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Exhibit 10-hh  


 
  FIRST AMENDMENT TO RECEIVABLES SALE AGREEMENT    
  


         THIS FIRST AMENDMENT TO RECEIVABLES SALE AGREEMENT,   dated as of December 21, 2001 (this  "Amendment"  ), is by and among ADC Telecommunications Sales, Inc. (the "  Originator  "), ADC Telecommunications, Inc. (the "  Originator Agent  ") and ADC Receivables Corp. I (  "Buyer"  ), and pertains to the Receivables Sale Agreement dated as of December 12, 2001 amongst
the parties hereto (the  "Agreement"  ).
Unless otherwise defined in this Amendment shall have the meanings assigned to such terms in the Agreement or in the Purchase Agreement described therein.  


PRELIMINARY STATEMENTS  


         WHEREAS,   the Buyer, Originator Agent and the Originator wish to amend the Agreement as set forth herein; and 


        
WHEREAS,   the Agent, on behalf of Blue Ridge under the Purchase Agreement, is willing to consent to such amendment. 



         NOW, THEREFORE,   in consideration of the foregoing premises and the mutual agreements herein contained and other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 


        1.    Amendments.    



        (a)  Section 1.1
of the Agreement is amended and restated in its entirety to read as follows: 



        Section 1.1.    Initial Contribution of Receivables.    On December 21, 2001 (the "  Initial Sale Date  "), Originator does
hereby contribute, assign, transfer, set-over and otherwise convey to Buyer, and Buyer does hereby accept from Originator, Receivables
originated by Originator and existing as of the close of business on the Business Day immediately prior to the Initial Sale Date (the  "Initial Cutoff Date"  ) having an aggregate Outstanding
Balance of $250,000 (the  "Initial Contributed Receivables"  ), together with all Related Security relating thereto and all Collections thereof. 




        (b)  Exhibit I
to the Agreement is hereby amended by amending in their entirety the following definitions appearing therein: 



"Discount Factor"   means a percentage calculated to provide Buyer with a reasonable return on its investment in the Receivables after taking account of (i) the time value of money based
upon the anticipated dates of collection of the Receivables and the cost to Buyer of financing its investment in the Receivables during such period and (ii) the risk of nonpayment by the
Obligors. Originator and Buyer may agree from time to time to change the Discount Factor based on changes in one or more of the items affecting the calculation thereof,  provided that   any change
to the Discount Factor shall take effect as of the commencement of a Calculation Period, shall apply only prospectively and shall not affect the Purchase Price
payment made prior to the Calculation Period during which Originator and Buyer agree to make such change. As of the date of the First Amendment, the Discount Factor in respect of Eligible Receivables
and all other Receivables is equal to a percentage specified in the Second Amendment. 


        
"Settlement Date"   means, with respect to each Calculation Period, the date that is the 17th day of the month following such Calculation Period. 




        (c)  Exhibit I
to the Agreement is hereby amended by addition the following definition: 



"Second Amendment"   means an amendment to this Agreement mutually agreed upon by the parties hereto. 







 





        2.    Representations and Warranties.    In order to induce the other parties hereto to enter into this Amendment,
each of the Buyer and the Originators hereby represents and warrants to each of the other parties hereto as follows: 



        (a)  The
execution and delivery by such party of this Amendment, and the performance of its obligations under the Agreement as amended hereby, are within such party's
organizational powers and authority and have been duly authorized by all necessary organizational action on its part; 


        (b)  This
Amendment has been duly executed and delivered by such party, and the Agreement, as amended hereby, constitutes such party's legal, valid and binding obligation,
enforceable against such party 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), and 


        (c)  As
of the date hereof, no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event. 




        3.    Conditions Precedent.    This Amendment shall become effective as of the date first above written upon execution
and delivery of a counterpart hereof by each of the Originator, the Originator Agent, the Buyer and the Agent. 


        4.    Miscellaneous.    



        (a)    CHOICE OF LAW.    THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT
THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK. 


        (b)    Counterparts.    This Amendment 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. 


        (c)    Ratification of Agreement.    Except as expressly amended hereby, the Agreement remains unaltered and in full
force and effect and is hereby ratified and confirmed. 



<signature pages follow>  


2







         IN WITNESS WHEREOF,   the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date
hereof. 



	 	 	ADC TELECOMMUNICATIONS SALES, INC.
	

 	
 	

By:	

/s/  GOKUL V. HEMMADY       

	 	 	Name:	Gokul V. Hemmady
	 	 	 	

	 	 	Title:	Vice President and Treasurer
	 	 	 	

	

 	
 	

ADC TELECOMMUNICATIONS, INC.
	

 	
 	

By:	

/s/  GOKUL V. HEMMADY       

	 	 	Name:	Gokul V. Hemmady
	 	 	 	

	 	 	Title:	Vice President and Treasurer
	 	 	 	

	

 	
 	

ADC RECEIVABLES CORP. I
	

 	
 	

By:	

/s/  GOKUL V. HEMMADY       

	 	 	Name:	Gokul V. Hemmady
	 	 	 	

	 	 	Title:	Vice President and Treasurer
	 	 	 	





[Signature
Page to First Amendment Receivables Sale Agreement] 






        
By its signature below, the Agent, on behalf of Blue Ridge and its assigns, hereby consents to the foregoing Amendment as of the date first above written:  



	WACHOVIA BANK, N.A., as Agent	 
	

By:	

/s/  KENNY KARPOWICZ       
	

 
	Name:	Kenny Karpowicz	 
	Title:	Vice President

	 




[Signature
Page to First Amendment Receivables Sale Agreement] 









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FIRST AMENDMENT TO RECEIVABLES SALE AGREEMENT