Harbinger Group Inc.
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SEC Filings

SC 13D/A
GLAZER MALCOLM I filed this Form SC 13D/A on 10/26/1994
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<PAGE>   3
or earlier termination of the HSR waiting period) to the transfer of the
Purchased Shares have been satisfied or waived and Purchaser has paid Sellers
the Purchase Price, then you shall forthwith disburse (i) to the Purchaser the
Sellers' Escrow Documents and any Distributions held in the Escrow Account
together with the Purchaser's Escrow Documents, and (ii) to Libra the Libra Fee
together with accrued interest thereon.

         (b)     Upon receipt of a written certificate executed by the Sellers
that all conditions precedent under the Purchase Agreement (including without
limitation the expiration or earlier termination of the HSR waiting period) to
the transfer of the Purchased Shares have been satisfied or waived except that
Purchaser has failed to pay Sellers the Purchase Price via wire transfer in
accordance with Section 4(a) of the Purchase Agreement and Sellers are not in
material breach of the Purchase Agreement, then you shall forthwith, at the
direction of Sellers, either (i) return (x) the Envirodyne Shares and
Distributions to Sellers and (y) the Purchaser's Escrow documents and the Libra
Fee together with accrued interest thereon to the Purchaser, and otherwise
treat the Purchase Agreement as terminated, or (ii)  unless and until the
Escrow Agent receives an appropriate certificate executed by the proper party
or parties that the Purchase Agreement is terminated, sell a sufficient number
of the Zapata Shares on the New York Stock Exchange in unsolicited agency
transactions or private transactions  during the 30 day period after receipt of
such certificate as may be required to pay the Purchase Price (subject to any
"black-out periods" under the SLA).

                 Purchaser agrees that (A) the Escrow Agent is authorized to
conduct such sale of Zapata Shares to satisfy Purchaser's obligation to Sellers
to pay the Purchase Price, (B) such sales are for the account of Purchaser and
are not being made by Sellers who will have no responsibility with respect
thereto, (C) until the earlier to occur of the termination of the Purchase
Agreement or the payment in full of the Purchase Price in immediately available
funds, the Escrow Agent will continue to hold in escrow the Sellers' Escrow
Documents and the Purchaser's Escrow Documents (except for certificates for
those Zapata Shares sold in accordance with the terms hereof).  The Escrow
Agent shall provide a weekly report to the Purchaser and Sellers accounting for
all sales of Zapata Shares.  The Escrow Agent shall be entitled to a commission
of  five cents ($.05) per share on all such sales (which amount shall be
equitably adjusted in the event of a stock split or similar transaction).  The
Escrow Agent shall deliver to the Sellers  the net proceeds from the sale of
the Zapata Shares only after all of the Zapata Shares have been sold.  Upon
receipt of a written certificate from the Purchaser that the Purchase Price has
been paid, the Escrow Agent shall forthwith distribute  the Libra Fee to Libra
and the Sellers Escrow Documents and any remaining Purchasers Escrow





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