RECEIVABLES SALE AGREEMENT DATED AS OF DECEMBER 12, 2001 AMONG ADC DSL SYSTEMS, INC., AS ORIGINATOR, ADC TELECOMMUNICATIONS, INC., AS ORIGINATOR AGENT, AND ADC RECEIVABLES CORP. I, AS BUYERReceivables Sale Agreement • January 16th, 2002 • Adc Telecommunications Inc • Telephone & telegraph apparatus • New York
THIS RECEIVABLES SALE AGREEMENT, dated as of December 12, 2001, is by and among ADC DSL Systems, Inc., a Delaware corporation ( "Originator" ), ADC Telecommunications, Inc., a Minnesota corporation ( "ADC Telecom" ), in its capacity as agent for Originator (in such capacity, the "Originator Agent" ), and ADC Receivables Corp. I, a Minnesota corporation ( "Buyer" ). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto (or, if not defined in Exhibit I hereto, the meaning assigned to such term in Exhibit I to the Purchase Agreement).
Oral Agreement Regarding Health Insurance CoverageOral Agreement Regarding Health Insurance Coverage • January 16th, 2002 • Adc Telecommunications Inc • Telephone & telegraph apparatus
In connection with Hemp's retirement from ADC on November 16, 2001, ADC agreed to pay the employer portion of Hemp's COBRA medical and dental insurance coverage for one calendar month following his termination of employment, through December 31, 2001. ADC's total costs for such coverage total $490.75, as follows:
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 AGENTReceivables Purchase Agreement • January 16th, 2002 • Adc Telecommunications Inc • Telephone & telegraph apparatus • New York
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.
FOURTH AMENDMENT TO PARTICIPATION AGREEMENTParticipation Agreement • January 16th, 2002 • Adc Telecommunications Inc • Telephone & telegraph apparatus
THIS FOURTH AMENDMENT TO PARTICIPATION AGREEMENT, dated as of December 11, 2001 (this "Amendment"), amends the Participation Agreement, dated as of October 22, 1999, by and among ADC Telecommunications, Inc., a Minnesota corporation ("ADC" or "Lessee"), as Lessee; Lease Plan North America, Inc., not in its individual capacity, except as expressly stated therein, but solely as Agent Lessor for the Participants (the "Agent Lessor"); the Persons named on Schedule I thereto, as Participants; and ABN AMRO Bank N.V., as Administrative Agent, as amended by (A) the First Amendment to Participation Agreement, dated as of January 29, 2001 (the "First Amendment"), (B) the Second Amendment to Participation Agreement, dated as of August 24, 2001 (the "Second Amendment") and (C) the Third Amendment to the Participation Agreement and Lease, dated as of October 31, 2001 (the "Third Amendment") (as so amended by the First Amendment, the Second Amendment and the Third Amendment, the "Participation Agree
SEPARATION AGREEMENTSeparation Agreement • January 16th, 2002 • Adc Telecommunications Inc • Telephone & telegraph apparatus • Minnesota
This SEPARATION AGREEMENT, dated as of October 22, 2001 (the "Signature Date"), is made and entered into between ADC Telecommunications, Inc., a Minnesota corporation ("ADC"), and Lynn J. Davis, an individual resident of the state of Minnesota ("Davis").
FIFTH AMENDMENT TO PARTICIPATION AGREEMENTParticipation Agreement • January 16th, 2002 • Adc Telecommunications Inc • Telephone & telegraph apparatus
THIS FIFTH AMENDMENT TO PARTICIPATION AGREEMENT, dated as of December 31, 2001 (this " Amendment "), amends the Participation Agreement, dated as of October 22, 1999, by and among ADC Telecommunications, Inc., a Minnesota corporation (" ADC " or " Lessee "), as Lessee; Lease Plan North America, Inc., not in its individual capacity, except as expressly stated therein, but solely as Agent Lessor for the Participants (the " Agent Lessor "); the Persons named on Schedule I thereto, as Participants; and ABN AMRO Bank N.V., as Administrative Agent, as amended by (A) the First Amendment to Participation Agreement, dated as of January 29, 2001 (the " First Amendment "), (B) the Second Amendment to Participation Agreement, dated as of August 24, 2001 (the " Second Amendment "), (C) the Third Amendment to the Participation Agreement and Lease, dated as of October 31, 2001 (the " Third Amendment ") and (D) the Fourth Amendment to the Participation Agreement and Lease, dated as of December 11, 200
PERFORMANCE UNDERTAKINGPerformance Undertaking • January 16th, 2002 • Adc Telecommunications Inc • Telephone & telegraph apparatus • New York
THIS PERFORMANCE UNDERTAKING (this "Undertaking" ), dated as of December 12, 2001, is executed by ADC Telecommunications, Inc., a Minnesota corporation (the "Performance Guarantor" ) in favor of ADC Receivables Corp. I, a Minnesota corporation (together with its successors and assigns, "Recipient" ).
