This VOTING
AGREEMENT ( “Voting Agreement” ) is made and
entered into as of October 18, 2006 by and between
AmericanWest Bancorporation, a Washington corporation (
“AmericanWest” ), and the signatory hereto (
“Shareholder” ).
WHEREAS,
AmericanWest and Far West Bancorporation, a Utah corporation (
“Far West” ), have entered into that certain
Agreement and Plan of Merger, dated as of the date hereof (the
“Merger Agreement” ), pursuant to which Far West
will be merged (the “Merger” ) with and into
AmericanWest, and Far West Bank, a Utah bank and a wholly-owned
subsidiary of Far West ( “Far West Bank” ), will
be merged with and into AmericanWest Bank, a Washington banking
corporation and a wholly-owned subsidiary of AmericanWest (
“AmericanWest Bank” ), and pursuant to which
Shareholder will receive, for each share of Far West common stock (
“Far West Common Stock” ) held, such
consideration as set forth in the Merger Agreement for all of
Shareholder’s shares of Far West Common Stock; and
WHEREAS, as a
condition to its willingness to enter into the Merger Agreement,
AmericanWest has required that Shareholder, solely in
Shareholder’s capacity as a Far West shareholder, enter into,
and Shareholder has agreed to enter into, this Voting
Agreement.
NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable
consideration (the receipt, adequacy and sufficiency of which the
parties hereby acknowledge by their execution hereof), the parties
hereby agree as follows:
1.
Representations and Warranties of Shareholder .
Shareholder hereby represents and warrants to AmericanWest as
follows:
(a)
Authority . Shareholder has all necessary power and
authority to enter into this Voting Agreement and perform all of
such Shareholder’s obligations hereunder. This Voting
Agreement has been duly and validly executed and delivered by
Shareholder (and Shareholder’s spouse, if the Shares (as
defined below) constitute joint or community property) and
constitutes a valid and binding agreement of and is enforceable
against Shareholder, and Shareholder’s spouse, as the case
may be, in accordance with its terms.
(b) Ownership
of Shares . Shareholder is the beneficial owner or
record holder of the number of shares of Far West Common Stock
indicated under Shareholder’s name on the signature page
hereto (the “Existing Shares” , and together
with any shares of Far West Common Stock acquired by Shareholder
after the date hereof, the “Shares” ) and, as of
the date hereof, the Existing Shares constitute all the shares of
Far West Common Stock owned of record or beneficially by
Shareholder. With respect to the Existing Shares, subject to
applicable community property laws, Shareholder has sole voting
power and sole power to issue instructions with respect to the
matters set forth in Section 2 hereof, sole power of
disposition, sole power to demand appraisal rights and sole power
to engage in actions set forth in Section 2 hereof, with no
restrictions on the voting rights, rights of disposition or
otherwise, subject to applicable laws and the terms of this Voting
Agreement.
(c) No
Conflicts . Neither the execution and delivery of this
Voting Agreement nor the performance by Shareholder of
Shareholder’s obligations hereunder will conflict with or
constitute a violation of or default under any contract,
commitment, agreement, arrangement or restriction of any kind to
which Shareholder is a party or by which Shareholder or the Shares
are bound.
2. Voting
Agreement and Agreement Not to Transfer .
(a) Voting
. Shareholder hereby agrees to vote all of the Shares held by
Shareholder (i) in favor of the principal terms of the Merger,
the Merger Agreement and the transactions contemplated by the
Merger Agreement; (ii) against any action or agreement that
would result in a breach in any material respect of any covenant,
representation or warranty or any other obligation or agreement of
Far West under the Merger Agreement; and (iii) except with the
prior written consent of AmericanWest, against the following
actions (other than the Merger and the transactions contemplated by
the Merger Agreement): (A) any extraordinary corporate
transactions, such as a merger, consolidation or other business
combination involving Far West or Far West Bank; (B) any sale,
lease or transfer of a material amount of the assets of Far West or
Far West Bank; (C) any change in the majority of the board of
directors of Far West; (D) any material change in the present
capitalization of Far West; (E) any amendment of Far
West’s Articles of Incorporation or the equivalent
organizational documents of Far West Bank; (F) any other
material change in the corporate structure or business of Far West
or Far West Bank; or (G) any other action which is intended,
or could reasonably be expected, to impede, interfere with, delay,
postpone, discourage or materially adversely affect the
contemplated economic benefits to AmericanWest of the transactions
contemplated by the Merger Agreement. Shareholder shall not enter
into any agreement or understanding with any person or entity prior
to the Termination Date (as defined below) to vote or give
instructions after the Termination Date in any manner inconsistent
with clauses (i), (ii) or (iii) of the preceding
sentence.
(b)
Transfers . Shareholder hereby agrees not to (i) sell,
transfer, assign or otherwise dispose of any of his or h
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