AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT, dated February 7, 2000 (this "First Amendment") to the Registration Rights Agreement dated as of February 1, 2000 (the "Rights Agreement"), among...

                                                                    EXHIBIT 10.2

                                AMENDMENT NO. 1
                                       TO
                         REGISTRATION RIGHTS AGREEMENT


     AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT, dated February 7, 2000
(this "First Amendment") to the Registration Rights Agreement dated as of
February 1, 2000 (the "Rights Agreement"), among Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation, Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. Incorporated, Bear, Xxxxxxx & Co. Inc.,
Chase Securities Inc. and BancBoston Xxxxxxxxx Xxxxxxxx Inc., (together, the
"Initial Purchasers"), and with PSINet Inc., a New York corporation (the
"Company").

                                   WITNESSETH:

     WHEREAS, the parties entered into the Purchase Agreement for the purchase
and sale of 14,000,000 shares of 7% Series D Cumulative Convertible Preferred
Stock of the Company ("Preferred Stock") pursuant to the Purchase Agreement (the
"Purchase Agreement") dated January 26, 2000 between the Initial Purchasers and
the Company;

     WHEREAS, Section 3 (b) of the Purchase Agreement provides that the Company
and the Initial Purchasers shall enter into the Rights Agreement;

     WHEREAS, Section 2 of the Purchase Agreement provides the Initial
Purchasers with an option to purchase an additional 2,500,000 shares of
Preferred Stock (the "Option Shares");

     WHEREAS, on February 2, 2000 the Purchasers exercised their right to
purchase the Option Shares;

     WHEREAS, on February 1, 2000 the Company and the Initial Purchasers
executed the Rights Agreement;

     WHEREAS, the parties desire to amend the Rights Agreement to include the
Option Shares; and

     WHEREAS, capitalized terms used herein and not defined herein shall have
the meanings set forth in such Purchase Agreement.


     NOW, THEREFORE, the parties agree as follows:


                                   ARTICLE I

                                   AMENDMENT
                                   ---------

     Section 1.1. The first paragraph of the preamble to the Rights Agreement is
deleted and restated as follows:

          "This Registration Rights Agreement (this "Agreement") is made and
                                                     ---------
          entered into as of February 1, 2000, by and among PSINet Inc., a New
          York corporation (the "Company"), and Xxxxxxxxx, Lufkin & Xxxxxxxx
                                 -------
          Securities Corporation, Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce,
          Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. Inc., Bear Xxxxxxx &
          Co. Inc., BancBoston Xxxxxxxxx Xxxxxxxx, and Xxxxx Securities Inc.
          (each an "Initial Purchaser" and, collectively, the "Initial
                    -----------------                          -------
          Purchasers"), each of whom (or their respective affiliates) has agreed
          ----------
          to purchase the Company's 16,500,000 shares of 7% Series D Cumulative
          Preferred Stock of the Company (the "Preferred Stock") pursuant to the
          Purchase Agreement (as defined below).".


                                   ARTICLE II

                                  MISCELLANEOUS
                                  -------------

     Section 2.1 Governing Law. This First Amendment shall be governed and
                 -------------
construed in accordance with the laws of the State of New York without reference
to its principles of conflicts of law.

     Section 2.2 Counterparts. This First Amendment may be executed in any
                 ------------
number of counterparts all of which, taken together, shall constitute the same
agreement.

     Section 2.3 Rights Agreement. Except as amended hereby, the Rights
                 ----------------
Agreement is in all respects ratified and confirmed and all the terms thereof
shall remain in full force and effect. From and after the effectiveness of this
First Amendment, any reference to the Rights Agreement shall mean the Rights
Agreement as amended by this First Amendment.

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IN WITNESS WHEREOF, the parties have executed this First Amendment as of the
date first written above.

                              PSINET INC.



                              By: /s/ Xxxxxxx X. Xxxxxxxxx
                                 --------------------------------------
                                  Name:   Xxxxxxx X. Xxxxxxxxx
                                  Title:  Vice President and Controller


XXXXXXXXX, LUFKIN & XXXXXXXX
 SECURITIES CORPORATION
XXXXXXX XXXXX & CO.,
XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX
 INCORPORATED
XXXXXX XXXXXXX & CO. INCORPORATED
BEAR XXXXXXX & CO. INC.
BANCBOSTON XXXXXXXXX XXXXXXXX INC.
XXXXX SECURITIES INC.

Acting severally on behalf of
 themselves and the several
 Initial Purchasers named in
 Schedule I hereto

By:  XXXXXXXXX, LUFKIN & XXXXXXXX
      SECURITIES CORPORATION

By: /s/ Xxxxxxx Xxxxxxx
   ------------------------------
   Name:  Xxxxxxx Xxxxxxx
   Title: Vice President

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