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The Board of Directors
Zapata Corporation
September 20, 1995
Page 3
In rendering the Opinion, we have relied upon the accuracy and completeness of
all information supplied or otherwise made available to us by Zapata and EI or
obtained by us from other sources, and we have not assumed any responsibility
for independently verifying such information, undertaken an independent
appraisal of the assets or liabilities (contingent or otherwise) of EI, or been
furnished with any such appraisals. With respect to projections and financial
forecasts for EI, we have been advised by both Zapata and EI, and we have
assumed, without independent investigation, that they have been reasonably
prepared and reflect the best currently available estimates and judgment as to
the expected future financial performance of the Company.
The Opinion is necessarily based upon financial, economic, market and other
conditions as they exist, and the information made available to us, as of the
date hereof. We disclaim any undertaking or obligation to advise any person of
any change in any fact or matter affecting the Opinion which may come or be
brought to our attention after the date of the Opinion.
Our opinion is directed to the Board of Directors of Zapata and does not
constitute a recommendation to any Zapata stockholders as to how such
stockholder should vote regarding the Transaction. The Opinion relates solely to
the question of the fairness, from a financial point of view, to Zapata of the
Consideration. We have not been asked to express, and we have not expressed, any
opinion as to the appropriateness of the Transaction for Zapata from a business
or operational point of view.
We have not reviewed any proxy statement or similar document that may be used in
connection with the Transaction, as such materials were not prepared as of the
date of the Opinion.
Based upon and subject to all the foregoing, we are of the opinion, as
investment bankers, that as of the date hereof, the Consideration is fair, from
a financial point of view, to Zapata.
Very truly yours,
Schroder Wertheim & Co. Incorporated
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