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                       THE COMPANIES LAW (1995 REVISION)
                           Company Limited by Shares

                              AMENDED AND RESTATED
                           MEMORANDUM OF ASSOCIATION

                                       OF

                           GLOBAL CROSSING LTD., LDC



1.   The name of the Company is GLOBAL CROSSING LTD., LDC.

2.   The Registered Office of the Company will be situate at the offices of W.S.
     WALKER & COMPANY,  CALEDONIAN HOUSE, MARY STREET, P.O. BOX 265G, GEORGE
     TOWN, GRAND CAYMAN, CAYMAN ISLANDS or at such other location as the
     Directors may from time to time determine.

3.   The objects for which the Company is established are unrestricted and the
     Company shall have full power and authority to carry out any object not
     prohibited by any law as provided by Section 6(4) of The Companies Law
     (1995 Revision).

4.   The Company shall have and be capable of exercising all the functions of a
     natural person of full capacity irrespective of any question of corporate
     benefit as provided by Section 26(2) of The Companies Law (1995 Revision).

5.   Nothing in the preceding sections shall be deemed to permit the Company to
     carry on the business of a Bank or Trust Company without being licensed in
     that behalf under the provisions of the Banks and Trust Companies Law (1995
     Revision) or to carry on Insurance Business from within the Cayman Islands
     or the business of an Insurance Manager, Agent, Sub-agent or Broker without
     being licensed in that behalf under the provisions of the Insurance Law
     (1995 Revision) or to carry on the business of Company Management without
     being licensed in that behalf under the provisions of the Companies
     Management Law (1996 Revision).

6.   The Company will not trade in the Cayman Islands with any person, firm or
     corporation except in furtherance of the business of the Company carried on
     outside the Cayman Islands; Provided that nothing in this section shall be
     construed as to prevent the Company effecting and concluding contracts in
     the Cayman Islands, and exercising in the Cayman Islands all of its powers
     necessary for the carrying on of its business outside the Cayman Islands.

7.   The liability of the members is limited to the amount, if any, unpaid on
     the shares respectively held by them.

 
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8.   The capital of the Company is US$50,000.00 divided into 1,000,000,000 CLASS
     A SHARES of a nominal or par value of US$0.000001 each, 1,000,000,000 CLASS
     B SHARES  of a nominal or par value of US$0.000001 each, 1,000,000,000
     CLASS C SHARES of a nominal or par value of US$0.000001 each, 3,000,000,000
     CLASS D SHARES of a nominal or par value of US$0.000001 each, 1,000,000,000
     CLASS E SHARES of a nominal or par value of US$0.000001 each and
     43,000,000,000 UNDESIGNATED SHARES of a nominal or par value of US$0.000001
     each provided always that subject to the provisions of The Companies Law
     (1995 Revision) and the Articles of Association the Company shall have
     power to redeem or purchase any of its shares and to sub-divide or
     consolidate the said shares or any of them and to issue all or any part of
     its capital whether original, redeemed, increased or reduced with or
     without any preference, priority or special privilege or subject to any
     postponement of rights or to any conditions or restrictions whatsoever and
     so that unless the conditions of issue shall otherwise expressly provide
     every issue of shares whether stated to be Ordinary, Preference or
     otherwise shall be subject to the powers on the part of the Company
     hereinbefore provided.

9.   The Company may exercise the power contained in Section 223 of The
     Companies Law (1995 Revision) to deregister in the Cayman Islands and be
     registered by way of continuation in some other jurisdiction.

10.  The duration of the Company is limited to a period of thirty years from the
     date of its incorporation.