to have been organized. Such Seller Party is validly existing and in good standing under the laws of its state of organization. Such Seller Party is duly qualified to do business and is
in good standing as a foreign entity, and has and holds all organizational power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each
jurisdiction in which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to have a Material Adverse Effect. 


        (b)    Power and Authority; Due Authorization, Execution and Delivery.    The execution and delivery by such Seller
Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in the case of Seller, Seller's use of the
proceeds of Purchases made hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other
Transaction Document to which such Seller Party is a party has been duly executed and delivered by such Seller Party. 


        (c)    No Conflict.    The execution and delivery by such Seller Party of this Agreement and each other Transaction
Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of incorporation or
by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of
its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse
Claim on assets of such Seller Party or its Subsidiaries (except as created hereunder) except, in any case, where such contravention or violation could not reasonably be expected to have a Material
Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. 


        (d)    Governmental Authorization.    Other than the filing of the financing statements required hereunder, no
authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Seller Party of this
Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder. 


        (e)    Actions, Suits.    There are no actions, suits or proceedings pending, or to the best of such Seller Party's
knowledge, threatened, against or affecting such Seller Party, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse
Effect. Such Seller Party is not in default with respect to any order of any court, arbitrator or governmental
body; provided that, with respect to each Seller Party that is not the Seller, such default could reasonably be expected to have a Material Adverse Effect. 



        (f)    Binding Effect.    This Agreement and each other Transaction Document to which such Seller Party is a party
constitute the legal, valid and binding obligations of such Seller Party enforceable against such Seller Party in accordance with their respective terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization or other similar 



7





 





laws relating to or limiting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 


        (g)    Accuracy of Information.    All information heretofore furnished by such Seller Party or any of its Affiliates
to the Agent or Blue Ridge for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information
hereafter furnished by such Seller Party or any of its Affiliates to the Agent or Blue Ridge will be, true and accurate in every material respect on the date such information is stated or certified
and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading. 


        (h)    Use of Proceeds.    No proceeds of any Purchase hereunder will be used (i) for a purpose that violates,
(A) Section 7.2(e) of this Agreement or (B) Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to
acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended. 



        (i)    Good Title.    Seller is the legal and beneficial owner of the Receivables and Related Security with respect
thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary
under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller's ownership interest in each Receivable, its Collections and the Related Security. 


        (j)    Perfection.    This Agreement is effective to create a valid security interest in favor of the Agent for the
benefit of the Secured Parties in the Purchased Assets to secure payment of the Aggregate Unpaids, free and clear of any Adverse Claim except as created by the Transactions Documents. There have been
duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent's (on behalf of the
Secured Parties) security interest in the Purchased Assets. Such Seller Party's jurisdiction of organization is a jurisdiction whose law generally requires information concerning the existence of a
nonpossessory security interest to be made generally available in a filing, record or registration system as a condition or result of such a security interest's obtaining priority over the rights of a
lien creditor which respect to collateral. 


        (k)    Places of Business and Locations of Records.    The principal places of business and chief executive office of
such Seller Party and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit III or such other locations of which the Agent has been notified in
accordance with Section 7.2(a) in jurisdictions where all action required by Section 13.3(a) has been taken and completed. Seller's Federal Employer Identification Number or
organizational number is correctly set forth on Exhibit III. 



        (l)    Collections.    The conditions and requirements set forth in Section 7.1(j) and Section 8.2 have
at all times been satisfied and duly performed. The names, addresses and jurisdictions of organization of all Collection Banks, together with the account numbers of the Collection Accounts of Seller
at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit IV. Seller has not granted any Person, other than the Agent as contemplated by this
Agreement, dominion and control of any Lock-Box or Collection Account, or the right to take dominion and control of any such Lock-Box or Collection Account at a future time or
upon the occurrence of a future event. 


        (m)    Material Adverse Effect.    (i) The initial Servicer represents and warrants that since  [  June 30, 2001 
]  , no event has occurred that would have a material adverse effect on the financial 



8





 





condition or operations of the initial Servicer and its Subsidiaries, taken as a whole, or the ability of the initial Servicer to perform its obligations under this Agreement, and (ii) Seller
represents and warrants that since the date of this Agreement, no event has occurred that would have a material adverse effect on (A) the financial condition or operations of Seller,
(B) the ability of Seller to perform its obligations under the Transaction Documents, or (C) the collectibility of the Receivables generally or any material portion of the Receivables. 


        (n)    Names.    The name in which Seller has executed this Agreement is identical to the name of Seller as indicated
on the public record of its state of organization which shows Seller to have been organized. In the past five (5) years, Seller has not used any corporate names, trade names or assumed names
other than the name in which it has executed this Agreement. 



        (o)    Ownership of Seller.    ADC Telecom owns, directly or indirectly, 100% of the issued and outstanding capital
stock of Seller, free and clear of any Adverse Claim. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of
Seller. 


        (p)    Not a Holding Company or an Investment Company.    Such Seller Party is not a "holding company" or a
"subsidiary holding company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. Such Seller Party is not an "investment
company" within the meaning of the Investment Company Act of 1940, as amended, or any successor statute. 


        (q)    Compliance with Law.    Such Seller Party has complied in all respects with all applicable laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse
Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations
relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any
such law, rule or regulation, except where such contravention or violation could not reasonably be expected to have a Material Adverse Effect. 


        (r)    Compliance with Credit and Collection Policy.    Such Seller Party has complied in all material respects with
the Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any material adverse change to such Credit and Collection Policy, except such material
adverse changes as to which the Agent has been notified in accordance with Section 7.1(a)(vii) and have given its prior written consent. 



        (s)    Payments to Applicable Originator.    With respect to each Receivable transferred to Seller under a Receivables
Sale Agreement, Seller has given reasonably equivalent value to the applicable Originator in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer
by any Originator of any Receivable under a Receivables Sale Agreement is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101  et seq.  ), as amended.



        (t)    Enforceability of Contracts.    Each Contract with respect to each Receivable is effective to create, and has
created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the
Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights
generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 



9











  




        (u)    Eligible Receivables.    Each Receivable included in the Net Pool Balance as an Eligible Receivable on the date
of any Monthly Report was an Eligible Receivable on such date. 


        (v)    Purchase Limit and Maximum Receivable Interests.    Immediately after giving effect to each Incremental
Purchase hereunder, the Aggregate Invested Amount is less than or equal to the Purchase Limit and the aggregate of the Receivable Interests does not exceed 100%. 



        (w)    Accounting.    The manner in which such Seller Party (other than the Seller) accounts for the transactions
contemplated by this Agreement and each Receivables Sale Agreement does not jeopardize the true sale analysis of the transactions contemplated by the Receivables Sale Agreements. 



