Washington Group International Inc – ‘8-K’ for 7/24/01 – EX-99.1

On:  Thursday, 8/2/01, at 4:34pm ET   ·   For:  7/24/01   ·   Accession #:  912057-1-526327   ·   File #:  1-12054

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     16K 
 2: EX-99.1     Miscellaneous Exhibit                                 39    238K 
 3: EX-99.2     Miscellaneous Exhibit                                955±  5.67M 

EX-99.1   —   Miscellaneous Exhibit
Exhibit Table of Contents

EX-99.1
1st Page of 39
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                  Exhibit 99.1

 IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF NEVADA

                                          Case No. BK-N-01-31627
In re                                             (Chapter 11)                  

WASHINGTON GROUP                                                                
INTERNATIONAL, INC., ET AL.,                    SECOND AMENDED JOINT PLAN OF    
                              REORGANIZATION
Debtors.

________________________________/                                               

Dated:   July 24, 2001                                                          

David S. Kurtz                             Jennifer A. Smith (State Bar No. 610)
Timothy R. Pohl                            Etta L. Walker (State Bar No. 5537)  
SKADDEN, ARPS, SLATE, MEAGHER              LIONEL SAWYER & COLLINS              
& FLOM (ILLINOIS)                       1100 Bank of America Plaza        
333 West Wacker Drive                      50 W. Liberty St.                    
Chicago, Illinois 60606                    Reno, Nevada 89501                   
(312) 407-0700                             (775) 788-8666                       

Gregg M. Galardi                                                                
Eric M. Davis                                                                   
SKADDEN, ARPS, SLATE, MEAGHER                                                   
& FLOM LLP                                                                
One Rodney Square                                                               
Wilmington, Delaware 19899                                                      
(302) 651-3000                                                                  

 Attorneys for the Debtors and
Debtors-in-Possession       

EX-99.1
2nd Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 2nd
 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]

                                                                                                                    PAGE
                                                                                                                    ----
                                                                                                                        
EXHIBITS ............................................................................................................VI 

INTRODUCTION..........................................................................................................1 

ARTICLE I                                                                                                               

         DEFINITIONS, RULES OF INTERPRETATION,                                                                          
         COMPUTATION OF TIME AND GOVERNING LAW........................................................................1 
         A.       SCOPE OF DEFINITIONS; RULES OF CONSTRUCTION.........................................................1 
         B.       DEFINITIONS.........................................................................................1 
                           1.1      "ADMINISTRATIVE CLAIM"............................................................1 
                           1.2      "ALLOWED CLAIM"...................................................................1 
                           1.3      "ALLOWED".........................................................................1 
                           1.4      "ALLOWED CLASS ... CLAIM".........................................................1 
                           1.5      "AMENDED CERTIFICATES OF INCORPORATION AND BY-LAWS"...............................2 
                           1.6      "BALLOTS".........................................................................2 
                           1.7      "BANKRUPTCY CODE".................................................................2 
                           1.8      "BANKRUPTCY COURT"................................................................2 
                           1.9      "BANKRUPTCY RULES"................................................................2 
                           1.10     "BAR DATE(S)".....................................................................2 
                           1.11     "BOA".............................................................................2 
                           1.12     "BUSINESS DAY"....................................................................2 
                           1.13     "CASH"............................................................................2 
                           1.14     "CHAPTER 11 CASE".................................................................2 
                           1.15     "CLAIM"...........................................................................2 
                           1.16     "CLAIMS OBJECTION DEADLINE".......................................................2 
                           1.17     "CLASS"...........................................................................2 
                           1.18     "COLLATERAL"......................................................................2 
                           1.19     "COMPLETED PROJECT"...............................................................2 
                           1.20     "CONFIRMATION"....................................................................2 
                           1.21     "CONFIRMATION DATE"...............................................................2 
                           1.22     "CONFIRMATION HEARING"............................................................2 
                           1.23     "CONFIRMATION ORDER"..............................................................2 
                           1.24     "CREDIT DOCUMENTS"................................................................2 
                           1.25     "CREDITOR"........................................................................2 
                           1.26     "CREDITORS' COMMITTEE"............................................................3 
                           1.27     "CSFB"............................................................................3 
                           1.28     "CURE"............................................................................3 
                           1.29     "DEBTOR(S)".......................................................................3 
                           1.30     "DILUTION"........................................................................3 
                           1.31     "DIP AGENT".......................................................................3 
                           1.32     "DIP FACILITY"....................................................................3 
                           1.33     "DIP FACILITY AGREEMENT"..........................................................3 
                           1.34     "DIP FACILITY CLAIM"..............................................................3 
                           1.35     "DISBURSING AGENT"................................................................3 
                           1.36     "DISCLOSURE STATEMENT"............................................................3 
                           1.37     "DISPUTED CLASS 7 CLAIM"..........................................................3 
                           1.38     "DISPUTED CLASS 7 CLAIM AMOUNT"...................................................4 
                           1.39     "DISTRIBUTION DATE"...............................................................4 
                           1.40     "DISTRIBUTION RECORD DATE"........................................................4 
                           1.41     "EFFECTIVE DATE"..................................................................4 
                           1.42     "EMPLOYEE CLAIMS".................................................................4 
                           1.43     "ESTATE(S)".......................................................................4 

                                  Appendix A-i                                                                          

EX-99.1
3rd Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 3rd
                           1.44     "EXIT FACILITY"...................................................................4 
                           1.45     "EXIT LENDER(S)"..................................................................4 
                           1.46     "FACE AMOUNT".....................................................................4 
                           1.47     "FINAL ORDER".....................................................................4 
                           1.48     "FUNDED DEBT".....................................................................4 
                           1.49     "GENERAL UNSECURED CLAIM".........................................................4 
                           1.50     "IMPAIRED"........................................................................4 
                           1.51     "INDEMNIFICATION OBLIGATION"......................................................5 
                           1.52     "INDENTURE TRUSTEE"...............................................................5 
                           1.53     "INITIAL DEPOSIT".................................................................5 
                           1.54     "INTERCOMPANY CLAIM"..............................................................5 
                           1.55     "INTEREST"........................................................................5 
                           1.56     "LENDER"..........................................................................5 
                           1.57     "LENDER CLAIM"....................................................................5 
                           1.58     "LENDER DEFICIENCY CLAIMS"........................................................5 
                           1.59     "LIEN"............................................................................5 
                           1.60     "LITIGATION CLAIMS"...............................................................5 
                           1.61     "MANAGEMENT OPTION PLAN"..........................................................5 
                           1.62     "MANAGEMENT OPTION PLAN PARTICIPANTS".............................................5 
                           1.63     "MANAGEMENT OPTIONS"..............................................................5 
                           1.64     "NET TRUST RECOVERIES"............................................................5 
                           1.65     "NEW COMMON SHARES"...............................................................5 
                           1.66     "NEW SECURITIES"..................................................................6 
                           1.67     "NON-DEBTOR SUBSIDIARIES".........................................................6 
                           1.68     "OLD COMMON SHARES"...............................................................6 
                           1.69     "OLD NOTES".......................................................................6 
                           1.70     "OLD NOTE CLAIM"..................................................................6 
                           1.71     "OLD INDENTURE"...................................................................6 
                           1.73     "OLD STOCK OPTIONS"...............................................................6 
                           1.74     "ORDINARY COURSE PROFESSIONALS' ORDER"............................................6 
                           1.75     "OTHER PRIORITY CLAIM"............................................................6 
                           1.76     "OTHER SECURED CLAIMS"............................................................6 
                           1.77     "PERSON" .........................................................................6 
                           1.78     "PETITION DATE"...................................................................6 
                           1.79     "PLAN"............................................................................6 
                           1.80     "PLAN EXHIBIT"....................................................................6 
                           1.81     "PRE-PETITION CREDIT AGREEMENT"...................................................6 
                           1.82     "PRE-PETITION CREDIT FACILITY AGREEMENTS".........................................6 
                           1.83     "PRIORITY TAX CLAIM"..............................................................6 
                           1.84     "PROFESSIONAL"....................................................................6 
                           1.85     "PROFESSIONAL FEE CLAIM"..........................................................6 
                           1.86     "PRO RATA"........................................................................7 
                           1.87     "PROOF OF CLAIM"..................................................................7 
                           1.88     "RAYTHEON"........................................................................7 
                           1.89     "RAYTHEON ACTIONS"................................................................7 
                           1.90     "RAYTHEON ASSERTED CLAIMS"........................................................7 
                           1.91     "RAYTHEON CLAIMS".................................................................7 
                           1.92     "REGISTRATION RIGHTS AGREEMENT"...................................................7 
                           1.93     "REIMBURSEMENT OBLIGATION"........................................................7 
                           1.94     "REINSTATED" OR "REINSTATEMENT"...................................................7 
                           1.95     "REORGANIZED DEBTOR(S)"...........................................................7 
                           1.96     "REORGANIZED SUBSIDIARY DEBTOR(S)"................................................7 
                           1.97     "REORGANIZED WGI".................................................................7 
                           1.98     "RESTRUCTURING TRANSACTIONS"......................................................7 
                           1.99     "SCHEDULES".......................................................................8 
                           1.100    "SECONDARY LIABILITY CLAIM".......................................................8 
                           1.101    "SECURED CLAIM"...................................................................8 

                                 Appendix A-ii                                                                          

EX-99.1
4th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 4th
                           1.102    "SECURED LENDER CLAIM"............................................................8 
                           1.103    "SECURITIES ACT"..................................................................8 
                           1.104    "SUBORDINATED CLAIMS".............................................................8 
                           1.105    "SUBSIDIARIES"....................................................................8 
                           1.106    "SUBSIDIARY DEBTORS"..............................................................8 
                           1.107    "SUBSIDIARY INTERESTS"............................................................8 
                           1.108    "SUBSTANTIAL CONTRIBUTION CLAIM"..................................................8 
                           1.109    "TRUST ASSETS"....................................................................8 
                           1.110    "TRUST ADVISORY BOARD"............................................................8 
                           1.111    "TRUST RECOVERIES"................................................................8 
                           1.112    "TRUSTEE" ........................................................................8 
                           1.113    "UNIMPAIRED"......................................................................8 
                           1.114    "UNIMPAIRED CLAIM"................................................................9 
                           1.115    "UNIMPAIRED UNSECURED CLAIMS".....................................................9 
                           1.116    "U.S. BANK".......................................................................9 
                           1.117    "U.S. TRUST"......................................................................9 
                           1.118    "VOTING DEADLINE".................................................................9 
                           1.119    "VOTING RECORD DATE"..............................................................9 
                           1.120    "WASHINGTON STOCK OPTIONS"........................................................9 
                           1.121    "WGI CREDITOR TRUST"..............................................................9 
                           1.122    "WGI CREDITOR TRUST AGREEMENT"....................................................9 
                           1.123    "WGI CREDITOR TRUST EQUITY RESIDUAL" .............................................9 
                           1.124    "WGI INTERESTS"...................................................................9 

C.       RULES OF INTERPRETATION......................................................................................9 

D.       COMPUTATION OF TIME..........................................................................................9 

E.       GOVERNING LAW................................................................................................9 

ARTICLE II                                                                                                              

         CLASSIFICATION OF CLAIMS AND INTERESTS......................................................................10 
                           2.1      INTRODUCTION.....................................................................10 
                           2.2      CLASSIFICATION OF UNIMPAIRED CLAIMS AND INTERESTS................................10 
                           2.3      CLASSIFICATION OF IMPAIRED CLAIMS AND INTERESTS.  ...............................10 

ARTICLE III                                                                                                             

         TREATMENT OF CLAIMS AND INTERESTS...........................................................................11 
                  3.1      UNCLASSIFIED CLAIMS.......................................................................11 
                                    (A)     DIP FACILITY CLAIMS......................................................11 
                                    (B)     ADMINISTRATIVE CLAIMS....................................................11 
                                    (C)     PRIORITY TAX CLAIMS......................................................11 
                  3.2      UNIMPAIRED CLASSES OF CLAIMS AND INTERESTS................................................11 
                                    (A)     CLASS 1:  OTHER PRIORITY CLAIMS..........................................11 
                                    (B)     CLASS 2:  OTHER SECURED CLAIMS...........................................11 
                                    (C)     CLASS 3:  UNIMPAIRED UNSECURED CLAIMS....................................12 
                                    (D)     CLASS 4:  INTERCOMPANY CLAIMS............................................12 
                                    (E)     CLASS 5:  SUBSIDIARY INTERESTS...........................................12 
                  3.3      IMPAIRED CLASSES OF CLAIMS AND INTERESTS..................................................12 
                                    (A)     CLASS 6:  SECURED LENDER CLAIMS..........................................12 
                                    (B)     CLASS 7:  GENERAL UNSECURED CLAIMS.......................................12 
                                    (C)     CLASS 8:  WGI INTERESTS AND SUBORDINATED CLAIMS..........................12 
                  3.4      RESERVATION OF RIGHTS REGARDING CLAIMS....................................................12 
                  3.5      RAYTHEON ASSERTED CLAIMS..................................................................12 

