exv10w1



 






Exhibit 10.1




STOCK PURCHASE AGREEMENT




     STOCK PURCHASE AGREEMENT, dated as of April 28, 2005, between BancWest Corporation, a Delaware
corporation (“Seller”), and BNP Paribas, a French société anonyme (“Buyer”).



     WHEREAS, Seller owns 3,663,173 issued and outstanding shares of Common Stock, par value $5.00
per share (the “Shares”), of Bank of the West, a Californian banking corporation, (the “Bank”); and



     WHEREAS, on November 1, 2004, the Seller acquired all of the 100 outstanding common shares of
Community First Bankshares, Inc.; and



     WHEREAS, on December 3, 2004, Seller contributed to Bank all of the outstanding common shares
of Community First Bankshares, Inc. and Seller received in exchange for its contribution, 499,980
shares of common shares of the Bank, including the shares represented by the share certificate
number 39 issued by the Bank on April 25, 2005, representing 254,132 common shares of the Bank with
an aggregate fair market value and U.S. Federal income tax basis of $590 million (the “Tranche B
Minority Shares”);



     WHEREAS, Buyer desires to purchase the Tranche B Minority Shares from Seller upon the terms
and conditions hereinafter set forth; and



     WHEREAS, Buyer and Seller have entered into a Stockholders’ Agreement of even date herewith
(the “Stockholders’ Agreement”) concerning the Tranche B Minority Shares;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:



     1. Sale of Tranche B Minority Shares. Upon the terms and subject to the conditions
set forth in this Agreement, Seller shall sell, transfer and assign the Tranche B Minority Shares
to Buyer, and Buyer shall purchase the Tranche B Minority Shares from Seller for an aggregate
purchase price of $590,000,000 (the “Purchase Price”). Closing of the transactions contemplated
hereby shall occur on April 28, 2005, or such other date as the parties may mutually agree (the
“Purchase Date”). On the Purchase Date, (i) Seller shall deliver to Buyer Bank share certificate
number 39 for the Tranche B Minority Shares duly endorsed to Buyer, or accompanied by a stock power
duly endorsed to Buyer, and (ii) Buyer shall deliver $590,000,000 to Seller by interbank transfer
in immediately available funds to an account designated by Seller.



     2. Representations and Warranties of Seller. Seller hereby represents and warrants to
Buyer as follows:




	 	(a)  	Due Authorization; Enforceable Obligation. Seller has full
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder. This Agreement has been duly authorized by all necessary
corporate action on the part of Seller, has been duly executed and




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	 	   	delivered by Seller and constitutes the valid and binding obligation of Seller
enforceable against Seller in accordance with its terms.
	 
	 	(b)  	Conflicting Instruments. Neither the execution and delivery of
this Agreement nor the consummation of the transactions contemplated hereby will
violate or result in any violation of or be in conflict with or constitute a
default under any term of the Certificate of Incorporation or By-Laws of Seller
or any judgment, decree or order of any court or administrative body applicable
to it or any agreement or other instrument or law applicable to it.
	 
	 	(c)  	Title. Except as provided in this Agreement, (i) Seller is the
record and beneficial owner of the Tranche B Minority Shares with sole power to
vote and to dispose of the Tranche B Minority Shares and (ii) the Tranche B
Minority Shares are owned by Seller free and clear of all security interests,
liens, claims, encumbrances, charges, restrictions on transfer, proxies and
voting and other agreements.
	 
	 	(d)  	Delivery. Seller has, and upon consummation of the transactions
contemplated hereby Buyer will acquire, good and marketable title to the Tranche
B Minority Shares, free and clear of all security interests, liens, claims,
encumbrances, charges, restrictions on transfer, proxies and voting and other
agreements.





     3. Representations and Warranties of Buyer. Buyer hereby represents and warrants to
Seller that (i) this Agreement has been duly authorized by all necessary corporate action on the
part of Buyer, (ii) this Agreement has been duly executed and delivered by Buyer and (iii) this
Agreement constitutes the valid and binding obligation of Buyer enforceable against Buyer in
accordance with its terms.



     4. Miscellaneous




	 	(a)  	Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
	 
	 	(b)  	Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any rights hereunder shall be assigned by
Buyer without the prior written consent of the Seller.
	 
	 	(c)  	Entire Agreement; Amendments. This Agreement constitutes the
entire agreement of the parties with respect to the subject matter hereof,
notwithstanding any provision of any such documents to the contrary. This
Agreement may not be modified, amended, altered or supplemented except upon
execution and delivery of a written agreement executed by the Buyer and Seller.
	 
	 	(d)  	Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have




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	 	   	been duly received if so given) by delivery in person or by cable, telegram or
telex to the respective parties as follows:
	 
	 	   	If to Seller:
	 
	 	   	BancWest Corporation

180 Montgomery Street, 25th Floor

San Francisco, CA 94104

Telecopy: (415) 834-9432

Attention: General Counsel & Secretary
	 
	 	   	If to Buyer:
	 
	 	   	BNP Paribas

3 rue d’Antin

75009 Paris, FRANCE

Telecopy: + 33 1 40 14 93 96

Attention: M. Philippe Bordenave
	 
	 	  	or to such other address as any party may have furnished to the other in
writing in accordance herewith.
	 
	 	(e)  	Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts made
and to be performed entirely in such state.
	 
	 	(f)  	Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together shall
constitute one and the same agreement.
	 
	 	(g)  	Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction hereof.
	 
	 	(h)  	Further Assurances. Seller shall, upon the reasonable request by
Buyer, execute and deliver any additional documents necessary or desirable to
complete the sale, conveyance, transfer and assignment of the Tranche B Minority
Shares.
	 
	 	(i)  	Survival. The warranties, representations, covenants and
agreements made pursuant to this Agreement shall survive and continue
irrespective of any investigation made by or on behalf of any party.
	 
	 	(j)  	Specific Performance. Seller acknowledges that performance of
its obligations hereunder will confer a unique benefit on Buyer and, accordingly,
that a failure of performance by Seller cannot be compensated adequately by money
damages. Buyer shall therefore be entitled, without prejudice to any other
rights and remedies otherwise available to it, to specific performance of all
obligations of Seller hereunder.





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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.


	 	 	 	 	 
	 	BNP PARIBAS S.A.

 	 
	 	By:  	/s/ Javier Gonzalez
 	 
	 	 	Name:  	Javier Gonzalez 	 
	 	 	Title:  	Gestion Financiere 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                            /s/ Francois Demon
 	 
	 	 	Name:  	Francois Demon 	 
	 	 	Title:  	Head of Financial Management 	 
	 



	 	 	 	 	 
	 	BANCWEST CORPORATION

 	 
	 	By:  	/s/ Janice C. Decker
 	 
	 	 	Name:  	Janice C. Decker 	 
	 	 	Title:  	Assistant Secretary 	 
	 



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