 
 

ARTICLE VI.    
    
    CONDITIONS OF PURCHASES    
  



        Section
6.1    Conditions 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
6.2    Conditions 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): 




          (i)  the
representations and warranties set forth in Section 5.1 are true and correct on and as of the date of such Incremental Purchase or Reinvestment as though
made on and as of such Purchase Date; 


        (ii)  no
event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that will constitute an Amortization Event, and no event has
occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that would constitute an Unmatured Amortization Event; and 


        (iii)  the
Aggregate Invested Amount does not exceed the Purchase Limit and the aggregate Receivable Interests do not exceed 100%. 





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 


10





 


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
7.1    Affirmative 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: 



        (a)    Financial Reporting.    ADC Telecom will maintain, for itself and each of its consolidated Subsidiaries, a
system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Agent: 



        (i)    Annual Reporting.    Within 90 days after the close of each of its fiscal years and each of Seller's
fiscal year, audited, unqualified financial statements (which shall include balance sheets, statements of income and retained earnings and a statement of cash flows) for ADC Telecom and its
consolidated Subsidiaries and the Seller for such fiscal year certified in a manner acceptable to the Agent by independent public accountants reasonably acceptable to the Agent. 


        (ii)    Quarterly Reporting.    Within 45 days after the close of the first three (3) quarterly periods
of each of its fiscal years, balance sheets of ADC Telecom and its consolidated Subsidiaries and the Seller as at the close of each such period and statements of income and retained earnings and a
statement of cash flows for each such Person for the period from the beginning of such fiscal year to the end of such quarter, all certified by its respective chief financial officer. 



        (iii)    Compliance Certificate.    Together with the financial statements required hereunder, a compliance
certificate in substantially the form of Exhibit V signed by ADC Telecom's Authorized Officer and dated the date of such annual financial statement or such quarterly financial statement, as the
case may be. 


        (iv)    Shareholders Statements and Reports.    To the extent the Agent is unable to obtain by utilizing the online
service provided by ADC Telecom, promptly upon the furnishing thereof to the shareholders of such Seller Party copies of all financial statements, reports and proxy statements so furnished. 



        (v)    S.E.C. Filings.    To the extent the Agent is unable to obtain by utilizing the online service provided by ADC
Telecom, promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which any Seller Party or any of its Affiliates files with the
Securities and Exchange Commission. 


        (vi)    Copies of Notices.    Promptly upon its receipt of any notice, request for consent, financial statements,
certification, report or other communication under or in connection with any Transaction Document from any Person other than the Agent or Blue Ridge, copies of the same. 



        (vii)    Change in Credit and Collection Policy.    At least thirty (30) days prior to the effectiveness of any
material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such change or amendment, and
(B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables,
requesting the Agent's consent thereto. 




11





 





        (viii)    Other Information.    Promptly, from time to time, such other information, documents, records or reports
relating to the Receivables or the condition or operations, financial or otherwise, of such Seller Party as the Agent may from time to time reasonably request in order to protect the interests of the
Agent, for the benefit of Blue Ridge, under or as contemplated by this Agreement. 




        (b)    Notices.    Such Seller Party will notify the Agent in writing of any of the following promptly upon learning
of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto: 



        (i)    Amortization Events or Unmatured Amortization Events.    The occurrence of each Amortization Event and each
Unmatured Amortization Event, by a statement of an Authorized Officer of such Seller Party. 



        (ii)    Judgments and Proceedings.    (A) (1) The entry of any judgment or decree against the Servicer or any
of its Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against the Servicer and its Subsidiaries exceeds $10,000,000 after deducting (a) the amount with
respect to which the Servicer or any such Subsidiary, as the case may be, is insured and with respect to which the insurer has assumed responsibility in writing, and (b) the amount for which
the Servicer or any such Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent, and (2) the institution of any litigation, arbitration
proceeding or governmental proceeding against the Servicer which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and (B) the entry of any
judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against Seller. 


        (iii)    Material Adverse Effect.    The occurrence of any event or condition that has had, or could reasonably be
expected to have, a Material Adverse Effect. 


        (iv)    Termination Date.    The occurrence of the  "Termination Date"   under and as defined in any Receivables Sale
Agreement. 


        (v)    Defaults Under Other Agreements.    The occurrence of a default or an event of default under any other
financing arrangement pursuant to which such Seller Party is a debtor or an obligor. 


        (vi)    Notices under Receivables Sale Agreement.    Copies of all notices delivered under any Receivables Sale
Agreement. 


        (vii)    Downgrade of Servicer.    Any downgrade in the rating of any Indebtedness of Servicer by S&P or Moody's,
setting forth the Indebtedness affected and the nature of such change. 




        (c)    Compliance with Laws and Preservation of Corporate Existence.    Such Seller Party will comply in all respects
with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be
expected to have a Material Adverse Effect. Such Seller Party will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and
qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain or qualify could not
reasonably be expected to have a Material Adverse Effect. 


        (d)    Audits.    Such Seller Party will furnish to the Agent from time to time such information with respect to it
and the Receivables as the Agent may reasonably request. Such Seller Party will, from time to time during regular business hours as requested by the Agent upon reasonable notice and at the sole cost
of such Seller Party, permit the Agent, or its agents or representatives (and 



12





 





shall cause each Originator to permit the Agent or its agents or representatives): (i) to examine and make copies of and abstracts from all Records in the possession or under the control of
such Person relating to the Purchased Assets, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person for the purpose of examining such
materials described in clause (i) above, and to discuss matters relating to such Person's financial condition or the Purchased Assets or any Person's performance under any of the Transaction
Documents or any Person's performance under the Contracts and, in each case, with any of the officers or employees of Seller or the Servicer having knowledge of such matters (each of the foregoing
examinations and visits, a  "Review"  );  provided, however,   that, so long as no Amortization Event has occurred and is continuing,
(A) the Seller Parties shall only be responsible for the costs and expenses of one
(1) Review in any one calendar year, and (B) the Agent will not request more than two (2) Reviews in any one calendar year. 



        (e)    Keeping and Marking of Records and Books.    



          (i)  The
Servicer will (and will cause each Originator to) maintain and implement administrative and operating procedures (including, without limitation, an ability to
recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or
advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to
each existing Receivable). The Servicer will (and will cause each Originator to) give the Agent notice of any material change in the administrative and operating procedures referred to in the previous
sentence. 


        (ii)  Such
Seller Party will (and will cause each Originator to): (A) on or prior to the date hereof, mark its master data processing records and other books and
records relating to the Receivables with a legend, acceptable to the Agent, describing the Agent's security interest in the Purchased Assets and (B) upon the request of the Agent following the
occurrence of an Amortization Event: (x) mark each Contract constituting an instrument, chattel paper, a negotiable document, a letter of credit or a certificated security (each as defined in
the UCC) with a legend describing the Agent's security interest and (y) deliver to the Agent all such Contracts (including, if applicable, all multiple originals of any such Contracts relating
to the Receivables. 