                                 Appendix A-iii                                                                         

EX-99.1
5th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 5th
ARTICLE IV                                                                                                              

         ACCEPTANCE OR REJECTION OF THE PLAN.........................................................................12 
                           4.1      IMPAIRED CLASSES OF CLAIMS AND INTERESTS ENTITLED TO VOTE........................12 
                           4.2      ACCEPTANCE BY AN IMPAIRED CLASS..................................................13 
                           4.3      PRESUMED ACCEPTANCES BY UNIMPAIRED CLASSES.......................................13 
                           4.4      CLASSES DEEMED TO REJECT PLAN....................................................13 
                           4.5      SUMMARY OF CLASSES VOTING ON THE PLAN............................................13 
                           4.6      CONFIRMATION PURSUANT TO SECTION 1129(b) OF THE BANKRUPTCY CODE..................13 

ARTICLE V                                                                                                               

         MEANS FOR IMPLEMENTATION OF THE PLAN........................................................................13 
                           5.1      CONTINUED CORPORATE EXISTENCE....................................................13 
                           5.2      CANCELLATION OF OLD SECURITIES AND AGREEMENTS....................................13 
                           5.3      CERTIFICATES OF INCORPORATION AND BY-LAWS........................................13 
                           5.4      RESTRUCTURING TRANSACTIONS.......................................................14 
                           5.5      ISSUANCE OF NEW COMMON STOCK.....................................................14 
                           5.6      COMPENSATION AND BENEFIT PROGRAMS................................................14 
                           5.7      EXIT FACILITY....................................................................14 
                           5.8      DIRECTORS AND OFFICERS OF REORGANIZED DEBTORS....................................15 
                           5.9      REVESTING OF ASSETS; RELEASES OF LIENS...........................................15 
                           5.10     PRESERVATION OF RIGHTS OF ACTION.................................................15 
                           5.11     EFFECTUATING DOCUMENTS; FURTHER TRANSACTIONS.....................................15 
                           5.12     EXEMPTION FROM CERTAIN TRANSFER TAXES............................................15 
                           5.13     RELEASES AND RELATED MATTERS.....................................................16 
                           5.14     SUBSTANTIVE CONSOLIDATION FOR PURPOSES OF TREATING IMPAIRED CLAIMS...............16 
                           5.15     GRANT AND ISSUANCE OF WASHINGTON STOCK OPTIONS...................................17 
                           5.16     CONTINUATION OF CERTAIN ORDERS...................................................18 

ARTICLE VI                                                                                                              

         TREATMENT OF EXECUTORY CONTRACTS                                                                               
         AND UNEXPIRED LEASES........................................................................................18 
                           6.1      ASSUMED CONTRACTS AND LEASES.....................................................18 
                           6.2      PAYMENTS RELATED TO ASSUMPTION OF CONTRACTS AND LEASES...........................18 
                           6.3      REJECTED CONTRACTS AND LEASES....................................................18 

ARTICLE VII                                                                                                             

         PROVISIONS GOVERNING DISTRIBUTIONS..........................................................................19 
                           7.1      DISTRIBUTIONS FOR CLAIMS ALLOWED AS OF THE EFFECTIVE DATE........................19 
                           7.2      INTEREST ON CLAIMS...............................................................19 
                           7.3      DISTRIBUTIONS BY DISBURSING AGENT, TRUSTEE AND THE INDENTURE TRUSTEE.............19 
                           7.4      RECORD DATE FOR DISTRIBUTIONS TO HOLDERS OF LENDER CLAIMS AND OLD NOTES..........20 
                           7.5      MEANS OF CASH PAYMENT............................................................20 
                           7.6      CALCULATION OF DISTRIBUTION AMOUNTS OF NEW COMMON SHARES.........................20 
                           7.7      DELIVERY OF DISTRIBUTIONS........................................................20 
                           7.8      SURRENDER OF SECURITIES AND INSTRUMENTS..........................................20 
                           7.9      WITHHOLDING AND REPORTING REQUIREMENTS...........................................21 
                           7.10     SETOFFS..........................................................................21 

ARTICLE VIII                                                                                                            

         PROCEDURES FOR RESOLVING DISPUTED,                                                                             
         CONTINGENT, AND UNLIQUIDATED CLAIMS AND DISPUTED INTERESTS..................................................21 

                                  Appendix A-iv                                                                         

EX-99.1
6th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 6th
                           8.1      PROSECUTION OF OBJECTIONS........................................................21 
                           8.2      NO DISTRIBUTIONS PENDING ALLOWANCE...............................................21 
                           8.3      DISPUTED CLASS 7 DISTRIBUTION RESERVE............................................22 
                           8.4      DISTRIBUTIONS AFTER ALLOWANCE OF CLASS 7 CLAIM...................................22 
ARTICLE IX                                                                                                              

         WGI CREDITOR TRUST..........................................................................................22 
                           9.1      APPOINTMENT OF TRUSTEE...........................................................22 
                           9.2      TRANSFER OF TRUST ASSETS TO THE WGI CREDITOR TRUST...............................22 
                           9.3      THE WGI CREDITOR TRUST...........................................................22 
                           9.4      THE TRUST ADVISORY BOARD.........................................................23 
                           9.5      FUNDING OF THE WGI CREDITOR TRUST................................................24 
                           9.6      REIMBURSEMENT OBLIGATION.........................................................24 
                           9.7      DISTRIBUTIONS OF TRUST ASSETS....................................................24 

ARTICLE X                                                                                                               

         CONDITIONS PRECEDENT TO CONFIRMATION                                                                           
         AND CONSUMMATION OF THE PLAN................................................................................24 
                           10.1     CONDITIONS TO CONFIRMATION.......................................................24 
                           10.2     CONDITIONS TO EFFECTIVE DATE.....................................................24 
                           10.3     WAIVER OF CONDITIONS.............................................................25 

ARTICLE XI                                                                                                              

         RETENTION OF JURISDICTION...................................................................................25 
                           11.1     EXCLUSIVE JURISDICTION OF THE BANKRUPTCY COURT...................................25 

ARTICLE XII                                                                                                             

         MISCELLANEOUS PROVISIONS....................................................................................26 
                           12.1     PROFESSIONAL FEE CLAIMS..........................................................26 
                           12.2     ADMINISTRATIVE CLAIMS BAR DATE...................................................26 
                           12.3     POST-EFFECTIVE DATE COMPENSATION FOR THE TRUSTEE AND TRUSTEE'S PROFESSIONALS.....26 
                           12.4     PAYMENT OF STATUTORY FEES........................................................27 
                           12.5     MODIFICATIONS AND AMENDMENTS.....................................................27 
                           12.6     SEVERABILITY OF PLAN PROVISIONS..................................................27 
                           12.7     SUCCESSORS AND ASSIGNS...........................................................27 
                           12.8     COMPROMISES AND SETTLEMENTS......................................................27 
                           12.9     RELEASES AND SATISFACTION OF SUBORDINATION RIGHTS................................27 
                           12.10    DISCHARGE OF THE DEBTORS.........................................................28 
                           12.11    INJUNCTION.......................................................................28 
                           12.12    COMMITTEES.......................................................................28 
                           12.13    EXCULPATION AND LIMITATION OF LIABILITY..........................................28 
                           12.14    BINDING EFFECT...................................................................29 
                           12.15    REVOCATION, WITHDRAWAL, OR NON-CONSUMMATION......................................29 
                           12.16    PLAN EXHIBITS....................................................................29 
                           12.17    NOTICES..........................................................................29 
                           12.18    INDEMNIFICATION OBLIGATIONS......................................................30 
                           12.19    PREPAYMENT.......................................................................31 
                           12.20    TERM OF INJUNCTIONS OR STAYS.....................................................31 

Appendix A-v

EX-99.1
7th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 7th
EXHIBITS

Exhibit A           Form of Articles of Incorporation of Reorganized WGI        

Exhibit B           Form of Bylaws of Reorganized WGI                           

Exhibit C           Form of Management Option Plan                              

Exhibit D           Form of Registration Rights Agreement                       

Exhibit E           Form of WGI Creditor Trust Agreement                        

SCHEDULES             

Schedule 1.67       Schedule of Non-Debtor Subsidiaries                         

Schedule 1.106      Schedule of Subsidiary Debtors                              

Schedule 5.13       Schedule of Parties Not Released Pursuant to Section 5.13   

Schedule 5.15(b)    Sample Calculation of Strike Price for Washington Stock     
Options                                 

Schedule 5.15(e)    Sample Calculation for Potential Payment to Mr. Washington  

Schedule 6.3        Exclusive Schedule of Rejected Contracts                    

Schedule 6.5        Exclusive Schedule of Assumed Completed Projects and Related
Obligations                             

                                             Appendix A-vi

EX-99.1
8th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 8th
INTRODUCTION

       Washington Group International, Inc., a Delaware corporation ("WGI"),
and those entities listed on Schedule 1.106 hereto (collectively, the           
"Subsidiary Debtors"), hereby propose the following joint plan of reorganization
(the "Plan") for the resolution of their outstanding creditor Claims and equity 
Interests. Reference is made to the Disclosure Statement (as that term is       
defined herein) distributed contemporaneously herewith, for a discussion of the 
Debtors' history, businesses, properties, results of operations, projections for
future operations, risk factors, a summary and analysis of the Plan, and certain
related matters, including the New Securities to be issued under the Plan. The  
Debtors are the proponents of this Plan within the meaning of section 1129 of   
the Bankruptcy Code.                                                            

        Many of WGI's subsidiaries (including foreign entities, joint ventures
and Westinghouse Government Services LLC and its subsidiaries) have not         
commenced cases under chapter 11 of the Bankruptcy Code (collectively, the      
"Non-Debtor Subsidiaries"), and accordingly continue to operate their businesses
in the ordinary course without being materially impacted by the Debtors' chapter
11 cases. A list of the Non-Debtor Subsidiaries is attached hereto as Schedule  
1.67.                                                                           

All holders of Claims are encouraged to read this Plan and the
Disclosure Statement in their entirety before voting to accept or reject this   
Plan. Subject to certain restrictions and requirements set forth in section 1127
of the Bankruptcy Code and Fed. R. Bankr. P. 3019 and Article XII of this Plan, 
the Debtors reserve the right to alter, amend, modify, revoke or withdraw this  
Plan prior to its substantial consummation.                                     

 ARTICLE I

 DEFINITIONS, RULES OF INTERPRETATION,
 COMPUTATION OF TIME AND GOVERNING LAW

A.       SCOPE OF DEFINITIONS; RULES OF CONSTRUCTION                            

       For purposes of this Plan, except as expressly provided or unless the
context otherwise requires, all capitalized terms not otherwise defined shall   
have the meanings ascribed to them in Article I of this Plan. Any term used in  
this Plan that is not defined herein, but is defined in the Bankruptcy Code or  
the Bankruptcy Rules, shall have the meaning ascribed to that term in the       
Bankruptcy Code or the Bankruptcy Rules. Whenever the context requires, such    
terms shall include the plural as well as the singular number, the masculine    
gender shall include the feminine, and the feminine gender shall include the    
masculine.                                                                      

B.       DEFINITIONS                                                            

 1.1      "ADMINISTRATIVE CLAIM" means a Claim for payment of an
                administrative expense of a kind specified in section 503(b)
                 or 1114(e)(2) of the Bankruptcy Code and entitled to priority
         pursuant to section 507(a)(1) of the Bankruptcy Code,
                  including, but not limited to, (a) the actual, necessary costs
                 and expenses, incurred after the Petition Date, of preserving
            the Estates and operating the businesses of the Debtors,
          including wages, salaries, or commissions for services
               rendered after the commencement of the Chapter 11 Case, (b)
              Professional Fee Claims, (c) all fees and charges assessed
                against the Estates under 28 U.S.C. Section 1930 and (d) all
     Allowed Claims that are entitled to be treated as
          Administrative Claims pursuant to a Final Order of the
                 Bankruptcy Court under section 546(c)(2)(A) of the Bankruptcy
Code.                                       

        1.2      "ALLOWED CLAIM" means a Claim or any portion thereof (a) that
                has been allowed by a Final Order, or (b) as to which, on or
               by the Effective Date, (i) no proof of claim has been filed
         with the Bankruptcy Court and (ii) the liquidated and
                  noncontingent amount of which is Scheduled, other than a Claim
          that is Scheduled at zero, in an unknown amount, or as
               disputed, or (c) for which a proof of claim in a liquidated
          amount has been timely filed with the Bankruptcy Court
           pursuant to the Bankruptcy Code, any Final Order of the
                  Bankruptcy Court or other applicable bankruptcy law, and as to
                 which either (i) no objection to its allowance has been filed
           within the periods of limitation fixed by the Plan, the
              Bankruptcy Code or by any order of the Bankruptcy Court or
           (ii) any objection to its allowance has been settled or
                  withdrawn, or has been denied by a Final Order, or (d) that is
          expressly allowed in a liquidated amount in this Plan.

         1.3      "ALLOWED" means, when used in reference to a Claim or Interest
          within a particular Class, an Allowed Claim or Allowed
 Interest of the type described in such Class.

Appendix A-1

EX-99.1
9th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 9th
  1.4      "ALLOWED CLASS ... CLAIM" means an Allowed Claim in the
particular Class described.                 

        1.5      "AMENDED CERTIFICATES OF INCORPORATION AND BY-LAWS" means the
                 Reorganized Debtors' respective certificates of incorporation
and by-laws, as amended by the Plan.        

        1.6      "BALLOTS" means each of the ballot forms distributed with the
                  Disclosure Statement to holders of Impaired Claims entitled to
                vote as specified in Section 4.5 of this Plan, in connection
     with the solicitation of acceptances of the Plan.

