XXXXXXX XXXPANY. By: By: --------------------------- -------------------------- Secretary Name: Title: Countersigned: COMPUTERSHARE INVESTOR SERVICES, LLC, SUCCESSOR TO HARRXX XXXST AND SAVINGS BANK, as Rights Agent By: ---------------------------------- Authorized Signature B-3 45 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED, _______________ hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________, ____ ______________________________ Signature Signature Guaranteed:
XXXXXXX XXXPANY. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Right Certificate to purchase the one one-hundredths of a Preferred Share or other securities issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of and delivered to: Please insert social security or other identifying number:____________________________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of Rights is not all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights will be registered in the name of and delivered to: Please insert social security or other identifying number:____________________________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: __________, ____ ________________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
XXXXXXX XXXPANY. If at the Closing the Company shall fail to tender such Notes to you as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment.
XXXXXXX XXXPANY. By: /s/ JOHN XXXXXX ------------------------- Name: John Xxxxxx Title: Treasurer LOANS AND PAYMENTS
XXXXXXX XXXPANY. By: ----------------------------------------- Title: -------------------------------------- ACKNOWLEDGED AND AGREED: CONGRESS FINANCIAL CORPORATION By: ---------------------------------- Title: ------------------------------- EFJ PARTNERS, a general partnership By: ---------------------------------- Title: General Partner EFJ COMMUNICATIONS, INC. By: ---------------------------------- Title: ------------------------------- ------------------------------------- WILLXXX XXXXXX, xxdividually ------------------------------------- ROBEXX X. XXXXXX, xxdividually
XXXXXXX XXXPANY as Borrower, THE BANKS NAMED HEREIN, THE CHASE MANHATTAN BANK, as Administrative Agent, and MORGXX XXXRANTY TRUST COMPANY OF NEW YORK, as Documentation Agent ================================================================================ 2 TABLE OF CONTENTS Article Section Page ------- ------- ---- I. DEFINITIONS
XXXXXXX XXXPANY. By: ------------------------------ --------------------------------- Secretary Title: Countersigned: First Chicago Trust Company of New York, Rights Agent By: ------------------------- Authorized signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________ hereby sells, assigns and transfers unto __________________________________________________________________________ (Please print name and address of transferee) Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________ Attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , ------------ -- ---- ----------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Certificate The undersigned hereby certifies by checking the appropriate boxes that:
XXXXXXX XXXPANY. By: ------------------------------------- Name: Stevxx X. Xxxxxxxxx Title: Senior Vice President-Finance Administration, Secretary/Treasurer, and General Counsel COMPUTERSHARE INVESTOR SERVICES, LLC, SUCCESSOR TO HARRXX XXXST AND SAVINGS BANK, as Rights Agent By: -------------------------------------- Name: Michxxx X. Xxxx Title: Vice President
XXXXXXX XXXPANY. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this Certificate. The J.M. Xxxxxxx Xxxpany will mail to the holder of this Certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void.
XXXXXXX XXXPANY. By: /s/ Willxxx Xxxxxx ------------------------------------ EFJ PARTNERS By: /s/ Willxxx Xxxxxx ------------------------------------ WEKSEL, DAVIES & CO., INC. By: /s/ Willxxx Xxxxxx ------------------------------------ /s/ Willxxx Xxxxxx --------------------------------------- WILLXXX XXXXXX /s/ Robexx Xxxxxx --------------------------------------- ROBEXX XXXXXX 15 Exhibit 5.1(b)(ii) GENERAL RELEASE