        (f)    Compliance with Contracts and Credit and Collection Policy.    Such Seller Party will (and will cause each
Originator to) timely and fully (i) perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables,
(ii) comply in all material respects with the Contracts, and (iii) comply in all material respects with the Credit and Collection Policy in regard to each Receivable at any time while
such Receivable is counted, in whole or in part, as an Eligible Receivable in the Net Pool Balance. 


        (g)    Performance and Enforcement of Receivables Sale Agreement.    Seller will, and will require each Originator to,
perform each of their respective obligations and undertakings under and pursuant to the applicable Receivables Sale Agreement, will purchase Receivables thereunder in strict compliance with the terms
thereof and will vigorously enforce the rights and remedies accorded to Seller under the Receivables Sale Agreements. Seller will take all actions to perfect and enforce its rights and interests (and
the rights and interests of the Agent, as Seller's assignee) under the Receivables Sale Agreements as the Agent may from time to time reasonably request, including, without limitation, making claims
to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Receivables Sale Agreements. 


        (h)    Ownership.    Seller will (or will cause each Originator to) take all necessary action to (i) vest legal
and equitable title to the Purchased Assets purchased under the Receivables Sale 



13





 





Agreements irrevocably in Seller, free and clear of any Adverse Claims (other than Adverse Claims in favor of the Agent, for the benefit of the Secured Parties) including, without limitation, the
filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller's interest in such
Purchased Assets and such other action to perfect, protect or more fully evidence the interest of Seller therein as the Agent
may reasonably request), and (ii) establish and maintain, in favor of the Agent, for the benefit of the Secured Parties, a valid and perfected first priority security interest in all Purchased
Assets, free and clear of any Adverse Claims, including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable
law) of all appropriate jurisdictions to perfect the Agent's (for the benefit of the Secured Parties) security interest in the Purchased Assets and such other action to perfect, protect or more fully
evidence the interest of the Agent for the benefit of the Secured Parties as the Agent may reasonably request. 


        (i)    Reliance.    Seller acknowledges that the Agent and Blue Ridge are entering into the transactions contemplated
by this Agreement in reliance upon Seller's identity as a legal entity that is separate from each Originator. Therefore, from and after the date of execution and delivery of this Agreement, Seller
shall take all reasonable steps, including, without limitation, all steps that the Agent or Blue Ridge may from time to time reasonably request, to maintain Seller's identity as a separate legal
entity and to make it manifest to third parties that Seller is an entity with assets and liabilities distinct from those of each Originator and any Affiliates thereof (other than Seller) and not just
a division of any Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Seller will: 



        (A)  conduct
its affairs in accordance with the following provisions: 



        1.    it
will establish an office through which its business will be conducted, which office will be separate and apart from that of any person or entity owning beneficially
more than 50% of the outstanding shares of common stock of the Seller and will be separate and apart from that of any of such owner's Subsidiaries or Affiliates other than the Seller; 


        2.    it
will maintain separate corporate records and books of account, including financial records and books of account, from those of such owner, subsidiaries and affiliates
as are referred to in (c); in addition, if the Seller shall at any time prepare financial statements, the Seller shall prepare footnotes to such financial statements indicating that the assets of the
Seller are owned by the Seller and are not available to satisfy the claims of any creditor of any other entity; 


        3.    its
assets will not be commingled with those of any other person or entity; and 



        4.    its
Board of Directors will hold regular meetings, not less frequently than once every calendar year, to review the actions of the officers of the Seller and to authorize
and approve (1) all transactions outside the ordinary course of the Seller's business, and (2) such other transactions, agreements and actions of the Seller as the Board of Directors
deems appropriate in connection with its review and supervision of the Seller's actions. The Board of Directors must consider the interests of the creditors of the Seller in connection with all
corporate actions; 




        (B)  maintain
its bank accounts separate from any other person or entity; 


        (C)  conduct
its own business in its own name and hold all of its assets in its own name or in the name of a trustee or custodian on its behalf; 


        (D)  pay
its own liabilities and expenses only out of its own funds; 




14





 





        (E)  maintain
an arm's length relationship with its affiliates and enter into transactions with affiliates only on a commercially reasonable basis; 


        (F)  pay
the salaries of its own employees from its own funds; 


        (G)  maintain
a sufficient number of employees in light of its contemplated business operations; 


        (H)  not
guarantee or become obligated for the debts of any other entity or person, nor hold out its credit as being available to satisfy the obligations of any other person
or entity, nor pledge its assets for the benefit of any other person or entity; 


        (I)  allocate
fairly and reasonably any overhead expenses that are shared with an affiliate, including paying for office space and services performed by any employee of an
affiliate; 


        (J)  not
incur obligations in excess of $10,750 to any entity other than (1) purchasers of the accounts receivables pursuant to the transactions described in
Article 3 and (2) subordinated indebtedness owed to ADC Telecom and its affiliates in connection with the transactions described in the Seller's Articles of Incorporation. 



        (K)  use
separate stationery, invoices and checks bearing its own name; 


        (L)  hold
itself out as a separate entity; and 


        (M)maintain
adequate capital in light of its contemplated business operations 




        (j)    Collections.    Such Seller Party will cause (1) all proceeds from all Lock-Boxes to be
directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is
in full force and effect. In the event any payments relating to the Purchased Assets are remitted directly to Seller or any Affiliate of Seller, Seller will remit (or will cause all such payments to
be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, Seller
will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Agent and Blue Ridge. Seller will maintain exclusive ownership, dominion and control
(subject to the terms of this Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion and control of any Lock-Box or Collection
Account at a future time or upon the occurrence of a future event to any Person, except to the Agent as contemplated by this Agreement. 



        (k)    Taxes.    Such Seller Party will file all tax returns and reports required by law to be filed by it and will
promptly pay all taxes and governmental charges at any time owing, except any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside on its books. Seller will pay when due any taxes payable in connection with the Receivables, exclusive of franchise taxes or
taxes on or measured by income or gross receipts of the Agent or Blue Ridge. 



        (l)    Payment to Applicable Originator.    With respect to any Receivable purchased by Seller from any Originator,
such sale shall be effected under, and in strict compliance with the terms of, the Receivables Sale Agreements, including, without limitation, the terms relating to the amount and timing of payments
to be made to such Originator in respect of the purchase price for such Receivable. 



