Harbinger Group Inc.
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SEC Filings

HRG GROUP, INC. filed this Form 8-K on 10/04/1995
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     THIS AGREEMENT (this "Agreement") is dated as of September 20, 1995, by and
among, on the one hand, Zapata Corporation, a Delaware corporation ("Zapata"),
Energy Industries, Inc., a Delaware corporation and a wholly-owned subsidiary of
Zapata ("Zapata Sub"), and Zapata Energy Industries, L.P., a Delaware limited
partnership which is wholly-owned by Zapata ("Zapata Partnership" and
collectively with Zapata and Zapata Sub, the "Seller"), and, on the other hand,
Enterra Corporation, a Delaware corporation ("Enterra"), and Enterra Compression
Company, a Delaware corporation and a wholly-owned subsidiary of Enterra
("Enterra Sub", and collectively with Enterra, the "Purchasers").

     WHEREAS, the Purchasers desire to purchase from the Seller, and the Seller
desires to sell to the Purchasers, the Assets (as defined herein) upon the terms
and conditions set forth herein;

     WHEREAS, Purchasers desire to assume the Assumed Liabilities (as defined
herein) from the Seller upon the terms and conditions set forth herein; and

     WHEREAS, to induce Purchasers to enter into this Agreement, a principal
stockholder of Zapata has executed an agreement with Enterra pursuant to which
such stockholder has agreed to vote the shares of common stock of
 Zapata owned
or controlled by such stockholder in accordance with the recommendation of the
Board of Directors of Zapata with respect to the approval by the stockholders of
Zapata of resolutions to be submitted to the stockholders of Zapata relating to
this Agreement;

   NOW, THEREFORE, in consideration of the respective representations,
warranties and covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

                                   ARTICLE I.

     Section 1.1 Accounting Terms and Determinations. Unless otherwise specified
in this Agreement, all accounting terms used in this Agreement shall be
interpreted, all determinations as to accounting matters pursuant to the terms
of this Agreement shall be made and all financial statement matters and
certificates and reports as to financial or accounting matters required to be
delivered pursuant to the terms of this Agreement shall be prepared in
accordance with GAAP (except that interim financial statements may not include
footnotes) applied on a consistent basis.

       Section 1.2 Other Terms. As used herein, certain other words and terms
shall have the meanings given to them in Exhibit 1 attached hereto.

                                  ARTICLE II.
                            AGREEMENTS OF THE SELLER

     Each Seller, jointly and severally, hereby makes to the Purchasers the
representations, warranties and agreements set forth in this Article II. The
Seller has delivered to the Purchasers a Disclosure Schedule to this Agreement
(the "Disclosure Schedule") on the date hereof. The Seller shall, from time to
time through the Closing Date, advise the Purchasers as to any change, amendment
or supplement to the Disclosure Schedule which is necessary to reflect changes
in the subject matter thereof occurring through the Closing Date.

     Section 2.1 Organization and Qualification. Each Seller is a corporation or
partnership, duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization. Each Seller has all requisite power
and authority to carry on its business as now being conducted and to own, lease
and operate its properties


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