EXHIBIT 4.22
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT, dated as of ______________ __, 2002 (this
"Agreement"), between CFB Capital ___, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), and Community First Bankshares,
Inc., a Delaware corporation (the "Buyer").
In consideration of the foregoing, and intending to be legally bound
hereby, the parties hereto agree that, subject to the conditions contained
herein, the Buyer will purchase from the Trust, and the Trust will sell to the
Buyer, the Trust's ___% Common Securities (liquidation amount of $25 per common
security), representing common undivided beneficial interests in the assets of
the Trust (the "Common Securities"), equal to an aggregate liquidation amount of
approximately (but at least) 3% of the total capital of the Trust.
SALE OF STOCK AND TERMS OF PAYMENT
1. THE SALE. Upon the terms and subject to the conditions of this
Agreement, on ______________, 2002 (the "Closing Date"), the Trust will issue,
sell and deliver to the Buyer, and the Buyer will accept and purchase from the
Trust, ________ Common Securities (the "Amount"). The Amount shall be subject to
the adjustments provided for in Section 4 hereof.
2. PURCHASE PRICE. Upon the terms and subject to the conditions
contained in this Agreement, and in consideration of the aforesaid issuance,
sale and delivery of the Common Securities, on the Closing Date the Buyer will
pay or cause to be paid to the Seller $_________ in cash (the "Purchase Price")
for the Amount. The Purchase Price shall be subject to the adjustments provided
for in Section 4 hereof.
3. MANNER OF PAYMENT. At the Closing Date, the Buyer shall pay the
Purchase Price to the Trust by wire transfer of immediately available funds.
4. AMOUNT AND PURCHASE PRICE ADJUSTMENT. If on the Closing Date, after
giving effect to the issuance and sale of the Trust's ___% Cumulative Capital
Securities pursuant to an underwritten public offering, the Amount does not
equal an aggregate liquidation amount of at least 3% of the total capital of the
Trust, the Amount shall be adjusted to equal an aggregate liquidation amount of
at least 3% of the total capital of the Trust and the Purchase Price shall be
adjusted accordingly.
IN WITNESS WHEREOF, each of the Trust and the Buyer has caused this
Agreement to be signed by its duly authorized representative as of the date
first above written.
CFB CAPITAL ___
By
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Xxxx X. Xxxxxxxx
Administrative Trustee
COMMUNITY FIRST BANKSHARES, INC.
By
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Xxxxx X. Xxxxx
Chief Financial Officer