        1.7      "BANKRUPTCY CODE" means the Bankruptcy Reform Act of 1978, as
             codified in title 11 of the United States Code, 11 U.S.C.
             Sections 101-1330, as now in effect or hereafter amended.

      1.8      "BANKRUPTCY COURT" means the United States Bankruptcy Court
              for the District of Nevada or such other court as may have
jurisdiction over the Chapter 11 Case.      

       1.9      "BANKRUPTCY RULES" means, collectively, the Federal Rules of
              Bankruptcy Procedure and the Official Bankruptcy Forms, as
                 amended, the Federal Rules of Civil Procedure, as amended, as
                 applicable to the Chapter 11 Case or proceedings therein, and
                 the Local Rules of the Bankruptcy Court, as applicable to the
               Chapter 11 Case or proceedings therein, as the case may be.

     1.10     "BAR DATE(S)" means the date(s), if any, designated by the
                 Bankruptcy Court as the last dates for filing proofs of Claim
or Interest against the Debtors.            

1.11     "BOA" means Bank of America, N.A.                    

        1.12     "BUSINESS DAY" means any day, excluding Saturdays, Sundays or
                  "legal holidays" (as defined in Fed. R. Bankr. P. 9006(a)), on
                 which commercial banks are open for business in New York, New
York.                                       

        1.13     "CASH" means legal tender of the United States or equivalents
thereof.                                    

      1.14     "CHAPTER 11 CASE" means the jointly administered Chapter 11
cases of the Debtors.                       

     1.15     "CLAIM" means a claim against the Debtors, or any of them,
                whether or not asserted, as defined in section 101(5) of the
Bankruptcy Code.                            

    1.16     "CLAIMS OBJECTION DEADLINE" means the last day for filing
             objections to Disputed Claims, which day shall be 90 days
after the Effective Date.                   

         1.17     "CLASS" means a category of holders of Claims or Interests, as
described in Section 2.1 of this Plan.      

         1.18     "COLLATERAL" means any property or interest in the property of
                a Debtor's Estate subject to a Lien to secure the payment or
                  performance of a Claim, which Lien is not subject to avoidance
            under the Bankruptcy Code or otherwise invalid under the
Bankruptcy Code or applicable state law.    

      1.19     "COMPLETED PROJECT" means any project with respect to which
                  the substantive work has been completed as of the Confirmation
         Date, pursuant to the terms of such project contract.

    1.20     "CONFIRMATION" means entry by the Bankruptcy Court of the
Confirmation Order.                         

      1.21     "CONFIRMATION DATE" means the date of entry by the clerk of
   the Bankruptcy Court of the Confirmation Order.

1.22     "CONFIRMATION HEARING" means the hearing to consider 
                 confirmation of the Plan under section 1128 of the Bankruptcy
Code.                                       

         1.23     "CONFIRMATION ORDER" means the order entered by the Bankruptcy
Court confirming the Plan.                  

        1.24     "CREDIT DOCUMENTS" means the "Credit Documents" as defined in
the Pre-Petition Credit Agreement.          

Appendix A-2

EX-99.1
10th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 10th
       1.25     "CREDITOR" means any Person who holds a Claim against any of
the Debtors.                                

  1.26     "CREDITORS' COMMITTEE" means the committee of unsecured
               creditors, if any, appointed pursuant to section 1102(a) of
the Bankruptcy Code in the Chapter 11 Case. 

1.27     "CSFB" means Credit Suisse First Boston.             

        1.28     "CURE" means the distribution of Cash, or such other property
          as may be agreed upon by the parties or ordered by the
          Bankruptcy Court, with respect to the assumption of an
              executory contract or unexpired lease, pursuant to section
            365(b) of the Bankruptcy Code, in an amount equal to all
                unpaid monetary obligations, without interest, or such other
           amount as may be agreed upon by the parties, under such
             executory contract or unexpired lease, to the extent such
             obligations are enforceable under the Bankruptcy Code and
applicable bankruptcy law.                  

1.29     "DEBTOR(S)" means, individually, WGI and each of the 
                Subsidiary Debtors, and collectively, WGI and the Subsidiary
                 Debtors, including in their capacity as debtors-in-possession
                  pursuant to sections 1107 and 1108 of the Bankruptcy Code, and
as reorganized hereunder.                   

         1.30     "DILUTION" means dilution subsequent to the Effective Date (a)
                 to the extent necessary to give effect to the exercise of the
              Management Options and the Washington Stock Options or (b)
           otherwise as a result of the issuance of common shares,
                  implementation of other management incentive programs or other
              action taken by the board of directors of Reorganized WGI.

    1.31     "DIP AGENT" means CSFB, in its capacity as administrative
agent under the DIP Facility Agreement.     

        1.32     "DIP FACILITY" means the debtor-in-possession credit facility
             to be provided to the Debtors during the Chapter 11 Case,
pursuant to the DIP Facility Agreement.     

     1.33     "DIP FACILITY AGREEMENT" means the Credit Agreement, to be
               dated as of, or prior to, the Petition Date, between WGI as
                  borrowers, the Subsidiary Debtors as guarantors, certain other
                  Subsidiaries as guarantors, the DIP agent and the other lender
signatories thereto.                        

   1.34     "DIP FACILITY CLAIM" means a Claim arising under or as a
result of the DIP Facility.                 

1.35     "DISBURSING AGENT" means Reorganized WGI or any party
             designated by Reorganized WGI, in its sole discretion, to
               serve as a disbursing agent under the Plan, with respect to
                the distributions to holders of Allowed Class 7 Claims means
            the Trustee, and with respect to the Old Notes means the
indenture trustee under the Old Indenture.  

        1.36     "DISCLOSURE STATEMENT" means the written disclosure statement
          that relates to the Plan, as amended, supplemented, or
        modified from time to time, and that is prepared and
                 distributed in accordance with section 1125 of the Bankruptcy
Code and Fed. R. Bankr. P. 3018.            

      1.37     "DISPUTED CLASS 7 CLAIM" means any Claim which has not been
        Allowed pursuant to the Plan or a Final Order of the
Bankruptcy Court, and                       

                  (a)      if no Proof of Claim has been, or deemed to have been
filed, by the applicable Bar Date, which has been or hereafter is listed on the 
Schedules as unliquidated, contingent, or disputed, and which has not been      
resolved by written agreement of the parties or an order of the Bankruptcy      
Court;                                                                          

                  (b)      if a Proof of Claim has been filed, or deemed to have
been filed, by the applicable Bar Date (i) a Claim for which a corresponding    
Claim has been listed on the Schedules as unliquidated, contingent or disputed; 
(ii) a Claim for which a corresponding Claim has been listed on the Schedules as
other than unliquidated, contingent or disputed, but the amount of such Claim as
asserted in the Proof of Claim varies from the amount of such Claim as listed in
the Schedules; or (iii) as to which a Debtor has timely filed an objection or   
request for estimation in accordance with the Plan, the Bankruptcy Code, the    
Bankruptcy Rules, and any orders of the Bankruptcy Court, or which is otherwise 
disputed by a Debtor in accordance with applicable law, which objection, request
for estimation or dispute has not been withdrawn, or determined by a Final      
Order;                                                                          

Appendix A-3

EX-99.1
11th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 11th
                (c)      for which a Proof of Claim was required to be filed
by order of the Bankruptcy Court, but as to which a Proof of Claim was not      
timely or properly filed; or                                                    

                  (d)      that is disputed in accordance with the provisions of
this Plan.                                                                      

    1.38     "DISPUTED CLASS 7 CLAIM AMOUNT" means (a) if a liquidated
           amount is set forth in the Proof of Claim relating to a
                  Disputed Class 7 Claim, (i) the liquidated amount set forth in
              the Proof of Claim relating to the Disputed Class 7 Claim;
                  (ii) an amount agreed to by the Debtors and the holder of such
                Disputed Class 7 Claim; or (iii) if a request for estimation
              is filed by the Debtors, the amount at which such Claim is
                  estimated by the Bankruptcy Court; (b) if no liquidated amount
             is set forth in the Proof of Claim relating to a Disputed
                 Class 7 Claim, (i) an amount agreed to by the Debtors and the
            holder of such Disputed Class 7 Claim or (ii) the amount
          estimated by the Bankruptcy Court with respect to such
                 Disputed Class 7 Claim; or (c) if the Claim was listed on the
                  Schedules as unliquidated, contingent or disputed and no Proof
            of Claim was filed, or deemed to have been filed, by the
              applicable Bar Date and the Claim has not been resolved by
                  written agreement of the parties or an order of the Bankruptcy
Court, zero.                                

   1.39     "DISTRIBUTION DATE" means the date, occurring as soon as
                  practicable after the Effective Date, upon which distributions
                  are made by the Reorganized Debtors, to holders of Allowed DIP
                Facility Claims, Administrative Claims, Priority Tax Claims,
and Allowed Class 6 Claims.                 

        1.40     "DISTRIBUTION RECORD DATE" means the record date for purposes
                of making distributions under the Plan on account of Allowed
                Claims, including distributions from the WGI Creditor Trust,
                which date shall be the Confirmation Date or such other date
designated in the Confirmation Order.       

1.41     "EFFECTIVE DATE" means the Business Day on which all 
              conditions to the consummation of the Plan as set forth in
              Section 10.1 of this Plan have been satisfied or waived as
              provided in Section 10.3 of this Plan and is the effective
date of the Plan.                           

         1.42     "EMPLOYEE CLAIMS" means, collectively, the unsecured Claims of
                  any person employed by any of the Debtors on the Petition Date
                  other than Claims arising as a result of the assumption of any
             contract or agreement or the rejection of any contract or
       agreement on Schedule 6.3, or that are tort claims.

        1.43     "ESTATE(S)" means, individually, the estate of each Debtor in
              the Chapter 11 Case, and, collectively, the estates of all
               Debtors in the Chapter 11 Case, created pursuant to section
541 of the Bankruptcy Code.                 

         1.44     "EXIT FACILITY" means a new senior secured credit facility, in
            an amount to be determined by the Debtors, which WGI and
                certain Subsidiaries shall enter into on the Effective Date.

        1.45     "EXIT LENDER(S)" means the lender(s) under the Exit Facility.

       1.46     "FACE AMOUNT" means (a) when used in reference to a Disputed
                  Class 7 Claim, the full stated amount claimed by the holder of
          such Claim in any proof of Claim timely filed with the
                  Bankruptcy Court or otherwise deemed timely filed by any Final
                Order of the Bankruptcy Court or other applicable bankruptcy
                law, and (b) when used in reference to an Allowed Claim, the
allowed amount of such Claim.               

     1.47     "FINAL ORDER" means an order or judgment of the Bankruptcy
                  Court, or other court of competent jurisdiction, as entered on
                 the docket in the Chapter 11 Case, the operation or effect of
             which has not been stayed, reversed, or amended and as to
              which order or judgment (or any revision, modification, or
           amendment thereof) the time to appeal or seek review or
               rehearing has expired and as to which no appeal or petition
           for review or rehearing was filed or, if filed, remains
pending.                                    

    1.48     "FUNDED DEBT" has the meaning ascribed thereto in Section
5.15(f) of this Plan.                       

      1.49     "GENERAL UNSECURED CLAIM" means a Claim against the Debtors
           that is not a DIP Facility Claim, Administrative Claim,
                  Priority Tax Claim, Other Priority Claim, Other Secured Claim,
          Intercompany Claim, Secured Lender Claim or Unimpaired
              Unsecured Claim, and includes, without limitation, the Old
              Note Claims, the Raytheon Asserted Claims (if any) and the
Lender Deficiency Claims.                   

Appendix A-4

EX-99.1
12th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 12th
   1.50     "IMPAIRED" means, when used with reference to a Claim or
             Interest, a Claim or Interest that is impaired within the
   meaning of section 1124 of the Bankruptcy Code.

      1.51     "INDEMNIFICATION OBLIGATION" means the obligation of any of
                  the Debtors or Subsidiaries to indemnify, reimburse or provide
              contribution to any present or former officer, director or
                employee, or any present or former professionals or advisors
                  of the Debtors, pursuant to by-laws, articles of incorporation
                or otherwise as may be in existence immediately prior to the
              Petition Date, including, without limitation, accountants,
               auditors, financial consultants, underwriters or attorneys,
             whether pursuant to charter, by law, contract, statute or
                otherwise, regardless of whether the indemnification is owed
                  in connection with a pre-petition or post-petition occurrence.

       1.52     "INDENTURE TRUSTEE" means United States Trust Company of New
             York or its successor, in either case, in its capacity as
indenture trustee for the Old Notes.        

    1.53     "INITIAL DEPOSIT" means the funding, in the amount of $20
                 million, to be made to the WGI Creditor Trust as set forth in
Section 9.5 of this Plan.                   

        1.54     "INTERCOMPANY CLAIM" means, as the case may be, any Claim (a)
             by a Debtor against another Debtor or (b) by a Non-Debtor
Subsidiary against a Debtor.                

     1.55     "INTEREST" means (a) the legal, equitable, contractual and
               other rights of any Person (including any 401K plan or plan
              participant) with respect to WGI Interests, (b) the legal,
             equitable, contractual or other rights of any Person with
          respect to the Subsidiary Interests and (c) the legal,
           equitable, contractual or other rights of any Person to
acquire or receive any of the foregoing.    

