Document 3NNwNGyoQndgVRxdDdyo1jgqO

15 MAY REC'D 1 2 3 Jennifer A. Smith (State Bar No. 610) Etta L. Walker (State Bar No. 5537) 4 LIONEL SAWYER & COLLINS 1100 Bank of America Plaza 50 W. Liberty St. 5 Reno, Nevada 89501 (775) 788-8666 6 David S. Kurtz 7 Timothy R. Pohl SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS) 8 333 West Wacker Drive Chicago, Illinois 60606 9 (312) 407-0700 r n F! V F HxD 3 59L?Ln-nJii m1 v it 10 pm 1 ii : L. '0 DA AAiurlCY COURT PAiCiCiA GRAY, CLERK 10 Gregg M. Galardi Eric M. Davis 11 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP One Rodney Square 12 Wilmington, Delaware 19899 (302) 651-3000 13 Attorneys for the Debtors and 14 Debtors-in-Possession 15 16 17 In re IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEVADA Case No. BK-NChapter 11 18 WASHINGTON GROUP INTERNATIONAL, INC. et al. . 19 20 Debtors. ORDER REGARDING STIPULATED RAYTHEON ISSUES 21 Hearing Date: May 14, 2001 / Hearing Time: 22 This matter having come before the Court pursuant to 23 the stipulation of the parties, and good cause having been shown, 24 it is hereby ORDERED as follows: 25 1. Definitions: 26 27 (a) "Sithe Project Contract" means the E&C Contracts 28 by and between a Debtor and an owner or higher v tier contractor as to which Raytheon Company ICA T. 1 2 3 ("Raytheon") or Raytheon Engineers & Constructors 4 International, Inc., ("RECI") has furnished a 5 Support Agreement, relating to the projects com 6 monly referred to as the "Sithe Mystic" and "Sithe 7 ForeRiver" projects. 8 (b) "Designated Receivable" means the "Existing Re 9 ceivables," as that term is defined in that cer 10 tain Receivables Termination Agreement dated July 11 7, 2000. 12 (c) "E&C Contract" means a contract for the provision 13 of engineering, construction, and/or related ser 14 vices. 15 16 (d) "The Hague" means Washington Group International, 17 B.V. and its subsidiaries. 18 (e) "Indemnified Project" means each of the Jindal, 19 Ratchaburi, Posven, and Saltend projects. 20 (f) "Open Projects" means the following projects: 21 Umatilla; Pine Bluff; San Roque; Hudson Bergen; 22 Tallahassee; AES Warrior Run; DTE Sparrow Point; 23 and Ampco. 24 (g) "Proceeds" means any payment received by a Debtor 25 or an affiliate thereof from an owner or higher 26 tier contractor in respect of a Sithe Project 27 28 v 2ICA T. 1 2 3 Contract, an Indemnified Project or a Designated 4 Receivable. 5 (h) "Support Agreement" means, in connection with any 6 E&C Contract to which any Debtor is a party, a 7 guaranty furnished by Raytheon or RECI or any 8 affiliate thereof, or a reimbursement or indemni 9 fication or other similar agreement furnished by 10 Raytheon or RECI or any affiliate thereof, in 11 favor of the issuer of a letter of credit or a 12 party that has furnished a performance, comple 13 tion, or payment bond. 14 2. Until further order of this Court, the Debtors 15 16 shall promptly turn over to Raytheon and RECI all Proceeds paid 17 directly by a project owner in respect of each Sithe Project 18 Contract; PROVIDED THAT the Debtors may continue to be paid and 19 retain payments made to them by higher tier contractors for work 20 performed by a Debtor or one of their non-Debtor affiliates 21 including pursuant to the Agreement for Consulting and Profes 22 sional Services between Raytheon Company and Washington Group 23 International, Inc., (the "Services Agreement") and, PROVIDED 24 THAT nothing herein shall be deemed to constitute any extension, 25 modification, assumption or rejection of that agreement. 26 3. Until further order from this Court, in accordance 27 with and as provided by the terms of the Project Completion 28 v 3ICA T. 1 2 3 Agreement (as defined in that certain Stock Purchase Agreement 4 dated as of April 14, 2000) for each Indemnified Project, if the 5 Debtors receive any payments from the project owners of the 6 Indemnified Projects, the Debtors shall promptly turn over all 7 such funds(if any); PROVIDED THAT Raytheon and RECI continue to 8 make all payments to the Debtors pursuant to the Project Comple 9 tion Agreements for each Indemnified Project. Nothing herein 10 shall be deemed to constitute a modification, extension, assump 11 tion or rejection of any of the Project Completion Agreements or 12 any other related agreement. 13 4. Until further order of this Court, the Debtors 14 shall account for and turn over to Raytheon and RECI all Proceeds 15 with respect to Designated Receivables in accordance with the 16 17 terms of the Receivables Termination Agreement dated as of July 18 7, 2000, or such other terms or practices as Raytheon and the 19 Debtor may agree, and Raytheon, RECI and their affiliates shall 20 perform all of their obligations thereunder; PROVIDED THAT 21 nothing herein shall be deemed to constitute any extension, 22 modification, assumption or rejection of that agreement or any 23 related agreement. 24 5. Notwithstanding anything to the contrary herein, 25 all other legal and equitable rights and remedies of any party 26 (if any). Proceeds of Indemnified Projects, Proceeds of Desig 27 nated Receivables with respect to any E&C Contract for which 28 v 4ICA T. 1 2 3 Raytheon or RECI has furnished a Support Agreement (if any), and 4 all legal and equitable interests in any other property (if any), 5 including liens and security interests (if any), of Raytheon 6 Company, RECI, any Debtor, or non-Debtor affiliate of a Debtor, 7 the Pre-Petition Lenders, the Post-Petition Lenders or any other 8 creditor of a Debtor, or of any other entity, shall be unaffected 9 as a result of the entry of this Order. Further, nothing in this 10 Order shall prejudice any rights, claims or interests or consti 11 tute a defense to any claim that any party may have against 12 Raytheon Company, RECI, any Debtor, or non-Debtor affiliate of a 13 Debtor, the Pre-Petition Lenders, the Post-Petition Lenders or 14 any other creditor of a Debtor, or of any other entity, with 15 respect to the proceeds of any letters of credit drawn in connec 16 tion with any project. 