15





 





        Section
7.2    Negative 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: 



        (a)    Name Change, Offices and Records.    Such Seller Party will not change its name, identity or structure (within
the meaning of any applicable enactment of the UCC), relocate its chief executive office at any time while the location of its chief executive office is relevant to perfection of the Agent's security
interest, for the benefit of the Secured Parties, in the Receivables, Related Security and Collections, or change any office where Records are kept unless it shall have: (i) given the Agent at
least forty-five (45) days' prior written notice thereof and (ii) delivered to the Agent all financing statements, instruments and other documents requested by the Agent in
connection with such change or relocation. 


        (b)    Change in Payment Instructions to Obligors.    Except as may be required by the Agent pursuant to
Section 8.2(b), such Seller Party will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any
Lock-Box or Collection Account, unless the Agent shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition,
termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the
new Collection Account or Lock-Box;  provided, however,   that the Servicer may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make
payments to another existing Collection
Account. 


        (c)    Modifications to Contracts and Credit and Collection Policy.    Unless Agent otherwise consents in accordance
with 7.1(a)(vii), such Seller Party will not, and will not permit any Originator to, make any change to the Credit and Collection Policy that could adversely affect the collectibility of the
Receivables or decrease the credit quality of any newly created Receivables. Except as provided in Section 8.2(d), the Servicer will not, and will not permit any Originator to, extend, amend or
otherwise modify the payment terms of any Receivable at any time while such Receivable is counted, in whole or in part, as an Eligible Receivable in the Net Pool Balance or any Contract related
thereto other than in accordance with the Credit and Collection Policy. 


        (d)    Sales, Liens.    Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or
grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any of the Purchased
Assets, or assign any right to receive income with respect thereto (other than, in each case, the creation of a security interest therein in favor of the Agent as provided for herein), and Seller will
defend the right, title and interest of the Secured Parties in, to and under any of the foregoing property, against all claims of third parties claiming through or under Seller or any Originator. 


        (e)    Use of Proceeds.    Seller will not use the proceeds of the Purchases for any purpose other than
(i) paying for Receivables and Related Security under and in accordance with the Receivables Sale Agreements, including without limitation, making payments on the Subordinated Notes to the
extent permitted thereunder and under the Receivables Sale Agreements, (ii) making Demand Advances to ADC Telecom at any time prior to the Facility Termination Date while it is acting as
Servicer and no Amortization Event or Unmatured Amortization Event exists and is continuing, (iii) paying its ordinary and necessary operating expenses when and as due, and (iv) making
Restricted Junior Payments to the extent permitted under this Agreement. 


        (f)    Termination Date Determination.    Seller will not designate the Termination Date (as defined in any
Receivables Sale Agreement), or send any written notice to any Originator in respect thereof, without the prior written consent of the Agent, except with respect to the 



16





 





occurrence of such Termination Date arising pursuant to Section 5.1(d) of each Receivables Sale Agreement. 


        (g)    Restricted Junior Payments.    Seller will not make any Restricted Junior Payment if after giving effect
thereto, Seller's Net Worth (as defined in the Receivables Sale Agreements) would be less than the Required Capital Amount (as defined in the Receivables Sale Agreements). 


        (h)    Seller Indebtedness.    Seller will not incur or permit to exist any Indebtedness or liability on account of
deposits except: (i) the Aggregate Unpaids, (ii) the Subordinated Loans, and (iii) other current accounts payable arising in the ordinary course of business and not overdue. 


        (i)    Prohibition on Additional Negative Pledges.    No Seller Party will enter into or assume any agreement (other
than this Agreement and the other Transaction Documents) prohibiting the creation or assumption of any Adverse Claim upon the Purchased Assets except as contemplated by the Transaction Documents, or
otherwise prohibiting or restricting any transaction contemplated hereby or by the other Transaction Documents, and no Seller Party will enter into or assume any agreement creating any Adverse Claim
upon the Subordinated Notes or Originator's ownership interest in the Seller. 



 
 

ARTICLE VIII.    
    
    ADMINISTRATION AND COLLECTION    
  


        Section 8.1    Designation of Servicer.    



        (a)  The
servicing, administration and collection of the Receivables shall be conducted by such Person (the  "Servicer"  ) so designated from time to time in accordance with this Section 8.1. ADC
Telecom is hereby designated as, and hereby agrees to perform the duties and obligations of,
the Servicer pursuant to the terms of this Agreement. The Agent may at any time after ADC Telecom resigns or during the occurrence or continuance of an Amortization Event designate as Servicer any
Person to succeed ADC Telecom or any successor Servicer  provided that   the Rating Agency Condition is satisfied. 


        (b)  ADC
Telecom may delegate to other Originators, if any, as sub-servicers of the Servicer, certain of its duties and responsibilities as Servicer hereunder in
respect of the Receivables originated by such other Originator. Without the prior written consent of the Agent and the Required Liquidity Banks, ADC Telecom shall not be permitted to delegate any of
its duties or responsibilities as Servicer to any Person other than (i) Seller, (ii) the other Originators, and (iii) with respect to certain Defaulted Receivables, outside
collection agencies in accordance with its customary practices. Neither Seller nor any Originator shall be permitted to further delegate to any other Person any of the duties or responsibilities of
the Servicer delegated to it by ADC Telecom. If at any time the Agent shall designate as Servicer any Person other than ADC Telecom in accordance with terms herein, all duties and responsibilities
theretofore delegated by ADC Telecom to Seller or the other Originators may, at the discretion of the Agent, be terminated forthwith on notice given by the Agent to ADC Telecom and to Seller and the
other Originators. 


        (c)  Notwithstanding
the foregoing subsection (b): so long as ADC Telecom is acting as the Servicer (i) ADC Telecom shall be and remain primarily liable to the Agent
and Blue Ridge for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Agent and Blue Ridge shall be entitled to deal exclusively with ADC
Telecom in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Agent and Blue Ridge shall not be required to give notice, demand or other communication
to any Person other than ADC Telecom in order for communication to the Servicer and its sub-servicer or other delegate with respect thereto to be accomplished. ADC Telecom, at all times
that it is the 



17






 





Servicer, shall be responsible for providing any sub-servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement. 




        Section 8.2    Duties of Servicer.    



        (a)  The
Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with
applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. 


        (b)  The
Servicer will instruct all Obligors to pay all Collections directly to a Lock-Box or Collection Account. The Servicer shall effect a Collection Account
Agreement substantially in the form of Exhibit VI with each bank party to a Collection Account at any time. In the case of any remittances received in any Lock-Box or Collection
Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Servicer shall promptly
remit such items to the Person identified to it as being the owner of such remittances. If an Amortization Event has occurred and is continuing, the Agent may deliver to any Collection Bank a
Collection Notice pursuant to Section 8.3, and from such time the Agent may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors with respect to the
Receivables, to remit all payments thereon to a new depositary account specified by the Agent and, at all times thereafter, Seller and the Servicer shall not deposit or otherwise credit, and shall not
permit
any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections. 


