Exhibit 99.1
Amendment No. 1 to Agreement and Plan of Merger
This Amendment No. 1 to Agreement and Plan of Merger is dated this 15th
day of May, 2007, and amends the Agreement and Plan of Merger dated November
13, 2006 by and among Assabet Valley Bancorp, HudWest Financial Services, Inc.,
Hudson Savings Bank, Westborough Bancorp, MHC, Westborough Financial, Inc., and
The Westborough Bank (the "Merger Agreement"). Capitalized terms used but not
defined herein shall have the meaning set forth in the Merger Agreement.
WHEREAS, as a condition to, and in connection with, the execution of the
Merger Agreement, Westborough MHC executed a Voting Agreement pursuant to which
such stockholders agreed, among other things, to vote their shares of common
stock of Westborough Financial in favor of the Merger; and
WHEREAS, Westborough MHC has requested that Assabet waive compliance by
Westborough MHC with the Voting Agreement, enabling Westborough MHC to vote its
shares of Westborough Financial common stock as determined by the Westborough
MHC Board of Trustees; and
WHEREAS, as a condition of Assabet's willingness to waive compliance by
Westborough MHC with the Voting Agreement, Assabet has required that the Merger
Agreement be amended in the manner set forth herein.
NOW THEREFORE, the parties hereto agree as follows:
1. Amendments to Merger Agreement.
(a) Section 9.1(b) of the Merger Agreement is hereby amended by
replacing "June 30, 2007" with "August 15, 2007" in the third line
thereof.
(b) Section 9.3(b) of the Merger is hereby deleted and the
following new Section 9.3(b) is inserted in lieu thereof:
"(b) If this Agreement shall have been terminated
(i) by AVB pursuant to Section 9.1(d) because of
Westborough's willful breach of any representation, warranty,
covenant or agreement under this Agreement;
(ii) by AVB or Westborough pursuant to Section
9.1(e)(i) or 9.1(e)(ii); or
(iii) by AVB or Westborough pursuant to Section 9.1(b)
without a vote of the shareholders of Westborough
contemplated by this Agreement having occurred;
then if and only if within 12 months after such termination
Westborough enters into a definitive agreement with respect
to a Change in Control Transaction, or a
1
Change in Control Transaction is consummated, then
Westborough shall pay the Westborough Special Payment payable
to AVB."
2. Full Force and Effect. Except as expressly amended hereby, the Merger
Agreement shall continue in full force and effect in accordance with its terms.
3. Governing Law. This Amendment No. 1 to Agreement and Plan of Merger
shall be governed by, and construed and enforced in accordance with, the
substantive laws of the Commonwealth of Massachusetts, without giving effect to
its conflicts of laws rules.
4. Counterparts and Facsimile Signatures. This Amendment No. 1 to
Agreement and Plan of Merger may be executed in any number of counterparts,
each of which when so executed and delivered shall be taken to be an original;
but such counterparts shall together constitute one and the same document.
Facsimile execution and delivery of this Amendment No. 1 to Agreement and Plan
of Merger by any of the parties shall be legal, valid and binding execution and
delivery of such document for all purposes.
[Signature page follows]
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IN WITNESS WHEREOF, each of the parties has executed this Amendment No. 1
to Agreement and Plan of Merger as an instrument under seal as of the date
first written above.
ASSABET VALLEY BANCORP WESTBOROUGH BANCORP, MHC
By: /s/ Xxxx X. X'Xxxxxxx By: /s/ Xxxxxx X. XxxXxxxxxx
------------------------------------ ---------------------------------------
Xxxx X. X'Xxxxxxx, President and CEO Xxxxxx X. XxxXxxxxxx, President and CEO
By: /s/ Xxxxxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxxxx
------------------------------------ ---------------------------------------
Xxxxxxxx Xxxxxxxx, Treasurer Xxxx X. Xxxxxxxxxx, Treasurer
HUDWEST FINANCIAL, INC. WESTBOROUGH FINANCIAL SERVICES, INC
By: /s/ Xxxx X. X'Xxxxxxx By: /s/ Xxxxxx X. XxxXxxxxxx
------------------------------------ ---------------------------------------
Xxxx X. X'Xxxxxxx, President and CEO Xxxxxx X. XxxXxxxxxx, President and CEO
By: /s/ Xxxxxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxxxx
------------------------------------ ---------------------------------------
Xxxxxxxx Xxxxxxxx, Treasurer Xxxx X. Xxxxxxxxxx, Treasurer
XXXXXX SAVINGS BANK THE WESTBOROUGH BANK
By: /s/ Xxxx X. X'Xxxxxxx By: /s/ Xxxxxx X. XxxXxxxxxx
------------------------------------ ---------------------------------------
Xxxx X. X'Xxxxxxx, President and CEO Xxxxxx X. XxxXxxxxxx, President and CEO
By: /s/ Xxxxxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxxxx
------------------------------------ ---------------------------------------
Xxxxxxxx Xxxxxxxx, Treasurer Xxxx X. Xxxxxxxxxx, Treasurer
SIGNATURE PAGE -- AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (B3352966)