   1.56     "LENDER" means a "Lender" as defined in the Pre-Petition
              Credit Agreement, CSFB as Administrative Agent, Collateral
                  agent and arranger, Bank of Montreal as syndication agent, BoA
               and U.S. Bank as documentation agents, and their individual
successors and assigns.                     

         1.57     "LENDER CLAIM" means a Claim of a Lender arising under or as a
          result of the Pre-Petition Credit Facility Agreements.

    1.58     "LENDER DEFICIENCY CLAIMS" means the unsecured deficiency
                Claims of each Lender arising under the Pre- Petition Credit
             Facility Agreements, which Claims shall be deemed Allowed
                  pursuant to this Plan in amount determined by the Confirmation
Hearing.                                    

   1.59     "LIEN" means a charge against or interest in property to
             secure payment of a debt or performance of an obligation.

         1.60     "LITIGATION CLAIMS" means the claims, rights of action, suits,
                 or proceedings, whether in law or in equity, whether known or
               unknown, that the Debtors or their Estates may hold against
              any Person, excluding the Raytheon Claims, which are to be
                retained by the Reorganized Debtors pursuant to Section 5.10
of this Plan.                               

   1.61     "MANAGEMENT OPTION PLAN" means a stock option plan to be
              adopted by Reorganized WGI pursuant to Section 5.6 of this
              Plan, in substantially the form of Exhibit C to this Plan.

       1.62     "MANAGEMENT OPTION PLAN PARTICIPANTS" means the employees of
             Reorganized WGI entitled to participate in the Management
Option Plan.                                

 1.63     "MANAGEMENT OPTIONS" means the options to be issued by
                 Reorganized WGI to the Management Option Plan Participants to
                purchase New Common Shares pursuant to the provisions of the
Management Option Plan.                     

         1.64     "NET TRUST RECOVERIES" means the amount by which the aggregate
               amount of Trust Recoveries exceeds the aggregate of (a) the
              Reimbursement Obligation, (b) the reasonable and necessary
             expenses incurred by the Trustee or to be incurred by the
                 Trustee (as estimated by the Trustee in consultation with the
                 Trust Advisory Board) in fulfilling the obligations set forth
                in the Plan and the WGI Creditor Trust Agreement and (c) the
                  reasonable and necessary expenses of the Trust Advisory Board.

Appendix A-5

EX-99.1
13th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 13th
    1.65     "NEW COMMON SHARES" means the 25 million shares of common
                  shares of Reorganized WGI authorized under Section 5.5 of this
Plan.                                       

       1.66     "NEW SECURITIES" means, collectively, the New Common Shares,
        Management Options and the Washington Stock Options.

        1.67     "NON-DEBTOR SUBSIDIARIES" means, collectively, the direct and
               indirect subsidiaries of WGI listed on Schedule 1.67, which
                 have not commenced Chapter 11 cases and thus are not Debtors.

        1.68     "OLD COMMON SHARES" means the common shares of WGI issued and
outstanding as of the Petition Date.        

      1.69     "OLD NOTES" means the 11% Senior Notes due 2010, issued and
outstanding under the Old Indenture.        

       1.70     "OLD NOTE CLAIM" means any Claim arising from the Old Notes.

   1.71     "OLD INDENTURE" means the Indenture, dated July 1, 2000,
               between U.S. Trust, as trustee, and the Debtors pursuant to
        which the Old Notes were issued and are outstanding.

       1.72     "OLD SECURITIES" means, collectively, the Old Common Shares,
the Old Stock Options and the Old Notes.    

        1.73     "OLD STOCK OPTIONS" means the outstanding options to purchase
Old Common Shares, as of the Petition Date. 

        1.74     "ORDINARY COURSE PROFESSIONALS' ORDER" means an order entered
              by the Bankruptcy Court authorizing the Debtors to retain,
             employ and pay certain professionals, as specified in the
              order, which are not involved in the administration of the
                Chapter 11 Case, in the ordinary course of business, without
further order of the Bankruptcy Court.      

    1.75     "OTHER PRIORITY CLAIM" means a Claim entitled to priority
                  pursuant to section 507(a) of the Bankruptcy Code other than a
               DIP Facility Claim, Priority Tax Claim or an Administrative
Claim.                                      

       1.76     "OTHER SECURED CLAIMS" means, all Secured Claims against any
              of the Debtors, as the case may be, other than the Secured
Lender Claims.                              

      1.77     "PERSON" means Person as defined in section 101 (41) of the
Bankruptcy Code.                            

    1.78     "PETITION DATE" means the date on which the Debtors filed
              their petitions for relief commencing the Chapter 11 Case.

   1.79     "PLAN" means this Chapter 11 reorganization plan and all
                 exhibits annexed hereto or referenced herein, as the same may
               be amended, modified or supplemented from time to time with
           the consent of the Agent under the Pre- Petition Credit
Agreement.                                  

1.80     "PLAN EXHIBIT" means any exhibit attached hereto.    

     1.81     "PRE-PETITION CREDIT AGREEMENT" means the Credit Agreement
                  dated as of July 7, 2000, among WGI, as borrower, the Lenders,
                 CSFB, as administrative agent, collateral agent, issuing bank
                  and arranger for the Lenders, Bank of Montreal, as syndication
            agent, and BoA and U.S. Bank as documentation agents, as
                amended by amending agreements dated as of October 16, 2000.

1.82     "PRE-PETITION CREDIT FACILITY AGREEMENTS" mean the   
        Pre-Petition Credit Agreement, the Credit Documents.

 1.83     "PRIORITY TAX CLAIM" means a Claim that is entitled to
                  priority pursuant to section 507(a)(8) of the Bankruptcy Code.

        1.84     "PROFESSIONAL" means any professional employed in the Chapter
              11 Case pursuant to sections 327 or 1103 of the Bankruptcy
                Code or otherwise and any professionals seeking compensation
                  or reimbursement of expenses in connection with the Chapter 11
              Case pursuant to section 503(b)(4) of the Bankruptcy Code.

Appendix A-6

EX-99.1
14th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 14th
       1.85     "PROFESSIONAL FEE CLAIM" means a Claim of a Professional for
                compensation or reimbursement of costs and expenses relating
                 to services incurred after the Petition Date and prior to and
including the Effective Date.               

      1.86     "PRO RATA" means, at any time, the proportion that the Face
                  Amount of a Claim in a particular Class bears to the aggregate
                 Face Amount of all Claims (including Disputed Claims) in such
Class, unless the Plan provides otherwise.  

       1.87     "PROOF OF CLAIM" means the proof of claim that must be filed
               by a holder of an Impaired Unsecured Claim by the Bar Date.

       1.88     "RAYTHEON" means, collectively, Raytheon Company and any and
      all of its subsidiaries, affiliates, agents and/or
representatives.                            

      1.89     "RAYTHEON ACTIONS" means case no. CV OC 0101422D brought in
             the District Court of the Fourth Judicial District of the
           State of Idaho, in and for the County of ADA, captioned
                Washington Group International, Inc. v. Raytheon Company and
                  Raytheon Engineers & Constructors International, Inc., and any
      related actions, suits, countersuits or otherwise.

         1.90     "RAYTHEON ASSERTED CLAIMS" means any Claims arising out of the
                Raytheon Actions, or otherwise, asserted by Raytheon against
                  any of the Debtors or any of the Subsidiary Debtors including,
                but not limited to, claims for contribution, indemnification
or subrogation.                             

        1.91     "RAYTHEON CLAIMS" means all claims or causes of action of the
            Debtors or the Non-Debtor Subsidiaries against Raytheon,
             whether arising out of the Raytheon Actions or otherwise,
           including any claims and causes of action arising under
                sections 542, 544, 547, 548, 550 or any other section of the
               Bankruptcy Code, except for any Claims relating to asbestos
liabilities.                                

   1.92     "REGISTRATION RIGHTS AGREEMENT" means an agreement to be
               entered into between Reorganized WGI and certain holders of
               Claims with respect to rights of registration as to the New
                 Common Shares, in substantially the form set forth in Exhibit
D to this Plan.                             

     1.93     "REIMBURSEMENT OBLIGATION" means the obligation of the WGI
              Creditor Trust to pay to Reorganized WGI any and all Trust
          Recoveries until such time as the Initial Deposit plus
                interest at the rate of 20% per annum, compounded quarterly,
has been repaid in full.                    

      1.94     "REINSTATED" OR "REINSTATEMENT" means (i) leaving unaltered
                 the legal, equitable, and contractual rights to which a Claim
                entitles the holder of such Claim or Interest so as to leave
                such Claim or Interest unimpaired in accordance with section
           1124 of the Bankruptcy Code or (ii) notwithstanding any
             contractual provision or applicable law that entitles the
                 holder of such Claim to demand or receive accelerated payment
               of such Claim or Interest after the occurrence of a default
                 (a) curing any such default that occurred before or after the
              Petition Date, other than a default of a kind specified in
                 section 365(b)(2) of the Bankruptcy Code; (b) reinstating the
               maturity of such Claim or Interest as such maturity existed
                  before such default; (c) compensating the holder of such Claim
           or Interest for any damages incurred as a result of any
          reasonable reliance by such holder on such contractual
           provision or such applicable law; and (d) not otherwise
                 altering the legal, equitable, or contractual rights to which
               such Claim or Interest entitles the holder of such Claim or
                 Interest ; PROVIDED, HOWEVER, that any contractual right that
             does not pertain to the payment when due of principal and
                 interest on the obligation on which such Claim or Interest is
            based, including, but not limited to, financial covenant
                ratios, negative pledge covenants, covenants or restrictions
         on merger or consolidation, and affirmative covenants
                  regarding corporate existence prohibiting certain transactions
             or actions contemplated by the Plan, or conditioning such
            transactions or actions on certain factors, shall not be
    required to be reinstated in order to accomplish
Reinstatement.                              

       1.95     "REORGANIZED DEBTOR(S)" means, individually, any Reorganized
                  Debtor and, collectively, all Reorganized Debtors, on or after
the Effective Date.                         

    1.96     "REORGANIZED SUBSIDIARY DEBTOR(S)" means, individually, a
         Reorganized Subsidiary Debtor, and, collectively, all
             Reorganized Subsidiary Debtors, on or after the Effective
Date.                                       

Appendix A-7

EX-99.1
15th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 15th
       1.97     "REORGANIZED WGI" means reorganized WGI or its successor, on
and after the Effective Date.               

        1.98     "RESTRUCTURING TRANSACTIONS" has the meaning ascribed thereto
in Section 5.4 of this Plan.                

        1.99     "SCHEDULES" means the schedules of assets and liabilities and
             the statements of financial affairs, if any, filed in the
        Bankruptcy Court by the Debtors as such schedules or
                  statements as may be amended or supplemented from time to time
              in accordance with Fed. R. Bankr. P. 1009 or orders of the
Bankruptcy Court.                           

       1.100    "SECONDARY LIABILITY CLAIM" means a Claim that arises from a
             Debtor being liable as a guarantor of, or otherwise being
      jointly, severally, or secondarily liable for, any
                contractual, or tort, or other obligation of another Debtor,
                including any Claim based on : (a) guaranties of collection,
                payment, or performance; (b) indemnity bonds, obligations to
               indemnify, or obligations to hold harmless; (c) performance
                bonds; (d) contingent liabilities arising out of contractual
                obligations or out of undertakings (including any assignment
        or other transfer) with respect to leases, operating
               agreements, or other similar obligations made or given by a
                Debtor relating to the obligations or performance of another
              Debtor; (e) vicarious liability; or (f) any other joint or
                several liability that any Debtor may have in respect of any
obligation that is the basis of a Claim.    

     1.101    "SECURED CLAIM" means a Claim that is secured by a Lien on
                  property in which an Estate has an interest or that is subject
              to setoff under section 553 of the Bankruptcy Code, to the
             extent of the value of the Claim holder's interest in the
              Estate's interest in such property or to the extent of the
          amount subject to setoff, as applicable, as determined
      pursuant to section 506(a) of the Bankruptcy Code.

   1.102    "SECURED LENDER CLAIM" means a Secured Claim of a Lender
           arising under or as a result of the Pre-Petition Credit
             Facility Agreements, which Claims shall be deemed Allowed
                  pursuant to this Plan in the aggregate amount of $505 million,
          as adjusted downward (if necessary) in an amount to be
               established by the Confirmation Hearing, as a result of the
issuance of the Washington Stock Options.   

       1.103    "SECURITIES ACT" means the Securities Act of 1933, 15 U.S.C.
             Sections 77a-77aa, as now in effect or hereafter amended.

         1.104    "SUBORDINATED CLAIMS" means any Claim subordinated pursuant to
  sections 510(b) or (c) of the Bankruptcy Code.

        1.105    "SUBSIDIARIES" mean, collectively, the Subsidiary Debtors and
the Non-Debtor Subsidiaries.                

1.106    "SUBSIDIARY DEBTORS" means the direct and indirect   
               subsidiaries of WGI listed on Schedule 1.106, each of which
are Debtors.                                

     1.107    "SUBSIDIARY INTERESTS" means, collectively, the issued and
                  outstanding shares of stock of the Subsidiary Debtors directly
        or indirectly owned by WGI, as of the Petition Date.

