Subscription Agreement

EXHIBIT 10.11


AMERICANWEST STATUTORY TRUST I
AMERICANWEST BANCORPORATION


SUBSCRIPTION AGREEMENT


September 26, 2002


THIS SUBSCRIPTION AGREEMENT (this "Agreement") made among AmericanWest Statutory Trust I (the "Trust"), a statutory trust created under the Connecticut Statutory Trust Act (Chapter 615 of Title 34 of the Connecticut General Statutes, Section 500, et seq.), AmericanWest Bancorporation, a Washington corporation, with its principal offices located at North 9506 Newport Highway, Spokane, Washington 99218 (the "Company" and, collectively with the Trust, the "Offerors"), and Preferred Term Securities VII, Ltd. (the "Purchaser").


RECITALS:


A. The Trust desires to issue 10,000 of its Floating Rate Capital Securities (the "Capital Securities"), liquidation amount $1,000.00 per Capital Security, representing an undivided beneficial interest in the assets of the Trust (the "Offering"), to be issued pursuant to an Amended and Restated Declaration of Trust (the "Declaration") by and among the Company, State Street Bank and Trust Company of Connecticut, National Association ("State Street"), the administrators named therein, and the holders (as defined therein), which Capital Securities are to be guaranteed by the Company with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the terms of a Guarantee Agreement between the Company and State Street, as trustee (the "Guarantee"); and


B. The proceeds from the sale of the Capital Securities will be combined with the proceeds from the sale by the Trust to the Company of its common securities, and will be used by the Trust to purchase an equivalent amount of Floating Rate Junior Subordinated Deferrable Interest Debentures of the Company (the "Debentures") to be issued by the Company pursuant to an indenture to be executed by the Company and State Street, as trustee (the "Indenture"); and


C. In consideration of the premises and the mutual representations and covenants hereinafter set forth, the parties hereto agree as follows:


ARTICLE I


PURCHASE AND SALE OF CAPITAL SECURITIES


1.1. Upon the execution of this Agreement, the Purchaser hereby agrees to purchase from the Trust 10,000 Capital Securities at a price equal to $1,000.00 per Capital Security (the "Purchase Price") and the Trust agrees to sell such Capital Securities to the Purchaser for said Purchase Price. The rights and preferences of the Capital Securities are set forth in the Declaration. The Purchase Price is payable in immediately available funds on September 26, 2002, or such other business day as may be designated by the Purchaser, but in no event later than September 27, 2002 (the "Closing Date"). The Offerors shall provide the Purchaser wire transfer instructions no later than 1 day following the date hereof.


1.2. The certificate for the Capital Securities shall be delivered by the Trust on the Closing Date to the Purchaser or its designee.


1.3. The Placement Agreement, dated September 18, 2002 (the "Placement Agreement"), among the Offerors and the Placement Agents identified therein includes certain representations and warranties, covenants and conditions to closing and certain other matters governing the Offering. The Placement Agreement is hereby incorporated by reference into this Agreement and the Purchaser shall be entitled to each of the benefits of the Placement Agents and the Purchaser under the Placement Agreement and shall be entitled to enforce the obligations of the Offerors under such Placement Agreement as fully as if the Purchaser were a party to such Placement Agreement.


ARTICLE II


REPRESENTATIONS AND WARRANTIES OF PURCHASER


2.1. The Purchaser understands and acknowledges that neither the Capital Securities, the Debentures nor the Guarantee have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities law, are being offered for sale by the Trust in transactions not requiring registration under the Securities Act, and may not be offered, sold, pledged or otherwise transferred by the Purchaser except in compliance with the registration requirements of the Securities Act or any other applicable securities laws, pursuant to an exemption therefrom or in a transaction not subject thereto.


2.2. The Purchaser represents, warrants and certifies that (i) it is not a "U.S. person" as such term is defined in Rule 902 unde ...