Exhibit 99.1
Amendment No. 2 to Agreement and Plan of Merger
This Amendment No. 2 to Agreement and Plan of Merger is dated this 15th
day of August, 2007, and amends the Agreement and Plan of Merger dated November
13, 2006 and previously amended on May 15, 2007, by and among Assabet Valley
Bancorp, HudWest Financial Services, Inc., Hudson Savings Bank, Westborough
Bancorp, MHC, Westborough Financial Services, 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, the parties are defendants in a lawsuit brought by certain
minority stockholders of Westborough Financial Services, Inc.;
WHEREAS, the plaintiffs in the lawsuit sought a preliminary injunction to
stop the consummation of the transactions contemplated by the Merger Agreement;
WHEREAS, on August 14, 2007, the Worcester Superior Court issued an
opinion denying the plaintiffs' motion for a preliminary injunction and stating
that the plaintiffs are not likely to succeed on the merits of the case; and
WHEREAS, the parties now wish to extend the date set forth in Section
9.1(b) of the Merger Agreement to enable them to proceed to close the
transactions contemplated thereby.
NOW THEREFORE, the parties hereto agree as follows:
1. Amendments to Merger Agreement. Section 9.1(b) of the Merger Agreement
(as previously amended) is hereby amended by replacing "August 15, 2007" with
"August 31, 2007" in the third line thereof.
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. 2 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. 2 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. 2 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]
IN WITNESS WHEREOF, each of the parties has executed this Amendment No. 2
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