        (c)  The
Servicer shall administer the Collections in accordance with the procedures described herein and in Article II. The Servicer shall set aside and hold in trust
for the account of Seller and Blue Ridge their respective shares of the Collections in accordance with Article II. The Servicer shall, upon the request of the Agent, segregate, in a manner
acceptable to the Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or Seller prior to the remittance
thereof in accordance with Article II. If the Servicer shall be required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank
designated by the Agent such allocable share of Collections of Receivables set aside for Blue Ridge on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or
with duly executed instruments of transfer. 


        (d)  The
Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the
Servicer determines to be appropriate to maximize Collections thereof;  provided, however,   that such extension or adjustment shall not alter the status of such Receivable as a Delinquent
Receivable or Defaulted Receivable or limit the rights of the Agent or Blue
Ridge under this Agreement. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuation of an Amortization Event, the Agent shall have the absolute and
unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security. 


        (e)  The
Servicer shall hold in trust for Seller and the Agent and Blue Ridge all Records that (i) evidence or relate to the Receivables, the related Contracts and
Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of the Agent, after the occurrence and during the
continuation of an Amortization Event, deliver or make available to the Agent all such Records, at a place selected by the Agent. The Servicer shall, as soon as practicable following receipt thereof
turn over to Seller any cash collections or other cash proceeds received with respect to Indebtedness not constituting Receivables. The Servicer shall, from time to time at the request of the Agent or
Blue Ridge, 



18





 





furnish to Blue Ridge (promptly after any such request) a calculation of the amounts set aside for Blue Ridge pursuant to Article II. 


        (f)    Any
payment by an Obligor in respect of any indebtedness owed by it to Originator or Seller shall, except as otherwise specified by such Obligor or otherwise required by
contract or law and unless otherwise instructed by the Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then
due and payable thereunder before being applied to any other receivable or other obligation of such Obligor. 




        Section
8.3    Collection 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
8.4    Responsibilities 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
8.5    Monthly 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
8.6    Servicing 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
9.1    Amortization Events.    The occurrence of any one or more of the following events shall constitute an
Amortization Event: 



        (a)  Any
Seller Party shall fail to make any payment or deposit required to be made by it under the Transaction Documents when due and, for any such payment or deposit which
is not in respect of principal, such failure continues for  [  two (2)  ]   consecutive Business Days. 



19







  




        (b)  Any
representation, warranty, certification or statement made by any Seller Party in any Transaction Document to which it is a party or in any other document delivered
pursuant thereto shall prove to have been incorrect when made or deemed made in any material respect and, with respect to any representation, warranty or certification relating to the particular
character of any one or more Receivables, could reasonably be expected to cause a Material Adverse Effect on the Receivables as a whole;  provided, that,   the materiality threshold in the
proceeding clause shall not be applicable with respect to any representation or warranty itself contains a materiality threshold. 



        (c)  Any
Seller Party shall fail to perform or observe any covenant contained in Section 7.2 or 8.5 when due. 


        (d)  Any
Seller Party shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall continue for thirty
(30) consecutive days. 


        (e)  Failure
of Seller to pay any Indebtedness (other than the Aggregate Unpaids) when due or the default by Seller in the performance of any term, provision or condition
contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such
Indebtedness to become due prior to its stated maturity; or any such Indebtedness of Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled
payment) prior to the date of maturity thereof. 


        (f)    Failure
of ADC Telecom or any of its Subsidiaries other than Seller to pay Indebtedness in excess of $10,000,000 in aggregate principal amount (hereinafter,  "Material Indebtedness"  ) when due after
giving effect to any applicable grace or notice period; or the default after giving effect to any applicable cure or grace period by Performance Guarantor or
any of its Subsidiaries other than Seller in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect
of which is to cause such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of ADC Telecom or any of its Subsidiaries
other than Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. 


        (g)  An
Event of Bankruptcy shall occur with respect to any Seller Party or any of their respective Material Subsidiaries. 


        (h)  As
at the end of any Calculation Period: 



          (i)  the
three-month rolling average Delinquency Ratio shall exceed a percentage specified in the First Amendment, 


        (ii)  the
three-month rolling average Default Ratio shall exceed a percentage specified in the First Amendment, or 


        (iii)  the
three-month rolling average Dilution Ratio shall exceed a percentage specified in the First Amendment. 




        (i)    A
Change of Control shall occur. 


        (j)    One
or more final judgments for the payment of money in an aggregate amount of $10,750 or more shall be entered against Seller or (ii) one or more final judgments
for the payment of money in an amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Performance Guarantor or any of its Subsidiaries (other than Seller on claims
not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without
a stay of execution. 



20





 




        (k)  The
 "Termination Date"   under and as defined in any Receivables Sale Agreement shall occur under such Receivables Sale Agreement or any Material Originator shall for any reason cease to transfer, or
cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the applicable Receivables Sale Agreement. 



        (l)    This
Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and
enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or
enforceability, or the Agent for the benefit of Blue Ridge shall cease to have a valid and perfected first priority security interest in the Purchased Assets. 


        (m)  On
any Settlement Date, after giving effect to the turnover of Collections by the Servicer on such date and the application thereof to the Aggregate Unpaids in
accordance with this Agreement, the Aggregate Invested Amount shall exceed the Purchase Limit. 



        (n)  The
Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor
shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of its obligations thereunder. 


        (o)  The
Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Purchased Assets and such lien shall
not have been released within seven (7) days, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the
Purchased Assets. 


        (p)  Any
Plan of Performance Guarantor or any of its ERISA Affiliates: 



          (i)  shall
fail to be funded in accordance with the minimum funding standard required by applicable law, the terms of such Plan, Section 412 of the Tax Code or
Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted with respect to such Plan under applicable law, the terms of such Plan or Section 412 of the Tax
Code or Section 303 of ERISA; or 


        (ii)  is
being, or has been, terminated or the subject of termination proceedings under applicable law or the terms of such Plan; or 



        (iii)  shall
require Performance Guarantor or any of its ERISA Affiliates to provide security under applicable law, the terms of such Plan, Section 401 or 412 of the
Tax Code or Section 306 or 307 of ERISA; or 


        (iv)  results
in a liability to Performance Guarantor or any of its ERISA Affiliates under applicable law, the terms of such Plan, or Title IV ERISA, 


        (v)  and
there shall result from any such failure, waiver, termination or other event a liability to the PBGC or a Plan that would have a Material Adverse Effect. 




        (q)  Any
event shall occur which has, or could be reasonably expected to have a Material Adverse Effect. 


