Exhibit 10.1
UNITED STATES OF AMERICA
BEFORE THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE
SYSTEM
WASHINGTON, D.C.
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Written Agreement by and between
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Docket No.
09-121-WA/RB-HC
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AMERICANWEST BANCORPORATION
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Spokane, Washington
and
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FEDERAL RESERVE BANK OF
SAN FRANCISCO
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San Francisco, California
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WHEREAS, AmericanWest
Bancorporation, Spokane, Washington (“AmericanWest”), a
registered bank holding company, owns and controls AmericanWest
Bank, Spokane, Washington (the “Bank”), a state
chartered nonmember bank, and various nonbank
subsidiaries;
WHEREAS, it is the common goal of
AmericanWest and the Federal Reserve Bank of San Francisco (the
“Reserve Bank”) to maintain the financial soundness of
AmericanWest so that AmericanWest may serve as a source of strength
to the Bank;
WHEREAS, AmericanWest and the
Reserve Bank have mutually agreed to enter into this Written
Agreement (the “Agreement”); and
WHEREAS, on September 11, 2009,
the board of directors of AmericanWest, at a duly constituted
meeting, adopted a resolution authorizing and directing Patrick J.
Rusnak to enter into this Agreement on behalf of AmericanWest, and
consenting to compliance with each and every provision of this
Agreement by AmericanWest and its institution-affiliated parties,
as defined in sections 3(u) and 8(b)(3) of the Federal Deposit
Insurance Act, as amended (the “FDI Act”) (12 U.S.C.
§§ 1813(u) and 1818(b)(3)) .
NOW, THEREFORE, AmericanWest and the
Reserve Bank agree as follows:
Dividends and
Distributions
1. (a) AmericanWest shall not
declare or pay any dividends without the prior written approval of
the Reserve Bank, the Director of the Division of Banking
Supervision and Regulation (the “Director”) of the
Board of Governors of the Federal Reserve System (the “Board
of Governors”).
(b) AmericanWest and any nonbank
subsidiary shall not directly or indirectly take dividends or any
other form of payment representing a reduction in capital from the
Bank without the prior written approval of the Reserve
Bank.
(c) AmericanWest and its nonbank
subsidiaries shall not make any distributions of interest,
principal, or other sums on subordinated debentures or trust
preferred securities without the prior written approval of the
Reserve Bank and the Director.
(d) All requests for prior approval
shall be received by the Reserve Bank at least 30 days prior to the
proposed dividend declaration date, proposed distribution on
subordinated debentures, and required notice of deferral on trust
preferred securities. All requests shall contain, at a minimum,
current and projected information on AmericanWest’s capital,
earnings, and cash flow; the Bank’s capital, asset quality,
earnings, and allowance for loan and lease losses; and
identification of the sources of funds for the proposed payment or
distribution. For requests to declare or pay dividends,
AmericanWest must also demonstrate that the requested declaration
or payment of dividends is consistent with the Board of
Governors’
2
Policy Statement on the Payment of Cash
Dividends by State Member Banks and Bank Holding Companies, dated
November 14, 1985 (Federal Reserve Regulatory Service, 4-877
at page 4-323).
Debt and Stock
Redemption
2. (a) AmericanWest and any
nonbank subsidiary shall not, directly or indirectly, incur,
increase, or guarantee any debt without the prior written approval
of the Reserve Bank. All requests for prior written approval shall
contain, but not be limited to, a statement regarding the purpose
of the debt, the terms of the debt, and the planned source(s) for
debt repayment, and an analysis of the cash flow resources
available to meet such debt repayment.
(b) AmericanWest shall not, directly
or indirectly, purchase or redeem any shares of its stock without
the prior written approval of the Reserve Bank.
Capital Plan
3. Within 60 days of this Agreement,
AmericanWest shall submit to the Reserve Bank an acceptable written
plan to maintain sufficient capita