1.108    "SUBSTANTIAL CONTRIBUTION CLAIM" means a claim for   
                  compensation or reimbursement of expenses incurred in making a
               substantial contribution in the Chapter 11 Case pursuant to
         section 503(b)(3),(4), or (5) of the Bankruptcy Code.

     1.109    "TRUST ASSETS" means those assets to be transferred to and
              owned by the WGI Creditor Trust pursuant to Section 9.2 of
                  this Plan, which are comprised of (a) the Initial Deposit, (b)
           the Raytheon Claims, (c) all of the Debtors' rights and
                 standing to object to, litigate, settle and otherwise resolve
                 the Raytheon Asserted Claims and all other Disputed Claims in
            Class 7 on any basis and (d) any and all proceeds of the
                foregoing and interest actually earned with respect thereto.

       1.110    "TRUST ADVISORY BOARD" means the board that is to be created
           pursuant to Section 9.4 of this Plan for the purpose of
                advising the Trustee with respect to decisions affecting the
WGI Creditor Trust.                         

        1.111    "TRUST RECOVERIES" means any and all proceeds received by the
                  WGI Creditor Trust from (a) the prosecution to, and collection
                  of, a final judgment of a Raytheon Claim or (b) the settlement
or other compromise of a Raytheon Claim.    

Appendix A-8

EX-99.1
16th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 16th
1.112    "TRUSTEE" means the trustee of the WGI Creditor Trust
   appointed pursuant to Section 9.1 of this Plan.

     1.113    "UNIMPAIRED" means, when used with reference to a Claim or
                 Interest, a Claim or Interest that is not impaired within the
   meaning of section 1124 of the Bankruptcy Code.

   1.114    "UNIMPAIRED CLAIM" means a Claim that is not an Impaired
Claim.                                      

   1.115    "UNIMPAIRED UNSECURED CLAIMS" means all Employee Claims.

1.116    "U.S. BANK" mean U.S. Bank National Association.     

      1.117    "U.S. TRUST" means United States Trust Company of New York.

    1.118    "VOTING DEADLINE" means the voting deadline for voting to
               accept or reject this Plan, as determined by the Bankruptcy
Court.                                      

       1.119    "VOTING RECORD DATE" means the voting record date for voting
                  to accept or reject this Plan, as determined by the Bankruptcy
Court.                                      

         1.120    "WASHINGTON STOCK OPTIONS" has the meaning ascribed thereto in
Section 5.15(b) of this Plan.               

        1.121    "WGI CREDITOR TRUST" means the trust that is created pursuant
                  to this Plan to be administered by the Trustee with the advice
             and/or direction of the Trust Advisory Board, all as more
specifically set forth in this Plan.        

        1.122    "WGI CREDITOR TRUST AGREEMENT" means the Trust Agreement that
                  is to govern the WGI Creditor Trust, in substantially the form
attached to this Plan as Exhibit E.         

   1.123    "WGI CREDITOR TRUST EQUITY RESIDUAL" means any Net Trust
            Recovery remaining, if any, after payment in full of all
                 Allowed General Unsecured Claims plus interest at the rate of
                  20% per annum, compounded quarterly, from the Petition Date to
                the date of payment of the Allowed General Unsecured Claims.

         1.124    "WGI INTERESTS" means, collectively, the Old Common Shares and
           the Old Stock Options, together with any other options,
                 warrants, conversion rights, rights of first refusal or other
               rights, contractual or otherwise, to acquire or receive any
                  Old Common Shares or other ownership interests in WGI, and any
                  contracts subscriptions, commitments or agreements pursuant to
                 which the non-debtor party was or could have been entitled to
              receive shares, securities or other ownership interests in
WGI.                                        

C.       RULES OF INTERPRETATION                                                

       For purposes of the Plan (a) any reference in the Plan to a contract,
instrument, release, indenture, or other agreement or document's being in a     
particular form or on particular terms and conditions means that such document  
shall be substantially in such form or substantially on such terms and          
conditions, (b) any reference in the Plan to an existing document or exhibit    
filed or to be filed means such document or exhibit as it may have been or may  
be amended, modified, or supplemented, (c) unless otherwise specified, all      
references in the Plan to Sections, Articles, Schedules, and Exhibits are       
references to Sections, Articles, Schedules, and Exhibits of or to the Plan, (d)
the words "herein" and "hereto" refer to the Plan in its entirety rather than to
a particular portion of the Plan, (e) captions and headings to Articles and     
Sections are inserted for convenience of reference only and are not intended to 
be a part of or to affect the interpretation of the Plan, and (f) the rules of  
construction set forth in section 102 of the Bankruptcy Code and in the         
Bankruptcy Rules shall apply.                                                   

D.       COMPUTATION OF TIME                                                    

        In computing any period of time prescribed or allowed by the Plan, the
provisions of Fed. R. Bankr. P. 9006(a) shall apply.                            

E.       GOVERNING LAW                                                          

         Unless a rule of law or procedure is supplied by federal law (including
the Bankruptcy Code and Bankruptcy Rules), the laws of (i) the State of New York
shall govern the construction and implementation of the Plan and any agreements,
documents,                                                                      

Appendix A-9

EX-99.1
17th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 17th
and instruments executed in connection with the Plan and (ii) the laws of the   
state of incorporation of each Debtor shall govern corporate governance matters 
with respect to such Debtor, in either case without giving effect to the        
principles of conflicts of law thereof.                                         

ARTICLE II

CLASSIFICATION OF CLAIMS AND INTERESTS

2.1      INTRODUCTION                                         

      The Plan is premised on the substantive consolidation of the Debtors
only with respect to the treatment of Class 6 and Class 7 Claims, as and to the 
extent provided in Section 5.14 of this Plan. The Plan does not contemplate the 
substantive consolidation of the Debtors with respect to the other Classes of   
Claims or Interests. All Claims and Interests, except DIP Facility Claims,      
Administrative Claims and Priority Tax Claims, are placed in the Classes set    
forth below. In accordance with section 1123(a)(1) of the Bankruptcy Code, DIP  
Facility Claims, Administrative Claims and Priority Tax Claims, have not been   
classified, and the respective treatment of such unclassified claims is set     
forth in Section 3.1 of this Plan.                                              

        A Claim or Interest is placed in a particular Class only to the extent
that the Claim or Interest falls within the description of that Class, and is   
classified in other Classes to the extent that any portion of the Claim or      
Interest falls within the description of such other Classes. A Claim is also    
placed in a particular Class for the purpose of receiving distributions pursuant
to the Plan only to the extent that such Claim is an Allowed Claim in that Class
and such Claim has not been paid, released, or otherwise settled prior to the   
Effective Date.                                                                 

2.2      CLASSIFICATION OF UNIMPAIRED CLAIMS AND INTERESTS    

(a)      CLASS 1:  OTHER PRIORITY CLAIMS    

                    Class 1 consists of all Other Priority Claims.

(b)      CLASS 2:  OTHER SECURED CLAIMS     

                      Class 2 consists of separate subclasses for each
                         Other Secured Claim secured by a Lien upon property
                          in which an Estate has an interest. Each subclass is
                          deemed to be a separate Class for all purposes under
the Bankruptcy Code.      

  (c)      CLASS 3:  UNIMPAIRED UNSECURED CLAIMS

                          Class 3 consists of all Unimpaired Unsecured Claims.

(d)      CLASS 4:  INTERCOMPANY CLAIMS      

                  Class 4 consists of all Intercompany Claims.

(e)      CLASS 5:  SUBSIDIARY INTERESTS     

                   Class 5 consists of the Subsidiary Interests.

2.3      CLASSIFICATION OF IMPAIRED CLAIMS AND INTERESTS.     

(a)      CLASS 6:  SECURED LENDER CLAIMS    

                    Class 6 consists of all Secured Lender Claims.

(b)      CLASS 7:  GENERAL UNSECURED CLAIMS 

                       Class 7 consists of all General Unsecured Claims.

 Appendix A-10

EX-99.1
18th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 18th
            (c)      CLASS 8:  WGI INTERESTS AND SUBORDINATED CLAIMS

                   Class 8 consists of all WGI Interests and any
Subordinated Claims.                                                            

 ARTICLE III

 TREATMENT OF CLAIMS AND INTERESTS

3.1      UNCLASSIFIED CLAIMS                                  

(a)      DIP FACILITY CLAIMS                

     On the Effective Date, each holder of an Allowed DIP Facility Claim
shall receive in full satisfaction, settlement, release, and discharge of and in
exchange for such Allowed DIP Facility Claim (i) cash equal to the unpaid       
portion of such Allowed DIP Facility Claim or (ii) such other treatment as to   
which WGI and such holder shall have agreed upon in writing.                    

(b)      ADMINISTRATIVE CLAIMS              

Except as otherwise provided for herein, and subject to the   
requirements of Sections 12.1-12.4 of this Plan, on, or as soon as reasonably   
practicable after, the latest of (i) the Distribution Date, (ii) the date such  
Administrative Claim becomes an Allowed Administrative Claim, or (iii) the date 
such Administrative Claim becomes payable pursuant to any agreement between a   
Debtor and the holder of such Administrative Claim, each holder of an Allowed   
Administrative Claim shall receive in full satisfaction, settlement, release,   
and discharge of and in exchange for such Allowed Administrative Claim (x) Cash 
equal to the unpaid portion of such Allowed Administrative Claim or (y) such    
other treatment as to which the applicable Debtor, and such holder shall have   
agreed upon in writing; PROVIDED, HOWEVER, that Allowed Administrative Claims   
with respect to liabilities incurred by a Debtor in the ordinary course of      
business during the Chapter 11 Case shall be paid in the ordinary course of     
business in accordance with the terms and conditions of any agreements relating 
thereto.                                                                        

(c)      PRIORITY TAX CLAIMS                

         Each holder of an Allowed Priority Tax Claim, at the sole option of the
Debtors, shall be entitled to receive on account of such Allowed Priority Tax   
Claim, in full satisfaction, settlement, release and discharge of and in        
exchange for such Allowed Priority Tax Claim, (i) equal Cash payments made on   
the last Business Day of every three-month period following the Effective Date, 
over a period not exceeding six years after the assessment of the tax on which  
such Claim is based, totaling the principal amount of such Claim plus simple    
interest on any outstanding balance from the Effective Date calculated at the   
interest rate available on ninety (90) day United States Treasuries on the      
Effective Date or (ii) such other treatment agreed to by the Allowed Priority   
Tax Claim holder and the Debtors.                                               

3.2      UNIMPAIRED CLASSES OF CLAIMS AND INTERESTS           

(a)      CLASS 1:  OTHER PRIORITY CLAIMS    

       On, or as soon as reasonably practicable after, the latest of (i) the
Distribution Date, (ii) the date such Claim becomes an Allowed Class 1 Claim, or
(iii) the date such Class 1 Claim becomes payable pursuant to any agreement     
between a Debtor and the holder of such Class 1 Claim, each holder of an Allowed
Class 1 Claim shall receive in full satisfaction, settlement, release, and      
discharge of and in exchange for such Allowed Class 1 Claim (x) Cash equal to   
the unpaid portion of such Allowed Class 1Claim or (y) such other treatment as  
to which a Debtor and such holder shall have agreed upon in writing.            

(b)      CLASS 2:  OTHER SECURED CLAIMS     

       On the Effective Date, the legal, equitable and contractual rights of
holders of an Allowed Class 2 Claim shall be Reinstated, subject to the         
provisions of Article VII of this Plan. The Debtors' failure to object to any   
such Class 2 Claims in the Chapter 11 Cases shall be without prejudice to WGI's 
or the Reorganized Debtors' right to contest or otherwise defend against such   
Claim in the appropriate forum when and if such Claim is sought to be enforced  
by the Other Secured Claim holder. Notwithstanding section 1141(c) or any other 
provision of the Bankruptcy Code, all pre-petition liens on property of any     
Debtor held by or on behalf of the Other Secured Claim holders with respect to  
such Claims shall survive the Effective Date and continue in accordance with the
contractual terms of the underlying agreements with such Claim holders until, as
to each such Claim holder, the Allowed Claims of such Other Secured Claim holder
are paid in full, subject to the provisions of Article VII of this Plan.        

 Appendix A-11

EX-99.1
19th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 19th
  (c)      CLASS 3:  UNIMPAIRED UNSECURED CLAIMS

Each holder of an Allowed Class 3 Claim shall have its Claim  
Reinstated.                                                                     

(d)      CLASS 4:  INTERCOMPANY CLAIMS      

    Except as provided herein, each holder of an Allowed Class 4 Claim
shall have its Claim Reinstated.                                                

(e)      CLASS 5:  SUBSIDIARY INTERESTS     

    Subject to the Restructuring Transactions (if any), all Subsidiary
Interests shall be Reinstated.                                                  

3.3      IMPAIRED CLASSES OF CLAIMS AND INTERESTS             

(a)      CLASS 6:  SECURED LENDER CLAIMS    

         On the Effective Date, each holder of an Allowed Class 6 Claim, in full
satisfaction, settlement, release, and discharge of and in exchange for such    
Allowed Class 6 Claim, shall receive on or as soon as practicable after the     
Distribution Date, its Pro Rata share of one-hundred percent (100%) of the New  
Common Shares issued and outstanding as of the Effective Date (subject to       
Dilution).                                                                      

(b)      CLASS 7:  GENERAL UNSECURED CLAIMS 

         On the Effective Date, each holder of an Allowed Class 7 Claim shall be
deemed to receive, in full satisfaction, settlement, release and discharge of   
and in exchange for such Allowed Class 7 Claim, a Pro Rata beneficial interest  
in the WGI Creditor Trust, and shall be entitled to receive distributions from  
the WGI Creditor Trust pursuant to the terms and conditions set forth in Section
9.7 of this Plan and the WGI Creditor Trust Agreement, until such Claim is paid 
in full with interest at the rate of 20% per annum, compounded quarterly,       
accruing from the Petition Date until the date payment is made.                 