SECOND AMENDMENT TO PARTICIPATION AGREEMENTParticipation Agreement • January 16th, 2002 • Adc Telecommunications Inc • Telephone & telegraph apparatus
THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT, dated as of August 24, 2001 (this " Amendment "), amends the Participation Agreement, dated as of October 22, 1999, by and among ADC Telecommunications, Inc., a Minnesota corporation, as Lessee; Lease Plan North America, Inc., not in its individual capacity, except as expressly stated therein, but solely as Agent Lessor for the Participants; the Persons named on Schedule I thereto, as Participants; and ABN AMRO Bank N.V., as Administrative Agent, as amended by the First Amendment to Participation Agreement, dated as of January 29, 2001 (the " First Amendment ") (as so amended by the First Amendment, the " Participation Agreement "). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in Appendix 1 to the Participation Agreement.
FIRST AMENDMENT TO PARTICIPATION AGREEMENTParticipation Agreement • January 16th, 2002 • Adc Telecommunications Inc • Telephone & telegraph apparatus
THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT, dated as of January 29, 2001 (this " Amendment "), amends the Participation Agreement, dated as of October 22, 1999 (the " Participation Agreement "), by and among ADC Telecommunications, Inc., a Minnesota corporation, as Lessee; Lease Plan North America, Inc., not in its individual capacity, except as expressly stated therein, but solely as Agent Lessor for the Participants; the Persons named on Schedule I thereto, as Participants; and ABN AMRO Bank N.V., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in Appendix 1 to the Participation Agreement.
FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • January 16th, 2002 • Adc Telecommunications Inc • Telephone & telegraph apparatus • New York
THIS FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of December 21, 2001 (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.
FIRST AMENDMENT TO RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • January 16th, 2002 • Adc Telecommunications Inc • Telephone & telegraph apparatus • New York
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.
FIRST AMENDMENT TO RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • January 16th, 2002 • Adc Telecommunications Inc • Telephone & telegraph apparatus • New York
THIS FIRST AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of December 21, 2001 (this " Amendment "), is by and among ADC DSL Systems, 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.
THIRD AMENDMENT TO PARTICIPATION AGREEMENT AND LEASEParticipation Agreement and Lease • January 16th, 2002 • Adc Telecommunications Inc • Telephone & telegraph apparatus
THIS THIRD AMENDMENT TO PARTICIPATION AGREEMENT AND LEASE, dated as of October 31, 2001 (this " Amendment "), amends (i) the Participation Agreement, dated as of October 22, 1999, by and among ADC Telecommunications, Inc., a Minnesota corporation (" ADC " or " Lessee "), as Lessee; Lease Plan North America, Inc., not in its individual capacity, except as expressly stated therein, but solely as Agent Lessor for the Participants (the " Agent Lessor "); the Persons named on Schedule I thereto, as Participants; and ABN AMRO Bank N.V., as Administrative Agent, as amended by (A) the First Amendment to Participation Agreement, dated as of January 29, 2001 (the " First Amendment ") and (B) the Second Amendment to Participation Agreement, dated as of August 24, 2001 (the " Second Amendment ") (as so amended by the First Amendment and the Second Amendment, the " Participation Agreement ") and (ii) the Lease, dated as of October 22, 1999 between ADC, as Lessee and Mortgagor, and the Agent Lessor,
