**EXHIBIT 10.09**

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**AMENDMENT #1 TO CAPACITY AGREEMENT**

**EXODUS COMMUNICATIONS, INC.**

**October 17, 2000**

        Thisis Amendment #1 to the Capacity Agreement between Global Crossing Bandwidth,Inc. f/k/a Frontier Communications of the West, Inc. (“**Global Crossing**”)and Exodus Communications, Inc. (“**Exodus**”), dated September 28, 2000,as amended (the “Agreement”).

        1.  Exceptas otherwise stated, capitalized terms used herein have the same meaning as setforth in the Agreement.

        2.  The“Initial Annual Maintenance Cost Payment Per MCU” column, identified inSchedule 2A of the Agreement, shall be modified for the Traffic Connections setout below.
**Traffic Connection****Initial Annual Maintenance      Cost****Payment Per MCU (Amended Column)**Amsterdam to Stockholm to      Berlin$[***] per STM-4 per annumMadrid to Milan to Munich$[***] per STM-4 per annumBerlin to Vienna to Munich$[***] per STM-4 per annum
        Allother terms and conditions of Schedule 2A remain the same.

        3.  ExhibitD of the Agreement shall be deleted in its entirety and replaced with AmendedExhibit D, attached herewith.

        4.  Allrevised rates are attached hereto and made a part hereof and will be effectiveon a go forward basis with Exodus’s first full Billing Cycle following theexecution of this Amendment #1 by Global Crossing.

        5.  Thebalance of the Agreement and any executed amendments or addenda thereto notmodified by this Amendment #1 shall remain in full force and effect.

        6.  ThisAmendment #1 is effective as of the date signed by Global Crossing below.
    **GLOBAL CROSSING BANDWIDTH,      INC.****F/K/A FRONTIER COMMUNICATIONS OF THE WEST, INC.** By:  /s/Anthony T. Sgroi      Anthony T. Sgroi, Sr. Vice      President      North American Carrier Services Date  October 30, 2000    **EXODUS COMMUNICATIONS, INC.** By:  /s/Donald P. Casey      Donald P. Casey      President and COO Date:  October 23, 2000
[***] Certain information on this page has been omitted and filedseparately with the Securities and Exchange Commission. Confidential treatmenthas been requested with respect to the omitted portions. 
**DELIVERY PERIODS AND MILEAGE AND RATE  CONVERSION MATRIX**

I.  DELIVERY PERIODS:

        Global  Crossing will deliver the services and capacities set out in Paragraph A below  within the periods set out below. Delivery will be from acceptance of a  completed order by Global Crossing.

        A.  SERVICE  DELIVERY PERIODS:

              OC-3  Fully Protected SONET  60 days following acceptance of completed  order

              OC-12  Fully Protected SONET  60 days following acceptance of completed  order

              2.5  Gbps Linear Wavelength  90 days following acceptance of completed  order

II.  MILEAGE CONVERSION MATRIX:

        Total DS-0  Channel Miles:  [***]

        For 9.953  Gbps or 2.488 Gbps Wavelength Services, the following conversion ratios and  rates will apply. Global Crossing Bandwidth, Inc. represents that such rates  and the pricing contained in Schedule 2A are no less favorable than the  pricing described in Annex B of the Network Services, Marketing and  Cooperation Agreement entered into as of September 27, 2000 between the  Purchaser and Global Crossing Ltd.
**Service****Conversion Ratio****Net effective Rate        per DS-0****Channel Mile**9.953 Gbps Linear Wavelength1 times the DS-0 miles$[***]2.488 Gbps Linear Wavelengths        For City Pairs in Exhibit A1 times the DS-0 miles$[***]2.488 Gbps Linear Wavelength1.20 times the DS-0 miles$[***]
        For OC-3 or  OC-12 SONET Services, the following conversion ratios and rates will apply:
OC-12 Fully Protected SONET3.96 times the DS-0 miles$[***]OC-3 Fully Protected SONET5.28 times the DS-0 miles$[***]
        For example,  if Exodus orders an OC-12 SONET circuit on any City Pair, the DS-0 mile for  such circuit will be multiplied by 3.96 and the product will be deducted from  the Total Initial Channel Miles.

        For OC-3 and  OC-12 SONET Services ordered in excess of greater than 15% of the Total DS-0  Miles (being 860,284,327), the DS-0 channel mile rate will be as follows:
**Service****Conversion Ratio****Net effective Rate        per DS-0****Channel Mile**OC-12 Fully Protected SONET4.8$[***]OC-3 Fully Protected SONET7.2$[***]
III.  FORECASTING

        Within  thirty (30) days after execution of this Agreement, the parties will establish  mutually agreeable forecasting procedures.

IV.  CIRCUIT CANCELLATION PENALTIES:

        In the event  that Exodus cancels an order for a circuit more than [***] days and less than  [***] days prior to the agreed upon delivery date, Global Crossing will deduct  from the Total Initial Channel Miles an amount equal to [***]% of the value of  [***] month’s DS-0 channel miles for the cancelled circuit, unless Global  Crossing has given notice that such circuit will be delivered late in  accordance with Exhibit E Section I(C).
[***] Certain information on this page has been omitted and  filed separately with the Securities and Exchange Commission. Confidential  treatment has been requested with respect to the omitted portions.
             In    the event that Exodus cancels an order for a circuit within [***] days prior    to the agreed upon delivery date, Global Crossing will deduct from the Total    Initial Channels Miles an amount equal to [***] % of the value of [***]    month’s DS-0 channel miles for the cancelled circuit; unless the canceled    service is replaced with another service of equal or greater capacity and    value and provided that such deduction shall only be made for the first    [***] circuits cancelled in any [***] month period.
[***] Certain information on this page has been    omitted and filed separately with the Securities and Exchange Commission.    Confidential treatment has been requested with respect to the omitted    portions.
 

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