17 18 6. The Hague is not a Debtor and, as such, cash of 19 the Hague, and amounts received by or payable to the Hague in 20 respect of its E&C Contract obligations, shall remain with the 21 Hague and shall not be distributed to the Debtors, absent further 22 order from this Court. Any amount paid by a project owner to a 23 Debtor in respect of the BASF Antwerp, BASF Ludwigshaven, Norsk 24 Hydro, Statoil or Slovnaft (if any) jobs will be turned over to 25 the Hague. 26 7. If the Debtors receive any payments from the 27 project owners on the jobs known as "Red Oak" or "Ilijan," the 28 l v ICA IT. 5 1 2 3 Debtors shall hold such funds in escrow pending further order of 4 this Court. The Debtors shall provide five (5) days prior 5 written notice to Raytheon prior to walking off either of such 6 j obs. 7 8. The Debtors shall continue to work on all Open 8 Projects as provided in the applicable E&C Contract and shall pay 9 in full all amounts due and payable to subcontractors, 10 materialmen, vendors and employees with respect to any Open 11 Project in the ordinary course of business as provided in the 12 applicable E&C Contract, and shall not cease to do so without 13 providing five (5) days prior written notice to Raytheon, with 14 copies to Bingham Dana LLP, attention John R. Utzschneider. Esq.; 15 provided, however, that nothing herein shall be an assumption or 16 17 rejection of the contracts relating to any such Open Project, and 18 all rights are reserved with respect thereto. 19 9. The Debtors shall provide Raytheon and RECI, with 20 copies to Bingham Dana LLP, attention John R. Utzschneider, Esq., 21 with any reports produced for third parties regarding any project 22 for which Raytheon or RECI is a guarantor. Further, the Debtors 23 will respond to any reasonable request for other information 24 related to Raytheon or RECI guaranteed projects and will take 25 reasonable steps to comply with such request in a reasonable 26 amount of time in order to enable Raytheon to monitor the perfor 27 mance and payments relating to such contracts, and ready itself 28 v 6ICA T. 1 2 3 for performance of any guarantee or related obligation. If the 4 parties cannot reach agreement with respect to any additional 5 information requests, the Court shall resolve such disputes. The 6 parties agree to endeavor to develop more specific procedures to 7 deal with such information requests and upon agreeing to such 8 measures will include them in the stipulation to be provided to 9 the Court at the final hearing regarding the DIP lending facil 10 ity. 11 10. All information provided by the Debtors to 12 Raytheon and/or RECI pursuant to this stipulation shall be 13 deemed strictly confidential and will not, without the express 14 written consent of WGI (or as ordered by a court of competent 15 16 jurisdiction), be provided to any other party other than Raytheon 17 and RECI and their legal and financial advisors, PROVIDED THAT 18 they have acknowledged in writing that they are bound this Order. 19 Notwithstanding, the foregoing after service by WGI of a notice 20 pursuant to paragraph 7 or 8 hereof, information concerning such 21 project may be disclosed by Raytheon, subject to any controls the 22 project owners shall place thereon, to potential bidders for 23 purposes of restaffing or rebidding such project. The parties 24 also agree that in addition to the confidentiality provisions of 25 this stipulation, they will make good faith efforts to enter into 26 a separate confidentiality agreement regarding the information 27 provided pursuant to this Order and otherwise. 28 v 7CA T. 1 2 3 11. Any of Raytheon, RECI, or the Debtors, on five (5) 4 days notice to counsel for one another as well as to the United 5 States Trustee and counsel for the Official Committee of Unse 6 cured Creditors, the post-petition lenders, the pre-petition 7 lenders and any affected E&C Contract project owner, may be heard 8 in this Court with respect to disputes arising out of any issue 9 that is the subject of this Order. 10 12. No Proceeds received by Raytheon or RECI while 11 this Order is in effect shall be subject to disgorgement or any 12 claims by the Debtor or any party in interest, including the 13 Debtors' DIP Lenders under the DIP lending facility, or the 14 Debtors' pre-petition secured lenders as defined in the DIP 15 Facility Order and Adequate Protection Order. 16 17 13. The Debtors will timely pay in full amounts due 18 and owing pursuant to section 8.17 of the Stock Purchase Agree 19 ment for administrative services actually provided by Raytheon to 20 the Debtors after the Petition Date as an administrative claim in 21 the ordinary course of business; PROVIDED THAT nothing contained 22 herein shall be deemed to be an assumption or rejection of the 23 Stock Purchase Agreement. 24 Dated: 25 26 Reno, Nevada S' May/)_, 2001 27 28 UNITED STATER BANKRUPTCY JUDGE v ICA C:\My Documents\Work\WGI\263657 1.wpd T.