**Exhibit10-b**

** **

**SECONDAMENDMENT TO RECEIVABLES PURCHASE AGREEMENT**

** **

***THIS SECONDAMENDMENT TO RECEIVABLES PURCHASE AGREEMENT,*** dated as ofDecember 13, 2002 (this ***“Amendment”***), is by and among ADC Receivables Corp. I, aMinnesota corporation (***“Seller”***), ADC Telecommunications, Inc., a Minnesotacorporation (***“Servicer”***),Blue Ridge Asset Funding Corporation, a Delaware corporation (***“Blue Ridge”***), andWachovia Bank, N.A., as agent for Blue Ridge and its assigns under theTransaction Documents and under the Liquidity Agreement (the ***“Agent”***), andpertains to the Receivables Purchase Agreement dated as of December 12, 2001amongst the parties hereto (as heretofore and hereby amended, the ***“Purchase Agreement”***).  ***Unless otherwise defined in this Amendment capitalized terms usedherein shall have the meanings assigned to such terms in the PurchaseAgreement.***

 

**PRELIMINARY STATEMENTS**

 

***WHEREAS,***theSeller wishes to make certain amendments to the Purchase Agreement; and

*** ***

***WHEREAS,***the Agent and Blue Ridge arewilling to agree to such amendments.

*** ***

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

1.             Amendments.

 

### (a)           ExhibitI is hereby amended by amending and restating the following definition in itsentirety.

 

***“Purchase Limit”***means$50,000,000.

 

2.             Representationsand Warranties.  In order to induceBlue Ridge and the Agent, on behalf of the other Purchasers, to enter into thisAmendment, each of the Seller Parties hereby represents and warrants to BlueRidge and the Agent, as follows:

 

(a) The execution and delivery by such party of thisAmendment, and the performance of its obligations under the Purchase Agreementas amended hereby, are within such party’s organizational powers and authorityand have been duly authorized by all necessary organizational action on itspart;

 

(b) This Amendment has been duly executed anddelivered by such party, and the Purchase Agreement, as amended hereby,constitutes such party’s legal, valid and binding obligation, enforceableagainst such party 

 

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in accordance with itsterms, except as such enforcement may be limited by applicable bankruptcy,insolvency, reorganization or other similar laws relating to or limitingcreditors’ rights generally and by general principles of equity (regardless ofwhether enforcement is sought in a proceeding in equity or at law), and

 

(c) As of the date hereof, no event has occurred andis continuing that will constitute an Amortization Event or an UnmaturedAmortization Event.

 

3.             ConditionsPrecedent.  This Amendment shallbecome effective as of the date first above written upon execution and deliveryto the Agent of a counterpart hereof by each of the parties hereto.

 

4.             Miscellaneous.

 

(a)           CHOICEOF LAW.  THIS AMENDMENT SHALL BEGOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OFCONFLICTS) OF THE STATE OF NEW YORK.

 

(b)           Counterparts.  This Amendment may be executed in any numberof counterparts and by different parties hereto in separate counterparts, eachof which when so executed shall be deemed to be an original and all of whichwhen taken together shall constitute one and the same agreement.

 

(c)           Ratificationof Purchase Agreement.  Except asexpressly amended hereby, the Purchase Agreement remains unaltered and in fullforce and effect and is hereby ratified and confirmed.

 

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

 
|   | ADC RECEIVABLES CORP. I     |                                       |
|--------|-----------------------------|--------------------------------------------|
|   |                        |                                       |   |
|   |                        |                                       |   |
|   | 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, Controller & Treasurer |   |
|        |                             |                                            |  |  |

 

 

[Seller/Servicer SecondAmendment to RPA Signature Page]

 

 

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|   | BLUE RIDGE ASSET FUNDING CORPORATION                   |
|--------|--------------------------------------------------------|
|   |                                                   |
|   | By:                                                    |   Wachovia Bank, N.A., its  attorney in fact |
|   |                                                   |
|   | By:                                                    | /s/ Darrell R. Barber |   |
|   | Name:                                                  | Darrell R. Barber |   |
|   | Title:                                                 | Managing Director |   |
|   |                                                   |
|   | WACHOVIA BANK, N.A., as a  Liquidity Bank and as Agent |
|   |                                                   |
|   | By:                                                    | /s/ Gary G. Fleming, Jr. |   |
|   | Name:                                                  | Gary G. Fleming, Jr. |   |
|   | Title:                                                 | Director |   |
|   |                                                   |

 

[Seller/Servicer SecondAmendment to RPA Signature Page]

 

 

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