        (r)  The
Net Pool Balance shall at any time be less than an amount equal to the sum of (i) the Aggregate Invested Amount plus (ii) the Required Reserve (after
giving effect to the turnover of Collectors by the Services or the next Settlement Date and the application thereof to the Aggregate Unpaid in accordance with this Agreement. 




        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 


21





 


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):




        (a)  Indemnified
Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful
misconduct on the part of the Indemnified Party seeking indemnification; 


        (b)  Indemnified
Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of
creditworthiness of the related Obligor; or 


        (c)  franchise
taxes not paid or taxes imposed by the jurisdiction in which such Indemnified Party's principal executive office is located, on or measured by the overall net
income of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for income tax purposes of the acquisition by Blue Ridge of Receivables as a
loan or loans by Blue Ridge to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections; 




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: 



        (i)    any
representation or warranty made by any Seller Party or any Originator (or any officers of any such Person) under or in connection with this Agreement, any other
Transaction 



22





 


Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; 


        (ii)  the
failure by Seller, the Servicer or any Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto,
or the nonconformity of any
Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of any Originator to keep or perform any of its obligations, express or implied, with respect to
any Contract; 


        (iii)  any
failure of Seller, the Servicer or any Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any
other Transaction Document; 


        (iv)  any
products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the
subject of any Contract or any Receivable; 


        (v)  any
dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation,
a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim
resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services; 


        (vi)  the
commingling of Collections of Receivables at any time with other funds; 


        (vii)any
investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use
of the proceeds of any Purchase, the Purchased Assets or any other investigation, litigation or proceeding relating to Seller, the Servicer or any Originator in which any Indemnified Party becomes
involved as a result of any of the transactions contemplated hereby; 


        (viii)any
inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit
on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; 


        (ix)  any
Amortization Event of the type described in Section 9.1(g); 


        (x)  any
failure of Seller to acquire and maintain legal and equitable title to, and ownership of any of the Purchased Assets from the applicable Originator, free and clear
of any Adverse Claim (other than as created hereunder); or any failure of Seller to give reasonably equivalent value to any Originator under the applicable Receivables Sale Agreement in consideration
of the transfer by such Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action; 


        (xi)  any
failure to vest and maintain vested in the Agent for the benefit of Blue Ridge, or to transfer to the Agent for the benefit of the Secured Parties, a valid first
priority perfected security interests in the Purchased Assets, free and clear of any Adverse Claim (except as created by the Transaction Documents); 


        (xii)the
failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other
applicable laws with respect to any Purchased Assets, and the proceeds thereof, whether at the time of any Purchase or at any subsequent time; 



        (xiii)any
action or omission by any Seller Party which reduces or impairs the rights of the Agent or Blue Ridge with respect to any Purchased Assets or the value of any
Purchased Assets; 



23





 




        (xiv)any
attempt by any Person to void any Purchase or the Agent's security interest in the Purchased Assets under statutory provisions or common law or equitable action;
and 


        (xv)the
failure of any Receivable included in the calculation of the Net Pool Balance as an Eligible Receivable to be an Eligible Receivable at the time so included. 




        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 


24





 




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 13.1    Waivers and Amendments.    



        (a)  No
failure or delay on the part of the Agent or Blue Ridge in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided
shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which
given. 



25







  



        (b)  No
provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 13.1(b). Blue
Ridge, Seller and the Agent, at the direction of the Required Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement,  provided, however,   that no
such modification or waiver shall: 



          (i)  without
the consent of Blue Ridge and each affected Liquidity Bank, (A) extend the Liquidity Termination Date or the date of any payment or deposit of
Collections by Seller or the Servicer, (B) reduce the rate or extend the time of payment of Yield or any CP Costs (or any component of Yield or CP Costs), (C) reduce any fee payable to
the Agent for the benefit of Blue Ridge, (D) change the Invested Amount of any Receivable Interest, (E) amend, modify or waive any provision of the definition of Required Liquidity Banks
or this Section 13.1(b), (F) consent to or permit the assignment or transfer by Seller of any of its rights and obligations under this Agreement, (G) change the definition of  "Eligible Receivable," "Loss
Reserve," "Dilution Reserve," "Yield Reserve," "Servicing Reserve," "Servicing Fee Rate," "Required Reserve"   or
"Required Reserve Factor Floor"   or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through
(G) above in a
manner that would circumvent the intention of the restrictions set forth in such clauses; or 


        (ii)  without
the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such
Agent. 


and any material amendment, waiver or other modification of this Agreement shall require satisfaction of the Rating Agency Condition.  





        Section 13.2    Notices.    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 13.3    Protection of Agent's Security Interest.    



        (a)  Seller
agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or
desirable, or that the Agent may reasonably request, to perfect, protect or more fully evidence the Agent's security interest in the Purchased Assets, or to enable the Agent or Blue Ridge to exercise
and enforce their rights and remedies hereunder. At any time after the occurrence and continuance of an Amortization Event, the Agent may, or the Agent may direct Seller or the Servicer to, notify the
Obligors of Receivables, at Seller's expense, of the ownership or security interests of Blue Ridge under this Agreement and may also direct that payments of all amounts due or that become due under
any or all Receivables be made directly to the Agent or its designee. Seller or the Servicer (as applicable) shall, at the Agent's request, withhold the identities of the Agent and Blue Ridge in any
such notification. 



26





 

        (b)  If
any Seller Party fails to perform any of its obligations hereunder, the Agent or Blue Ridge may (but shall not be required to) perform, or cause performance of, such
obligations, and the Agent's or Blue Ridge's costs and expenses incurred in connection therewith shall be payable by Seller as provided in Section 10.3. Each Seller Party irrevocably authorizes
the Agent at any time and from time to time in the sole discretion of the Agent, and appoints the Agent as its attorney-in-fact, to act on behalf of such Seller Party
(i) to execute on behalf of Seller as debtor and to file financing statements necessary or desirable in the Agent's sole discretion to perfect and to maintain the perfection and priority of the
interest of Blue Ridge in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a
financing statement in such offices as the Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Agent's security interest in the
Purchased Assets, for the benefit of the Secured Parties. This appointment is coupled with an interest and is irrevocable. Each of the Seller Parties hereby authorizes the Agent to file financing
statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without
the signature or other authorization of such Seller Party, in such form and in such offices as the Agent reasonably determines appropriate to perfect or maintain the perfection of the security
interest of the Agent hereunder, each of the Seller Parties acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with
respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Agent,
consenting to the form and substance of such filing or recording document, and each of the Seller Parties approves, authorizes and ratifies any filings or recordings
made by or on behalf of the Agent in connection with the perfection of the security interests in favor of Seller or the Agent. 




        Section 13.4    Confidentiality.    



