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Exhibit
10.4.2
AMENDMENT NO. 1 TO BOARD
MEMBERSHIP AGREEMENT
THIS AMENDMENT NO. 1 TO
BOARD MEMBERSHIP AGREEMENT, dated as of March 10, 2008 (this
“Amendment”), is by and among PAETEC Holding Corp. (the
“Company”), each person listed in the signature pages
hereof under the heading “Fidelity Stockholders”
(collectively, the “Fidelity Stockholders”) and each
person listed on the signature pages hereof under the heading
“Wayzata Stockholders” (collectively, the
“Wayzata Stockholders”). !
WHEREAS, the parties have
entered into that certain Board Membership Agreement, dated as of
February 8, 2008 (the “Agreement”); and
WHEREAS the parties desire to
amend the Agreement as hereinafter provided to modify the date by
which the Wayzata Stockholders must make an initial designation of
an individual for appointment or for nomination to the Board of
Directors of the Company to avoid the expiration of such
right;
NOW, THEREFORE, in
consideration of the foregoing and the mutual promises and
agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment of
Definitions . Clause (c) of the definition of “
Wayzata Board Membership Period ” in Section 1.1
is hereby deleted in its entirety and replaced with the
following:
“(c) May 8, 2008,
but only if the Wayzata Stockholders shall not have made an initial
designation pursuant to Section 2.1 on or before May 8,
2008.”
2. Effectiveness .
This Amendment shall be effective as of the date hereof. From and
after the effectiveness of this Amendment, each reference in the
Agreement to “this Agreement” shall mean the Agreement
as amended by this Amendment. Except as amended by this Amendment,
the terms and provisions of the Agreement shall remain
unchanged.
3. Counterparts . This
Amendment may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when
executed and delivered shall be deemed to be an original but all of
which taken together shall constitute one and the same
agreement.
4. Governing Law; Consent
to Jurisdiction . This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Delaware
without giving effect to principles of conflicts of law.
[Signature pages
follow]
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first
above written.
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