Exhibit 4.2
PSINET INC.
FIRST AMENDMENT TO
DEPOSIT AGREEMENT
THIS FIRST AMENDMENT TO DEPOSIT AGREEMENT, dated as of February 7, 2000
(this "First Amendment"), by and between PSINet Inc., a New York corporation
(the "Company") and Wilmington Trust Company (the "Deposit Agent"), as deposit
agent for the benefit of the Holders of the 7% Series D Cumulative Convertible
Preferred Stock (the "Preferred Stock").
W I T N E S S E T H :
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WHEREAS, the Company and the Deposit Agent are parties to that certain
Deposit Agreement, dated as of February 1, 2000 (the "Deposit Agreement");
WHEREAS, the Company and the Deposit Agent desire to amend the Deposit
Agreement in the manner set forth in this First Amendment;
WHEREAS, on February 2, 2000, the purchasers exercised their option under
the Purchase Agreement in respect of the purchase of the Over-Allotment Shares
(the "Over-Allotment Offering"); and
WHEREAS, all capitalized terms not defined herein have the meanings
ascribed to them in the Deposit Agreement.
NOW, THEREFORE, in consideration of the above premises and such other good
and valuable consideration the sufficiency of which is hereby acknowledged, each
party agrees for the benefit of the other, as follows:
ARTICLE 1
AMENDMENT
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Section 1.1 Exhibit B Amendment. The Deposit Agreement is hereby amended
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to modify Exhibit B thereto to add thereto the list of Treasury strips in the
form attached hereto as Schedule A, which Treasury strips shall be purchased for
purposes of investing the funds deposited into the Deposit Account in connection
with the offering of the Over-Allotment Shares.
ARTICLE 2
MISCELLANEOUS
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Section 2.1 Governing Law. This First Amendment shall be governed and
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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
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number of counterparts all of which, taken together, shall constitute the same
agreement.
Section 2.3 Deposit Agreement. Except as amended hereby, the Deposit
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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 Deposit Agreement shall mean the Deposit
Agreement as amended by this First Amendment.
[signatures appear on the following page]
-2-
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the date and year first above written.
PSINET INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President and Controller
WILMINGTON TRUST COMPANY
By: /s/ Xxxxx X. XxXxxxxx
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Name: Xxxxx X. XxXxxxxx
Title: Authorized Xxxxxx
Schedule A
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PSINet Inc.
DEPOSIT ACCOUNT PURCHASES
Amendment
Trade Settlement Date: 02/07/00
CUSIP # FACE ISSUE PRICE COST
VALUE
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000000XX0 $2,528,000.00 U.S. TREASURY STRIP 0.98504 $2,490,181.12
DUE 5/15/2000
000000XX0 $2,187,000.00 U.S. TREASURY STRIP 0.97012 $2,121,652.44
DUE 8/15/00
000000XX0 $2,188,000.00 U.S. TREASURY STRIP 0.95398 $2,087,308.24
DUE 11/15/00
000000XX0 $2,187,000.00 U.S. TREASURY STRIP 0.93766 $2,050,662.42
DUE 2/15/01
Total Value $9,090,000.00 $8,749,804.22
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Less Excess Deposit
Funds $ (130,648.64)
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Total Funding of Deposit
Account $8,619,155.58
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