        (a)  Each
of the Seller Parties shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential
or proprietary information with respect to the Agent and Blue Ridge and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the
transactions contemplated herein, except that such Seller Party and its officers and employees may disclose such information to such Seller Party's external accountants and attorneys and as required
by any applicable law or order of any judicial or administrative proceeding. 


        (b)  Anything
herein to the contrary notwithstanding, each Seller Party hereby consents to the disclosure of any nonpublic information with respect to it (i) to the
Agent, the Liquidity Banks or Blue Ridge by each other, (ii) by the Agent or Blue Ridge to any prospective or actual assignee or participant of any of them and (iii) by the Agent in
connection with the transactions contemplated by the Transaction Documents to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to Blue
Ridge or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which Wachovia acts as the administrative agent and to any officers, directors, employees,
outside accountants and attorneys of any of the foregoing,  provided that   each such Person is informed of the confidential nature of such information. In addition, Blue Ridge and the Agent may
disclose any such nonpublic information pursuant to any
law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law). 




        Section
13.5    Bankruptcy 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





 


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



        Section
13.6    Limitation 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
13.7    CHOICE 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
13.8    CONSENT 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
13.9    WAIVER 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 13.10    Integration; Binding Effect; Survival of Terms.    



        (a)  This
Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject
matter hereof and shall constitute
the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. 



28





 

        (b)  This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in
bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in
accordance with its terms;  provided, however,   that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to
Article V, (ii) the
indemnification and payment provisions of Article X, and Sections 13.4 and 13.5 shall be continuing and shall survive any termination of this Agreement. 


        (c)  Each
of the Seller Parties, Blue Ridge and the Agent hereby acknowledges and agrees that the Liquidity Banks are hereby made express third party beneficiaries of this
Agreement and each of the other Transaction Documents. 




        Section
13.11    Counterparts; 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 13.12    Characterization.    



        (a)  It
is the intention of the parties hereto that each Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase shall provide
the Blue Ridge with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made
without recourse to Seller;  provided, however,   that (i) Seller shall be liable to Blue Ridge and the Agent for all representations, warranties, covenants and indemnities made by Seller
pursuant to the terms of this
Agreement, and (ii) such sale does not
constitute and is not intended to result in an assumption by Blue Ridge or the Agent or any assignee thereof of any obligation of Seller or any Originator or any other person arising in connection
with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator. 


        (b)  In
addition to any ownership interest which the Agent or Blue Ridge may from time to time acquire pursuant hereto, Seller hereby grants to the Agent for the ratable
benefit of Blue Ridge a valid and perfected security interest in all of Seller's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each
Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, and all proceeds of any thereof prior to all other liens on and
security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Agent, on behalf of Blue Ridge, shall have, in addition to the rights and remedies that it may have
under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. 



<signature pages follow>  


29








         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:	
 	

/s/  GOKUL V. HEMMADY       
	

 
	Name:	 	Gokul V. Hemmady	 
	Title:	 	Vice President and Treasurer

	 





	 	 	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] 







	 	 	 
	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:	
 	

Elizabeth R. Wagner
	 	 	 	 	Telephone:	 	(404) 332-1398
	 	 	 	 	Facsimile:	 	(404) 332-5152
	

 	
 	

 	
 	

with a copy to:
	

 	
 	

 	
 	

Wachovia Bank, N.A.

100 North Main Street, NC37031

Winston-Salem, NC 27150-3099
	

 	
 	

 	
 	

Attention:	
 	

John Dillon
	 	 	 	 	Telephone:	 	(336) 732-2690
	 	 	 	 	Facsimile:	 	(336) 732-5021





	 	 	 
	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:	
 	

Douglas K. Johnson
	 	 	 	 	Telephone:	 	(704) 365-0569
	 	 	 	 	Facsimile:	 	(704) 365-1362





[Wachovia Signature Page to the Receivables Purchase Agreement] 







 
 

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 annum   equal 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 






        
"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 









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. 








        
"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: 



        (a)  the
sum of (i) two (2) times the Adjusted Dilution Ratio as of the immediately preceding Cut-Off Date,  plus   (ii) the Dilution Volatility Component as of the immediately preceding Cut-Off
Date,  times  



        (b)  the
Dilution Horizon Ratio as of the immediately preceding Cut-Off Date. 




"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: 



          (i)  the
Obligor of which (a) if a natural person, is a resident of the United States or, if a corporation or other business organization, is organized under the laws
of the United States or any political subdivision thereof and has its chief executive office in the United States; (b) is not an 








Affiliate of any of the parties hereto; and (c) is not a government or a governmental subdivision or agency; 


        (ii)  which
is not owing from an Obligor as to which more than 60% of the aggregate outstanding principal balance of all Receivables owing from such obligor are Defaulted
Receivables, 


        (iii)  which
was not a Delinquent Receivable on the date on which it was acquired by Seller from the applicable Approved Originator, 


        (iv)  which
is not a Defaulted Receivable, 


        (v)  which
by its terms is due and payable within a certain amount of days of the original billing date therefor specified in the First Amendment and has not had its payment
terms extended more than once, 


        (vi)  which
is an "account" or "chattel paper" within the meaning of Article 9 of the UCC of all applicable jurisdictions, 


      (vii)  which
is denominated and payable only in United States dollars in the United States, 


      (viii)  which
arises under a Contract which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the related
Obligor enforceable against such Obligor in accordance with its terms subject to no offset, counterclaim or other defense, 


        (ix)  which
arises under a Contract which (A) does not require the Obligor under such Contract to consent to the transfer, sale, pledge or assignment of the rights and
duties of the applicable Approved Originator or any of its assignees under such Contract and (B) does not contain a confidentiality provision that purports to restrict the ability of Blue Ridge
to exercise its rights under this Agreement, including, without limitation, its right to review the Contract, 


        (x)  which
arises under a Contract that contains an obligation to pay a specified sum of money, contingent only upon the sale of goods or the provision of services by the
applicable Approved Originator, 


        (xi)  which,
together with the Contract related thereto, does not contravene any law, rule or regulation applicable thereto (including, without limitation, any law, rule and
regulation relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no part of the
Contract related thereto is in violation of any such law, rule or regulation, 


      (xii)  which
satisfies all applicable material requirements of the Credit and Collection Policy, 


      (xiii)  which
was generated in the ordinary course of the applicable Approved Originator's business, 


      (xiv)  which
arises solely from the sale of goods or the provision of services to the related Obligor by the applicable Approved Originator, and not by any other Person (in
whole or in part), 


