Exhibit
10-b


 


SECOND
AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT


 


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


 


PRELIMINARY STATEMENTS


 


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


 


WHEREAS, the Agent and Blue Ridge are
willing to agree to such amendments.


 


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)           Exhibit
I is hereby amended by amending and restating the following definition in its
entirety.


 


“Purchase Limit” means
$50,000,000.


 


2.             Representations
and Warranties.  In order to induce
Blue Ridge and the Agent, on behalf of the other Purchasers, to enter into this
Amendment, each of the Seller Parties hereby represents and warrants to Blue
Ridge and the Agent, as follows:


 


(a) The execution and delivery by such party of this
Amendment, and the performance of its obligations under the Purchase 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 Purchase 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 an Amortization Event or an Unmatured
Amortization Event.


 


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


 


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 Purchase Agreement.  Except as
expressly amended hereby, the Purchase Agreement remains unaltered and in full
force and effect and is hereby ratified and confirmed.


 


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 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 Second
Amendment to RPA Signature Page]


 


 

















 


	
   

  	
  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 Second
Amendment to RPA Signature Page]