            (c)      CLASS 8:  WGI INTERESTS AND SUBORDINATED CLAIMS

        The holders of WGI Interests and Subordinated Claims shall not receive
or retain any property under the Plan on account of such Interests or Claims,   
other than the WGI Creditor Trust Equity Residual, if any. On the Effective     
Date, all of the WGI Interests shall be deemed cancelled and extinguished.      

3.4      RESERVATION OF RIGHTS REGARDING CLAIMS               

    Except as otherwise explicitly provided in the Plan, nothing shall
affect the Debtors' or Reorganized Debtors' rights and defenses, both legal and 
equitable, with respect to any Claims, including, but not limited to, all rights
with respect to legal and equitable defenses to alleged rights of setoff or     
recoupment. Notwithstanding the substantive consolidation of the Debtors to the 
extent set forth herein, the Claims of any particular Debtors that are not      
classified or are Unimpaired shall remain the obligations solely of such Debtor 
and shall not become obligations of any other Debtor or Reorganized Debtor.     

3.5      RAYTHEON ASSERTED CLAIMS                             

  Notwithstanding anything in this Plan to the contrary, it is the
Debtors' intention to commence actions and to seek an order of the Bankruptcy   
Court avoiding and/or disallowing (including, without limitation, pursuant to   
section 502(d) of the Bankruptcy Code) and, if necessary, seeking to equitably  
subordinate all Raytheon Asserted Claims pursuant to section 510(c) of the      
Bankruptcy Code or otherwise. In the event such subordination is successful, any
Raytheon Asserted Claims that would otherwise be Allowed shall be classified in 
Class 8.                                                                        

ARTICLE IV

 ACCEPTANCE OR REJECTION OF THE PLAN

    4.1      IMPAIRED CLASSES OF CLAIMS AND INTERESTS ENTITLED TO VOTE

 Appendix A-12

EX-99.1
20th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 20th
         Subject to Sections 4.3 and 4.4 of the Plan, Claim and Interest holders
in each Impaired Class of Claims or Interests are entitled to vote as a class to
accept or reject the Plan.                                                      

4.2      ACCEPTANCE BY AN IMPAIRED CLASS                      

         In accordance with section 1126(c) of the Bankruptcy Code and except as
provided in section 1126(e) of the Bankruptcy Code, an Impaired Class of Claims 
shall have accepted the Plan if the Plan is accepted by the holders of at least 
two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the 
Allowed Claims of such Class that have timely and properly voted to accept or   
reject the Plan.                                                                

4.3      PRESUMED ACCEPTANCES BY UNIMPAIRED CLASSES           

    Classes 1, 2, 3, 4 and 5 are Unimpaired by the Plan. Under section
1126(f) of the Bankruptcy Code, such Claim holders are conclusively presumed to 
accept the Plan, and the votes of such Claim holders will not be solicited.     

4.4      CLASSES DEEMED TO REJECT PLAN                        

        Holders of Interests and Claims in Class 8 are not entitled to receive
or retain any property under the Plan, other than the WGI Creditor Trust Equity 
Residual, if any. Under section 1126(g) of the Bankruptcy Code, Class 8 Interest
and Claim holders are deemed to reject the Plan, and the votes of such Interest 
or Claim holders will not be solicited.                                         

4.5      SUMMARY OF CLASSES VOTING ON THE PLAN                

         As a result of the provisions of Sections 4.3 and 4.4 of this Plan, the
votes of holders of Claims in Classes 6 and 7 will be solicited with respect to 
this Plan.                                                                      

     4.6      CONFIRMATION PURSUANT TO SECTION 1129(b) OF THE BANKRUPTCY
CODE                                                                            

        To the extent that any Impaired Class rejects the Plan or is deemed to
have rejected the Plan, the Debtors will request confirmation of the Plan, as it
may be modified from time to time, under section 1129(b) of the Bankruptcy Code.
The Debtors reserve the right to alter, amend, modify, revoke or withdraw the   
Plan or any Plan Exhibit or Schedule, including to amend or modify it to satisfy
the requirements of section 1129(b) of the Bankruptcy Code, if necessary.       

 ARTICLE V

MEANS FOR IMPLEMENTATION OF THE PLAN

5.1      CONTINUED CORPORATE EXISTENCE                        

     Subject to the Restructuring Transactions (if any), the Reorganized
Debtors shall continue to exist after the Effective Date as separate corporate  
entities, in accordance with the applicable law in the respective jurisdictions 
in which they are incorporated and pursuant to their respective certificates or 
articles of incorporation and by-laws in effect prior to the Effective Date,    
except to the extent such certificates or articles of incorporation and by-laws 
are amended by this Plan.                                                       

5.2      CANCELLATION OF OLD SECURITIES AND AGREEMENTS        

         On the Effective Date, except as otherwise provided for herein, (a) the
Old Securities and any other note, bond, indenture, or other instrument or      
document evidencing or creating any indebtedness or obligation of a Debtor,     
except such notes or other instruments evidencing indebtedness or obligations of
a Debtor that are Reinstated or amended and restated under the Plan, shall be   
canceled, and (b) the obligations of the Debtors under any agreements,          
indentures or certificates of designations governing the Old Securities and any 
other note, bond, indenture or other instrument or document evidencing or       
creating any indebtedness or obligation of a Debtor, except such notes or other 
instruments evidencing indebtedness or obligations of a Debtor that are         
Reinstated or amended and restated under the Plan, as the case may be, shall be 
discharged.                                                                     

 Appendix A-13

EX-99.1
21st Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 21st
5.3      CERTIFICATES OF INCORPORATION AND BY-LAWS            

         The certificate or articles of incorporation and by-laws of each Debtor
shall be amended as necessary to satisfy the provisions of the Plan and the     
Bankruptcy Code and shall include, among other things, pursuant to section      
1123(a)(6) of the Bankruptcy Code, a provision prohibiting the issuance of      
non-voting equity securities, but only to the extent required by section        
1123(a)(6) of the Bankruptcy Code. The amended Articles of Incorporation and    
By-laws of Reorganized WGI shall be in substantially the form attached to this  
Plan as Exhibits A and B, respectively, and shall expressly authorize the       
accumulation by Mr. Dennis Washington (directly or indirectly) of up to 40% of  
the New Common Shares on a fully diluted basis (assuming exercise of the        
Washington Stock Options).                                                      

5.4      RESTRUCTURING TRANSACTIONS                           

        On or after the Effective Date, the applicable Reorganized Debtors may
enter into such transactions and may take such actions as may be necessary or   
appropriate to effect a corporate restructuring of their respective businesses, 
to otherwise simplify the overall corporate structure of the Reorganized        
Debtors, or to reincorporate certain of the Subsidiary Debtors under the laws of
jurisdictions other than the laws of which the applicable Subsidiary Debtors are
presently incorporated. Such restructuring may include one or more mergers,     
consolidations, restructures, dispositions, liquidations, or dissolutions, as   
may be determined by the Debtors or Reorganized Debtors to be necessary or      
appropriate (collectively, the "Restructuring Transactions"). The actions to    
effect the Restructuring Transactions may include: (a) the execution and        
delivery of appropriate agreements or other documents of merger, consolidation, 
restructuring, disposition, liquidation, or dissolution containing terms that   
are consistent with the terms of the Plan and that satisfy the applicable       
requirements of applicable state law and such other terms to which the          
applicable entities may agree; (b) the execution and delivery of appropriate    
instruments of transfer, assignment, assumption, or delegation of any asset,    
property, right, liability, duty, or obligation on terms consistent with the    
terms of the Plan and having such other terms to which the applicable entities  
may agree; (c) the filing of appropriate certificates or articles of merger,    
consolidation, or dissolution pursuant to applicable state law; and (d) all     
other actions that the applicable entities determine to be necessary or         
appropriate, including making filings or recordings that may be required by     
applicable state law in connection with such transactions. The Restructuring    
Transactions may include one or more mergers, consolidations, restructures,     
dispositions, liquidations, or dissolutions, as may be determined by the        
Reorganized Debtors to be necessary or appropriate to result in substantially   
all of the respective assets, properties, rights, liabilities, duties, and      
obligations of certain of the Reorganized Debtors vesting in one or more        
surviving, resulting, or acquiring corporations. In each case in which the      
surviving, resulting, or acquiring corporation in any such transaction is a     
successor to a Reorganized Debtor, such surviving, resulting, or acquiring      
corporation will perform the obligations of the applicable Reorganized Debtor   
pursuant to the Plan to pay or otherwise satisfy the Allowed Claims against such
Reorganized Debtor, except as provided in any contract, instrument, or other    
agreement or document effecting a disposition to such surviving, resulting, or  
acquiring corporation, which may provide that another Reorganized Debtor will   
perform such obligations.                                                       

5.5      ISSUANCE OF NEW COMMON STOCK                         

  On or before the Effective Date, Reorganized WGI shall issue for
distribution in accordance with the terms of the Plan the New Common Stock to   
the holders of Allowed Claims in Class 6. The issuance of the New Common Stock  
and the distribution thereof to holders of Allowed Claims in Class 6 shall be   
exempt from registration under applicable securities laws pursuant to section   
1145(a) of the Bankruptcy Code. Without limiting the effect of section 1145 of  
the Bankruptcy Code, on the Effective Date, Reorganized WGI will enter into a   
Registration Rights Agreement with each Allowed Class 6 Claim holder (a) who by 
virtue of holding New Common Stock to be distributed under the Plan and/or its  
relationship with Reorganized WGI could reasonably be deemed to be an           
"affiliate" (as such term is used within the meaning of applicable securities   
laws) of Reorganized WGI, and (b) who requests in writing that Reorganized WGI  
execute such agreement. The Registration Rights Agreements shall contain certain
shelf, demand and piggyback registration rights for the benefit of the          
signatories thereto. The Registration Rights Agreement shall be in substantially
the form attached to this Plan as Exhibit D. Reorganized WGI shall use          
reasonable commercial efforts to have the New Common Stock listed for trading on
a national securities exchange.                                                 

5.6      COMPENSATION AND BENEFIT PROGRAMS                    

              (a)      Except and to the extent previously assumed by an
order of the Bankruptcy Court on or before the Confirmation Date, all employee  
compensation and benefit programs of the Debtors, including programs subject to 
sections 1114 and 1129(a)(13) of the Bankruptcy Code, entered into before or    
after the Petition Date and not since terminated, shall be deemed to be, and    
shall be treated as though they are, executory contracts that are assumed under 
Section 6.1 of this Plan, and all employee compensation and benefit Claims shall
be Unimpaired under this Plan.                                                  

 Appendix A-14

EX-99.1
22nd Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 22nd
                 (b)      On the Effective Date, certain members of management
and designated employees of Reorganized WGI and the other Reorganized Debtors   
shall receive stock options which are more specifically described in the        
Management Stock Option Plan.                                                   

5.7      EXIT FACILITY                                        

        On the Effective Date, WGI and those Subsidiaries as determined by the
terms of the Exit Facility, shall enter into the Exit Facility, in order to (a) 
repay amounts outstanding on the Effective Date under the DIP Facility, (b) make
other payments required to be made on the Effective Date or the Distribution    
Date, including, but not limited to, the Initial Deposit, and (c) provide such  
additional borrowing capacity as is required by the Reorganized Debtors and the 
Subsidiaries following the Effective Date to maintain their operations.         

5.8      DIRECTORS AND OFFICERS OF REORGANIZED DEBTORS        

           (a)      APPOINTMENT. The initial board of directors of
Reorganized WGI shall consist of nine (9) directors. Mr. Dennis Washington, Mr. 
Stephen Hanks and Mr. David Batchelder shall be members of the board of         
directors, with Mr. Washington serving as Chairman without compensation for not 
less than two years after the Effective Date so long as the board desires Mr.   
Washington to be Chairman. The Lenders shall be entitled to appoint six (6)     
directors. The Confirmation Order may contain provisions providing for a        
staggered board for Reorganized WGI, as agreed to by WGI and the Lenders. The   
Lenders shall file with the Bankruptcy Court and give to WGI written notice of  
the identities of such members on a date that is not less than five (5) days    
prior to the Confirmation Hearing. The boards of directors and executive        
officers of the remaining Reorganized Debtors shall consist of directors and    
officers as determined by Reorganized WGI on the Effective Date or thereafter.  

                 (b)      TERMS. Reorganized WGI board members shall serve for
initial terms commencing on the Effective Date as determined by the Debtors and 
the Lenders and approved in the Confirmation Order.                             