      (xv)  which
is not subject to any dispute, counterclaim, right of rescission, set-off, counterclaim or any other defense (including defenses arising out of
violations of usury laws) of the applicable Obligor against the applicable Approved Originator or any other Adverse Claim, and the Obligor thereon holds no right as against such Approved Originator to
cause such Approved Originator to repurchase the goods or merchandise the sale of which shall have given rise to such Receivable (except with respect to sale discounts effected pursuant to the
Contract, or defective goods returned in accordance with the terms of the Contract);  provided  ,  however  , that if such dispute, offset,
counterclaim or defense affects only a portion of the Outstanding Balance of such Receivable, then such Receivable may be deemed an Eligible
Receivable to the extent of the portion of such Outstanding Balance which is not so affected, and  provided  ,  further  , that Receivables of
any Obligor which has any accounts payable by the applicable Approved Originator 











or by a wholly-owned Subsidiary of such Approved Originator (thus giving rise to a potential offset against such Receivables) may be treated as Eligible Receivables to the extent that the Obligor of
such Receivables has agreed pursuant to a written agreement in form and substance satisfactory to the Agent, that such Receivables shall not be subject to such offset, 



      (xvi)  as
to which the applicable Approved Originator has satisfied and fully performed all obligations on its part with respect to such Receivable required to be fulfilled
by it, and no further action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor, 


    (xvii)  as
to which each of the representations and warranties contained in Sections 5.1(g), (i), (j), (r), (s) and (t) is true and correct, 


    (xviii)  all
right, title and interest to and in which has been validly transferred by the applicable Approved Originator directly to Seller under and in accordance with the
applicable Receivables Sale Agreement, and Seller has good and marketable title thereto free and clear of any Adverse Claim, and 


      (xix)  any
other eligibility provisions specified in the First Amendment. 




"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: 



        (a)  a
case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt
arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such
Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or
adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shall be
entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or 


        (b)  such
Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other
similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee (other than a trustee under a deed of trust, indenture
or similar instrument), custodian, sequestrator (or other similar official) for, such Person or for any substantial part of its property, or shall make any general assignment for the benefit of
creditors, or shall be adjudicated insolvent, or admit in writing its inability to pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors shall vote
to implement any of the foregoing. 




"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 annum
 for each day during such period equal to (i) the weighted average of the rates on overnight federal funds 









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 









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: 



        (a)  if
Yield for such Receivable Interest is calculated on the basis of the LIBO Rate, a period of one, two, three or six months, or such other period as may be mutually
agreeable to the Agent and Seller, commencing on a Business Day selected by Seller or the Agent pursuant to this Agreement. Such Interest Period shall end on the day in the applicable succeeding
calendar month which corresponds numerically to the beginning day of such Interest Period,  provided, however,   that if there is no such numerically corresponding day in such succeeding month,
such Interest Period shall end on the last Business Day of such succeeding month; or
 


        (b)  if
Yield for such Receivable Interest is calculated on the basis of the Alternate Base Rate, a period commencing on a Business Day selected by Seller and agreed to by
the Agent,  provided that   no such period shall exceed one month. 




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 that   such 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,
provided   that 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. 








         "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: 



        (a)  the
date on which the Liquidity Banks' Liquidity Commitments expire, cease to be available to Blue Ridge or otherwise cease to be in full force and effect; or 



        (b)  the
date on which a Downgrading Event with respect to a Liquidity Bank shall have occurred and been continuing for not less than 30 days, and either
(i) the Downgraded Liquidity Bank shall not have been replaced by an Eligible Assignee pursuant to the Liquidity Agreement, or (ii) the Liquidity Commitment of such Downgraded Liquidity
Bank shall not have been funded or collateralized in such a manner that will avoid a reduction in or withdrawal of the credit rating applied to the Commercial Paper to which such Liquidity Agreement
applies by any of the rating agencies then rating such Commercial Paper. 




"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. 








        
"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 Receivables

	A-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. 








        
"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 annum   equal 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 + RR


NPB	 	 








 where:  



        IA  =
the Invested Amount of such Receivable Interest. 


        NPB
= the Net Pool Balance. 


        RR  =
the Required Reserve. 





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: 



          (i)  all
of Seller's remaining interest (if any) in the inventory and goods (including returned or repossessed inventory or goods), if any, the sale of which by an
Originator gave rise to such Receivable, and all insurance contracts with respect thereto, 


        (ii)  all
other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the
Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable, 


        (iii)  all
guaranties, letters of credit, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such
Receivable whether pursuant to the Contract related to such Receivable or otherwise, 



        (iv)  all
service contracts and other contracts and agreements associated with such Receivable, 


        (v)  all
Records related to such Receivable, 


        (vi)  all
of Seller's right, title and interest in, to and under the applicable Receivables Sale Agreement in respect of such Receivable and all of Seller's right, title and
interest in, to and under the Performance Undertaking, 


      (vii)  all
of Seller's right, title and interest in and to the Demand Advances, and 


      (viii)  all
proceeds of any of the foregoing. 




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







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



	Aggregate Reduction
	 	Required Notice Period

	less than 25% of the Purchase Limit	 	2 Business Days
	greater 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: 



        (a)  an
amount equal to (i) the Servicing Fee Rate (or, at any time while ADC Telecom or one of its Affiliates is the Servicer, such lesser percentage as may be agreed
between Seller and the Servicer on an arms' length basis based on then prevailing market terms for similar services),  times   (ii) the aggregate Outstanding Balance of all Receivables at the
close of business on the Cut-Off Date immediately preceding such Calculation Period,  times   (iii) 1/360; or 


        (b)  on
and after the Servicer's reasonable request made at any time when ADC Telecom or one of its Affiliates is no longer acting as Servicer hereunder, an alternative
amount specified by the successor Servicer not exceeding (i) 110% of such Servicer's reasonable costs and expenses of performing its obligations under this Agreement during the preceding
Calculation Period,  divided by   (ii) the number of days in the current Calculation Period. 




"Servicing Fee Rate"   means 1.0%  per annum.  







         "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.  











QuickLinks



Exhibit 10-kk



RECEIVABLES PURCHASE AGREEMENT

PRELIMINARY STATEMENTS

ARTICLE I. PURCHASE ARRANGEMENTS

ARTICLE II. PAYMENTS AND COLLECTIONS

ARTICLE III. COMMERCIAL PAPER FUNDING

ARTICLE IV. LIQUIDITY FUNDINGS

ARTICLE V. REPRESENTATIONS AND WARRANTIES


ARTICLE VI. CONDITIONS OF PURCHASES

ARTICLE VII. COVENANTS

ARTICLE VIII. ADMINISTRATION AND COLLECTION

ARTICLE IX. AMORTIZATION EVENTS



ARTICLE X. INDEMNIFICATION

ARTICLE XI. THE AGENT

ARTICLE XII. ASSIGNMENTS AND PARTICIPATIONS

ARTICLE XIII. MISCELLANEOUS



EXHIBIT I DEFINITIONS