: Fenix Investors

AMENDMENT NO. 1 dated as of October 16, 2000 among GLOBAL CROSSING LTD., a Bermuda corporation (“Limited”), GLOBAL CROSSING HOLDINGS LTD., a Bermuda corporation (“GCHL”), GLOBAL CROSSING NORTH AMERICA, INC., a New York corporation (“GCNA” and, together with GCHL, the “Borrowers”; the Borrowers and Limited being referred to herein collectively as the “Obligor”), and THE CHASE MANHATTAN BANK, as Administrative Agent for the Lenders referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

where the definition of Consolidated EBITDA is amended and restated to read in its entirety as

“(d) consolidated interest expense included in a consolidated income statement (without deduction of interest income) of the Restricted Persons for such period, whether paid or accrued and whether or not capitalized (and including without limitation or duplication (or, to the extent not so included, with the addition of) (i) the interest component of any deferred payment obligations, (ii) the interest component of all payments associated with Capital Lease Obligations, (iii) commissions, discounts and other fees and charges incurred in respect of Letter of Credit or bankers’ acceptance financings, (iv) net payments or receipts (if any) pursuant to Hedging Agreements that relate to the hedging of interest rate fluctuations and (v) dividends paid in cash in respect of Disqualified Stock), plus”.

and the definition of Total Indebtedness is amended and restated to read in its entirety as

“For purposes of computing Total Indebtedness in determining compliance with Sections 2.11 (d) and 6.13, (i) the outstanding principal amount of the Indebtedness of the Restricted Persons shall be deemed reduced by an amount equal to the amount in excess of $100,000,000 of cash (other than cash held as collateral for any obligation other than the Obligations) on the consolidated balance sheet of the Restricted Persons as of such date and (ii) for so long as the GCNA Guarantee shall be in effect, the amount of Indebtedness of GCNA outstanding in respect thereof as of any date shall be deemed to be equal to the greater of (x) $200,000,000 and (y) the aggregate amount of outstanding Indebtedness under the FSTI Credit Agreement that is due and unpaid as of such date.”