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VOTING AGREEMENT OF MAJOR STOCKHOLDER
In connection with the Energy Industries Sale, The Malcolm I. Glazer Trust, a
stockholder of the Company which beneficially owns approximately 35.3% of the
Company's outstanding Common Stock, agreed pursuant to the Glazer Letter on
behalf of itself, and any affiliates of such Trust or Malcolm I. Glazer, the
Chairman of the Board of the Company, that the Trust and such affiliates will
vote all shares of common stock owned by them in accordance with the
recommendation of the Board of Directors of the Company with respect to the
approval of the Energy Industries Sale Proposal by the Company's stockholders.
As noted under "--Recommendation of the Company's Board of Directors", the Board
of Directors has recommended that the stockholders of the Company vote "FOR" the
Energy Industries Sale Proposal.
RESOLUTIONS PROPOSED FOR ADOPTION BY STOCKHOLDERS
Resolutions in substantially the following form will be proposed at the
Special Meeting for consideration of the Company's stockholders:
"RESOLVED, that the Asset Purchase Agreement dated as of September 20, 1995
by and among Zapata Corporation, Energy Industries, Inc., Zapata Energy
Industries, L.P., Enterra Corporation and Enterra Compression Company, in
substantially the form attached as Appendix A to the Proxy Statement for the
Special Meeting of Stockholders, and the transactions contemplated in such
agreement, are hereby approved, with such changes and additions as the Board
of Directors or the officers of Zapata Corporation in their sole discretion
deem necessary or appropriate, and the directors and officers of Zapata
Corporation are hereby authorized in their discretion to take such steps as
are in their sole judgment necessary or appropriate to effectuate such
Purchase Agreement; and further
RESOLVED, that the officers of Zapata Corporation are hereby authorized in
their discretion to execute such documents in the name and on behalf of the
corporation and to take other actions as are in their sole judgment necessary
or appropriate to effectuate the purpose of the foregoing resolution; and
further
RESOLVED, that all acts and deeds previously performed by the officers and
directors of Zapata Corporation prior to the date of this resolution that are
within the authority conferred by the foregoing resolutions are hereby
ratified, confirmed and approved as authorized deeds of Zapata Corporation."
The affirmative vote of a majority of the outstanding shares of Common Stock
and $2 Preference Stock entitled to vote thereon, voting together as a single
class, is required to adopt the above resolutions. THE COMPANY'S BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS APPROVAL OF THE ABOVE RESOLUTIONS.
FEES AND EXPENSES
Each of Enterra and the Company will pay its own expenses in connection with
the transactions contemplated by the Purchase Agreement.
NO RIGHTS OF APPRAISAL
Under Section 262 of the DGCL, no holder of Common Stock or $2 Preference
Stock is entitled to rights of appraisal in connection with the Energy
Industries Sale. In addition, stockholders voting in favor of the Energy
Industries Sale Proposal may be precluded from later seeking redress against the
Company under the DGCL with respect to the Energy Industries Sale Proposal, and
the Company intends to assert that a stockholder's vote for, abstention or
signed proxy with no choice indicated would preclude such stockholder from
seeking redress against the Company in such cases.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
This section is a summary of the material federal income tax consequences
which the Company expects to result from the Energy Industries Sale. The
summary is based upon the Internal Revenue Code, judicial decisions, United
States Treasury Department regulations promulgated thereunder and administrative
rulings of the United States Treasury Department and existing interpretations
thereof, any of which could be changed at any time. No rulings have been
requested from the Internal Revenue Service with respect to any consequences
resulting from the Energy Industries Sale.
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