                (c)      VACANCIES. Any vacancy in the directorship prior to
the expiration of the initial term (i) selected by the Lenders shall in the case
of the resignation of such director, be filled by a person designated by such   
director as his/her replacement to serve out the remainder of the applicable    
term; and (ii) selected by WGI shall be filled by a person designated by the    
Chief Executive Officer of Reorganized WGI to serve out the remainder of the    
applicable term.                                                                

5.9      REVESTING OF ASSETS; RELEASES OF LIENS               

     The property of each Debtor's Estate, together with any property of
each Debtor that is not property of its Estate and that is not specifically     
disposed of pursuant to the Plan, shall revest in the applicable Debtor on the  
Effective Date. Thereafter, each Debtor may operate its business and may use,   
acquire, and dispose of property free of any restrictions of the Bankruptcy     
Code, the Bankruptcy Rules, and the Bankruptcy Court. As of the Effective Date, 
all property of each Debtor shall be free and clear of all Claims and Interests,
except as specifically provided in the Plan or the Confirmation Order. Without  
limiting the generality of the foregoing, each Debtor may, without application  
to or approval by the Bankruptcy Court, pay fees that it incurs after the       
Effective Date for reasonable professional fees and expenses.                   

5.10     PRESERVATION OF RIGHTS OF ACTION                     

         Except as otherwise provided in this Plan or the Confirmation Order, or
in any contract, instrument, release, indenture or other agreement entered into 
in connection with the Plan, in accordance with section 1123(b) of the          
Bankruptcy Code, the Reorganized Debtors shall retain and may enforce, sue on,  
settle, or compromise (or decline to do any of the foregoing) all Litigation    
Claims that the Debtors or the Estates may hold against any Person or entity.   
Each Debtor or its successor(s) may pursue such retained Litigation Claims as   
appropriate, in accordance with the best interests of the Reorganized Debtor or 
its successor(s) who hold such rights.                                          

5.11     EFFECTUATING DOCUMENTS; FURTHER TRANSACTIONS         

        The chairman of the WGI board of directors, president, chief financial
officer, or any other appropriate officer of WGI or any applicable Debtor, as   
the case may be, shall be authorized to execute, deliver, file, or record such  
contracts, instruments, releases, indentures, and other agreements or documents,
and take such actions as may be necessary or appropriate to effectuate and      
further evidence the terms and conditions of the Plan. The secretary or         
assistant secretary of WGI or any applicable Debtor, as the case may be, shall  
be authorized to certify or attest to any of the foregoing actions.             

 Appendix A-15

EX-99.1
23rd Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 23rd
5.12     EXEMPTION FROM CERTAIN TRANSFER TAXES                

        Pursuant to section 1146(c) of the Bankruptcy Code, any transfers from
a Debtor to a Reorganized Debtor or any other Person or entity pursuant to the  
Plan in the United States shall not be subject to any document recording tax,   
stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, 
real estate transfer tax, mortgage recording tax or other similar tax or        
governmental assessment, and the Confirmation Order shall direct the appropriate
state or local governmental officials or agents to forego the collection of any 
such tax or governmental assessment and to accept for filing and recordation any
of the foregoing instruments or other documents without the payment of any such 
tax or governmental assessment.                                                 

5.13     RELEASES AND RELATED MATTERS                         

(a)      RELEASES BY DEBTORS                

   As of the Effective Date, for good and valuable
consideration, the adequacy of which is hereby confirmed, the Debtors and       
Reorganized Debtors will be deemed to forever release, waive and discharge      
all claims, obligations, suits, judgments, damages, demands, debts, rights,     
causes of action and liabilities whatsoever in connection with or related to    
the Debtors and the Subsidiaries, the Chapter 11 Case or the Plan (other than   
the rights of the Debtors or Reorganized Debtors to enforce the Plan and the    
contracts, instruments, releases, indentures, and other agreements or           
documents delivered thereunder) whether liquidated or unliquidated, fixed or    
contingent, matured or unmatured, known or unknown, foreseen or unforseen,      
then existing or thereafter arising, in law, equity or otherwise that are       
based in whole or part on any act, omission, transaction, event or other        
occurrence taking place on or prior to the Effective Date in any way relating   
to the Debtors, the Reorganized Debtors or their Subsidiaries, the Chapter 11   
Case or the Plan, and that may be asserted by or on behalf of the Debtors or    
their Estates or the Reorganized Debtors against (i) the Debtors' or            
Subsidiaries' present directors, officers, employees, agents and                
professionals as of the Petition Date, (ii) the holders of Lender Claims,       
(iii) CSFB, as administrative agent, collateral agent and arranger under the    
Pre-Petition Credit Agreement, (iv) Bank of Montreal as syndication agent       
under the Pre-Petition Credit Agreement, (v) BoA and U.S. Bank as               
documentation agent under the Pre-Petition Credit Agreement, (vi) the DIP       
Agent and the holders of DIP Facility Claims, and (vii) the respective          
current professionals of the entities released in subclauses (i) - (vi) of      
this Section 5.13(a) acting in such capacity, except for those persons and      
entities listed on Schedule 5.13, against which claims shall not be released    
hereunder.                                                                      

 (b)      RELEASES BY HOLDERS OF LENDER CLAIMS

               As of the Effective Date, to the fullest extent permissible
under applicable law and in consideration for the obligations of the Debtors and
the Reorganized Debtors under the Plan and the Cash, securities, contracts,     
instruments, releases and other agreements or documents to be delivered in      
connection with the Plan, each of the Lenders, any individual, corporation or   
other entity that was at any time formerly a Lender, and the DIP Lenders, will  
be deemed to forever release, waive and discharge all claims, obligations,      
suits, judgments, damages, demands, debts, rights, causes of action and         
liabilities (other than the rights to enforce the Debtors' or the Reorganized   
Debtors' obligations under the Plan and the securities, contracts, instruments, 
releases and other agreements and documents delivered thereunder), whether      
liquidated or unliquidated, fixed or contingent, matured or unmatured, known or 
unknown, foreseen or unforseen, then existing or thereafter arising, in law,    
equity or otherwise that are based in whole or in part on any act, omission,    
transaction, event or other occurrence taking place on or prior to the Effective
Date in any way relating to the Debtors or Subsidiaries, the Reorganized        
Debtors, the Chapter 11 Case, or the Plan against (i) the Debtors, the          
Subsidiaries and the Reorganized Debtors, (ii) the present directors, officers  
and employees of the Debtors or Subsidiaries as of the Effective Date, or (iii) 
their respective current professionals as of the Effective Date (including the  
present and former officers, directors, employees, shareholders and             
professionals of the foregoing), acting in such capacity, except for those      
persons and entities listed on Schedule 5.13, against which claims shall not be 
released hereunder.                                                             

(c)      INJUNCTION RELATED TO RELEASES     

          As further provided in Section 12.11 of this Plan, the
Confirmation Order will enjoin the prosecution, whether directly, derivatively  
or otherwise, of any claim, obligation, suit, judgment, damage, demand, debt,   
right, cause of action, liability or interest released, discharged or terminated
pursuant to the Plan.                                                           

      5.14     SUBSTANTIVE CONSOLIDATION FOR PURPOSES OF TREATING IMPAIRED
CLAIMS                                                                          

        The Plan is premised upon the substantive consolidation of the Debtors
only for purposes of treating Class 6 and 7 Claims under the Plan, for voting,  
confirmation and distribution purposes. The Plan does not contemplate           
substantive consolidation of the Debtors with respect to the other Classes of   
Claims or Interests set forth in the Plan, the merger of any Debtor entity into 
another or the transfer                                                         

 Appendix A-16

EX-99.1
24th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 24th
or commingling of any asset of any Debtor. On the Effective Date, (a) any       
obligation of any Debtor and all guaranties with respect to Class 6 and 7 Claims
thereof executed by one or more of the other Debtors shall be treated as a      
single obligation and any obligation of two or more Debtors, and all multiple   
Impaired Claims against such entities on account of such joint obligations,     
shall be treated and Allowed only as a single Impaired Claim against the        
consolidated Debtors and (b) each Class 6 or 7 Claim filed in the Chapter 11    
Case of any Debtor shall be treated as one Class 6 or 7 Claim for distribution  
purposes. Substantive consolidation shall not (other than for purposes related  
to the Plan set forth above) (w) affect the legal and corporate structures of   
the Reorganized Debtors or affect or modify in any way the ownership of any     
asset of any particular Debtor, (x) cause any Debtor to be liable for any Claim 
or Unimpaired Claim under the Plan for which it otherwise is not liable and the 
liability of any Debtor for any such Claim shall not be affected by such        
substantive consolidation, (y) affect Intercompany Claims, and (z) affect       
Interests in the Subsidiary Debtors.                                            

5.15     GRANT AND ISSUANCE OF WASHINGTON STOCK OPTIONS       

                 (a)      On the Effective Date, Mr. Dennis Washington (or any
wholly-owned affiliate designated by Mr. Washington) shall be granted the       
Washington Stock Options.                                                       

                (b)      The Washington Stock Options shall consist of three
(3) tranches of options as follows:                                             

                          (i)      The "Tranche A Washington Options" shall be
options to purchase New Common Shares consisting of five percent (5%) of the New
Common Shares outstanding, on a fully diluted basis, with a per share strike    
price calculated based upon an assumed total enterprise value for Reorganized   
WGI and its subsidiaries of $300 million MINUS "Funded Debt" (as defined in     
Section 5.15(f) of this Plan). The Tranche A Washington Options shall have a    
term expiring on the fifth (5th) anniversary of the Effective Date.             

                          (ii)     The "Tranche B Washington Options" shall be
options to purchase New Common Shares consisting of five percent (5%) of the New
Common Shares outstanding, on a fully diluted basis, with a per share strike    
price calculated based upon a total enterprise value for Reorganized WGI and its
subsidiaries of $550 million MINUS Funded Debt. The Tranche B Washington Options
shall have a term expiring on the fifth (5th) anniversary of the Effective Date.

                          (iii)    The "Tranche C Washington Options" shall be
options to purchase New Common Shares consisting of five percent (5%) of the New
Common Shares outstanding, on a fully diluted basis, with a per share strike    
price calculated based upon an assumed total enterprise value for Reorganized   
WGI and its subsidiaries of $720 million MINUS Funded Debt. The Tranche C       
Washington Options shall have a term expiring on the seventh (7th) anniversary  
of the Effective Date. A sample calculation of the strike price for the         
Washington Stock Options is set forth on Schedule 5.15(b) to the Plan.          

        (c)      The Tranche A Washington Options, Tranche B
Washington Options and Tranche C Washington Options shall each vest in three (3)
equal installments on each of the Effective Date and the first two (2)          
anniversaries of the Effective Date; PROVIDED THAT, all such options shall vest 
immediately upon Mr. Washington being removed as Chairman of the Reorganized WGI
Board of Directors involuntarily, including through the failure to be           
renominated to the Board.                                                       

               (d)      If, prior to the Effective Date, the Debtors enter
into any agreement to sell more than twenty-five (25%) of the value (based upon 
revenue) of any business unit of the Debtors (excluding the Petroleum & Chemical
business unit and the Mining division), (i) all of the Washington Stock Options 
will be issued and become fully vested on the Effective Date, (ii) the Debtors  
will accept Mr. Washington's resignation from the Board of WGI and (iii) the    
Debtors shall not utilize the Washington name or trademark after the Effective  
Date (following a reasonable period of transition).                             

              (e)      If, prior to or as of the Effective Date (whether
pursuant to a plan or reorganization or otherwise) substantially all of the     
assets of the Debtors are sold, Mr. Washington shall receive a payment, in cash,
in an amount equal to (i) the amount by which the aggregate net proceeds from   
such asset sales (including an adjustment for liabilities assumed, if any, in   
excess of a normalized level of working capital (the "NWLC")) (the "Sale        
Proceeds") exceed $300 million multiplied by .05, plus (ii) the amount by which 
the Sale Proceeds exceed $550 million multiplied by .05, plus (iii) the amount  
by which the Sale Proceeds exceed $720 million multiplied by .05. A sample      
calculation is attached as Schedule 5.15(b) to this Plan.                       

