EXHIBIT 10.09


AMENDMENT #1 TO CAPACITY AGREEMENT

EXODUS COMMUNICATIONS, INC.

October 17, 2000

        This
is 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.  Except
as otherwise stated, capitalized terms used herein have the same meaning as set
forth in the Agreement.

        2.  The
“Initial Annual Maintenance Cost Payment Per MCU” column, identified in
Schedule 2A of the Agreement, shall be modified for the Traffic Connections set
out below.

	Traffic Connection		Initial Annual Maintenance
      Cost

      Payment Per MCU (Amended Column)
	
      

    		
      

    
	Amsterdam to Stockholm to
      Berlin		$[***] per STM-4 per annum
	Madrid to Milan to Munich		$[***] per STM-4 per annum
	Berlin to Vienna to Munich		$[***] per STM-4 per annum


        All
other terms and conditions of Schedule 2A remain the same.

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

        4.  All
revised rates are attached hereto and made a part hereof and will be effective
on a go forward basis with Exodus’s first full Billing Cycle following the
execution of this Amendment #1 by Global Crossing.

        5.  The
balance of the Agreement and any executed amendments or addenda thereto not
modified by this Amendment #1 shall remain in full force and effect.

        6.  This
Amendment #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 filed
separately with the Securities and Exchange Commission. Confidential treatment
has 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 Wavelength	1 times the DS-0 miles	$[***]
	2.488 Gbps Linear Wavelengths

        For City Pairs in Exhibit A	1 times the DS-0 miles	$[***]
	2.488 Gbps Linear Wavelength	1.20 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 SONET	3.96 times the DS-0 miles	$[***]
	OC-3 Fully Protected SONET	5.28 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 SONET	4.8	$[***]
	OC-3 Fully Protected SONET	7.2	$[***]


  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 twelve 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.