                  (f)      For purposes of Section 5.15(b) of this Plan, "Funded
Debt" will be determined as of the Confirmation Date and is expected to equal   
the amount of funded debt outstanding immediately after the Effective Date      
incurred to repay or retire outstanding obligations under the DIP Facility.     
Funded Debt shall be subject to adjustments, if necessary, to reflect the NLWC. 
The NLWC will be determined by the financial advisors to the Debtors and the    
Lenders, and shall be set forth in the Confirmation Order. The NLWC will be such
working capital as would be normal and customary for the Debtors' businesses as 
they exist at the time consistent with industry standards, the Debtors' past    
experience and benchmarking. The NLWC will be consistent with past practices and
will                                                                            

 Appendix A-17

EX-99.1
25th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 25th
neither accelerate nor defer cash receipts by, among other things, modifying    
billing cycles or the timing or terms of the collection of receivables or       
dividends from joint ventures. The Debtors will continue their historical cash  
management procedures including issuing letters of credit for retainage on      
accounts receivable collections. The NWLC will also adjust for any acceleration 
or deferral of cash disbursements including, among other things, modifying      
normal payment terms or timing of accounts payable, prepaying for services,     
pre-funding or deferring pension contributions or permitting substantial        
retainer payments or having cash balances higher or lower than customary. Funded
debt and NLWC will be adjusted to exclude the impact of (A) the consolidation of
previously unconsolidated investments, (B) acquisitions or dispositions of      
assets for fair value outside the normal course of business, (C) other          
transactions which would not be expected to modify enterprise value and (D)     
acquisition or disposition of fixed or other assets outside the ordinary course 
of business.                                                                    

5.16     CONTINUATION OF CERTAIN ORDERS                       

              Notwithstanding anything in this Plan to the contrary, the
Debtors shall continue to pay any Claims authorized to be paid by an order of   
the Bankruptcy Court during the Chapter 11 Cases, pursuant to the terms and     
conditions of any such order.                                                   

ARTICLE VI

TREATMENT OF EXECUTORY CONTRACTS
AND UNEXPIRED LEASES

6.1      ASSUMED CONTRACTS AND LEASES                         

                (a)      Except as otherwise provided in the Plan, or in any
contract, instrument, release, indenture or other agreement or document entered 
into in connection with the Plan, as of the Effective Date each Debtor shall be 
deemed to have assumed each executory contract and unexpired lease to which it  
is a party, unless such contract or lease (i) was previously assumed or rejected
by such Debtor, (ii) previously expired or terminated pursuant to its own terms,
(iii) is the subject of a motion pending before the Bankruptcy Court as of the  
Confirmation Date to assume or reject such contract or lease or (iv) is listed  
on Schedule 6.3 attached hereto as being an executory contract or unexpired     
lease to be rejected, PROVIDED, HOWEVER, that the Debtors reserve their right,  
at any time prior to the Confirmation Date, to amend Schedule 6.3 to delete an  
unexpired lease or executory contract therefrom or add any unexpired lease or   
executory contract thereto. To the extent that an executory contract or         
unexpired lease is not listed Schedule 6.3, such executory contract or unexpired
lease shall be deemed assumed. The Confirmation Order shall constitute an order 
of the Bankruptcy Court under section 365 of the Bankruptcy Code approving the  
contract and lease assumptions described above, as of the Effective Date.       

                (b)      Each executory contract and unexpired lease that is
assumed and relates to the use, ability to acquire, or occupancy of real        
property shall include (i) all modifications, amendments, supplements,          
restatements, or other agreements made directly or indirectly by any agreement, 
instrument, or other document that in any manner affect such executory contract 
or unexpired lease and (ii) all executory contracts or unexpired leases         
appurtenant to the premises, including all easements, licenses, permits, rights,
privileges, immunities, options, rights of first refusal, powers, uses,         
usufructs, reciprocal easement agreements, vaults, tunnel or bridge agreements  
or franchises, and any other interests in real estate or rights IN REM related  
to such premises, unless any of the foregoing agreements has been rejected      
pursuant to an order of the Bankruptcy Court.                                   

 6.2      PAYMENTS RELATED TO ASSUMPTION OF CONTRACTS AND LEASES

     Any monetary amounts by which each executory contract and unexpired
lease to be assumed pursuant to the Plan is in default shall be satisfied, under
section 365(b)(1) of the Bankruptcy Code, at the option of the Debtor party to  
the contract or lease or the assignee of such Debtor party assuming such        
contract or lease, by Cure. If there is a dispute regarding (a) the nature or   
amount of any Cure, (b) the ability of any Reorganized Debtor or any assignee to
provide "adequate assurance of future performance" (within the meaning of       
section 365 of the Bankruptcy Code) under the contract or lease to be assumed,  
or (c) any other matter pertaining to assumption, Cure shall occur following the
entry of a Final Order resolving the dispute and approving the assumption or    
assumption and assignment, as the case may be.                                  

 Appendix A-18

EX-99.1
26th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 26th
6.3      REJECTED CONTRACTS AND LEASES                        

    On the Effective Date, each executory contract and unexpired lease
listed on Schedule 6.3 to this Plan shall be rejected pursuant to section 365 of
the Bankruptcy Code. Each contract or lease listed on Schedule 6.3 shall be     
rejected only to the extent that any such contract or lease constitutes an      
executory contract or unexpired lease; PROVIDED, HOWEVER, that the Debtors      
reserve their right, at any time prior to the Confirmation Date, to amend       
Schedule 6.3 to delete an unexpired lease or executory contract therefrom or add
any unexpired lease or executory contract thereto. To the extent that an        
executory contract or unexpired lease is not listed on Schedule 6.3, such       
executory contract or unexpired lease shall be deemed assumed. Listing a        
contract or lease on Schedule 6.3 shall not constitute an admission by a Debtor 
or Reorganized Debtor that such contract or lease is an executory contract or   
unexpired lease or that such Debtor or Reorganized Debtor has any liability     
thereunder. The Confirmation Order shall constitute an order of the Bankruptcy  
Court approving the rejections described above, pursuant to section 365 of the  
Bankruptcy Code, as of the Effective Date.                                      

6.4      REJECTION DAMAGES BAR DATE                           

        If the rejection by a Debtor, pursuant to the Plan or otherwise, of an
executory contract or unexpired lease results in a Claim, then such Claim shall 
be forever barred and shall not be enforceable against any Debtor or Reorganized
Debtor or the properties of any of them unless a proof of claim is filed with   
the clerk of the Bankruptcy Court and served upon counsel to the Debtors,       
counsel to the Creditors' Committee, within thirty (30) days after service of   
the earlier of (a) notice of the Confirmation Order, or (b) other notice that   
the executory contract or unexpired lease has been rejected.                    

    6.5      SPECIAL PROVISIONS FOR WARRANTY AND INDEMNITY OBLIGATIONS
ARISING OUT OF COMPLETED PROJECTS                                               

      Notwithstanding anything to the contrary in this Plan, all Completed
Projects and all executory obligations thereunder (including warranty and/or    
indemnity obligations) other than those Completed Projects explicitly set forth 
on Schedule 6.5 to this Plan, shall be treated as executory contracts that are  
rejected pursuant to section 365 of the Bankruptcy Code. Those Completed        
Projects and all executory obligations thereunder (including warranty and/or    
indemnity obligations) explicitly set forth on Schedule 6.5 to the Plan shall be
treated as executory contracts that are assumed pursuant to Section 365 of the  
Bankruptcy Code, and obligations thereunder shall be satisfied in the ordinary  
course of business. The Debtors reserve the right to amend Schedule 6.5 to      
delete or add any Completed Project thereto, at any time prior to the           
Confirmation Date. The fact that a Completed Project is listed on Schedule 6.5  
shall not constitute an admission by a Debtor or a Reorganized Debtor that such 
Completed Project is an executory contract or that a Debtor or Reorganized      
Debtor has any liability thereunder.                                            

 ARTICLE VII

PROVISIONS GOVERNING DISTRIBUTIONS

    7.1      DISTRIBUTIONS FOR CLAIMS ALLOWED AS OF THE EFFECTIVE DATE

     Except as otherwise provided herein or as ordered by the Bankruptcy
Court, all distributions of holders of Allowed Claims as of the Effective Date  
shall be made on Distribution Date. Notwithstanding anything herein to the      
contrary, distributions on account of Class 7 Claims shall be made in accordance
with the terms or conditions of WGI Creditor Trust Agreement. Distributions on  
account of Claims that first become Allowed Claims after the Effective Date     
shall be made pursuant to Section 8.4 of this Plan. Notwithstanding the date on 
which any distribution of New Securities is actually made to a holder of a Claim
that is an Allowed Claim on the Effective Date, as of the date of the           
distribution such holder shall be deemed to have the rights of a holder of such 
securities distributed as of the Effective Date.                                

7.2      INTEREST ON CLAIMS                                   

Unless otherwise specifically provided for in this Plan or the
Confirmation Order, or required by applicable bankruptcy law, post-petition     
interest shall not accrue or be paid on Claims, and no holder of a Claim shall  
be entitled to interest accruing on or after the Petition Date on any Claim.    
Interest shall not accrue or be paid upon any Disputed Claim in respect of the  
period from the Petition Date to the date a final distribution is made thereon  
if and after such Disputed Claim becomes an Allowed Claim.                      

 Appendix A-19

EX-99.1
27th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 27th
       7.3      DISTRIBUTIONS BY DISBURSING AGENT, TRUSTEE AND THE INDENTURE
TRUSTEE                                                                         

                (a)      Except as set forth in the succeeding sentence, the
Disbursing Agent shall make all distributions required under this Plan.         
Distributions provided for in the Plan on account of Allowed Class 7 Claims     
shall be made by the Trustee. The WGI Creditor Trust Agreement shall provide    
that any distributions to be made on account of Allowed Old Note Claims shall be
made to the Indenture Trustee, as Disbursing Agent for Old Note Claims, for     
further distribution to holders of Allowed Old Note Claims.                     

                  (b)      If the Disbursing Agent is an independent third party
designated by the Reorganized Debtors to serve in such capacity, such Disbursing
Agent shall receive, without further Bankruptcy Court approval, reasonable      
compensation for distribution services rendered pursuant to the Plan and        
reimbursement of reasonable out-of-pocket expenses incurred in connection with  
such services from the Reorganized Debtors on terms acceptable to the           
Reorganized Debtors. No Disbursing Agent shall be required to give any bond or  
surety or other security for the performance of its duties unless otherwise     
ordered by the Bankruptcy Court.                                                

        7.4      RECORD DATE FOR DISTRIBUTIONS TO HOLDERS OF LENDER CLAIMS AND
OLD NOTES                                                                       

        At the close of business on the Distribution Record Date, the transfer
records for the Old Notes and Lender Claims shall be closed, and there shall be 
no further changes in the record holders of the Old Notes or Lender Claims. None
of Reorganized WGI, the Disbursing Agent, if any, the Trustee, nor the          
Administrative Agent for the Lenders shall have any obligation to recognize any 
transfer of such Old Notes or Lender Claims occurring after the Distribution    
Record Date and shall be entitled instead to recognize and deal for all purposes
hereunder with only those record holders as of the close of business on the     
Distribution Record Date.                                                       

7.5      MEANS OF CASH PAYMENT                                

         Cash payments made pursuant to this Plan shall be in U.S. funds, by the
means agreed to by the payor and the payee, including by check or wire transfer,
or, in the absence of an agreement, such commercially reasonable manner as the  
payor shall determine in its sole discretion.                                   

   7.6      CALCULATION OF DISTRIBUTION AMOUNTS OF NEW COMMON SHARES

No fractional shares of New Common Shares shall be issued or  
distributed under the Plan or by Reorganized WGI or the Disbursing Agent. Each  
Person entitled to receive New Common Shares will receive the total number of   
whole shares of New Common Shares to which such Person is entitled. Whenever any
distribution to a particular Person would otherwise call for distribution of a  
fraction of a share of New Common Shares, the actual distribution of shares of  
such stock shall be rounded to the next higher or lower whole number as follows:
(a) fractions 1/2 or greater shall be rounded to the next higher whole number,  
and (b) fractions of less than 1/2 shall be rounded to the next lower whole     
number. The total number of shares of New Common Shares to be distributed to a  
Class of Claims or Interests shall be adjusted as necessary to account for the  
rounding provided for in this Section 7.6. No consideration shall be provided in
lieu of fractional shares that are rounded down.                                

7.7      DELIVERY OF DISTRIBUTIONS                            

 Distributions to holders of Allowed Claims shall be made by the
Disbursing Agent (a) at the addresses set forth on the proofs of Claim filed by 
such holders (or at the last known addresses of such holders if no proof of     
Claim is filed or if the Debtors have been notified of a change of address), (b)
at the addresses set forth in any written notices of address changes delivered  
to the Disbursing Agent after the date of any related proof of Claim, (c) at the
addresses reflected in the Schedules if no proof of Claim has been filed and the
Disbursing Agent has not received a written notice of a change of address, or   
(d) in the case of the holder of an Allowed Old Note Claim, at the addresses    
contained in the official records of the indenture trustee under the Old        
Indenture, or (e) at the addresses set forth in a properly completed letter of  
transmittal accompanying securities properly remitted to the Debtors. If any    
holder's distribution is returned as undeliverable, no further distributions to 
such holder shall be made unless and until the Disbursing Agent (or Trustee as  
applicable) is notified of such holder's then current address, at which time all
missed distributions shall be made to such holder without interest. Amounts in  
respect of undeliverable distributions made by the Disbursing Agent (or Trustee 
as applicable), shall be returned to the Reorganized Debtors (or the WGI        
Creditor Trust, as applicable) until such distributions are claimed. All claims 
for undeliverable distributions made by the Disclosing Agent must be made on or 
before the first (1st) anniversary of the Effective Date, after which date all  
unclaimed property shall revert to the Reorganized Debtors free of any          
restrictions thereon and the claim of any holder or successor                   

 Appendix A-20

EX-99.1
28th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 28th
to such holder with respect to such property shall be discharged and forever    
barred, notwithstanding any federal or state escheat laws to the contrary.      
Nothing contained in the Plan shall require the Debtors, Reorganized Debtors,   
any Disbursing Agent or the Indenture Trustee to attempt to locate any holder of
an Allowed Claim.                                                               

7.8      SURRENDER OF SECURITIES AND INSTRUMENTS              

(a)      OLD NOTES                          

     Except as provided in Section 7.8(b) of this Plan for lost, stolen,
mutilated or destroyed Old Notes each holder of an Allowed Claim evidenced by   
Old Note shall tender such Old Note to the Trustee in accordance with written   
instructions to be provided in a letter of transmittal to such holders by the   
Trustee as promptly as practicable following the Effective Date. Such letter of 
transmittal shall specify that delivery of such Old Notes will be effected, and 
risk of loss and title thereto will pass, only upon the proper delivery of such 
Old Notes with the letter of transmittal in accordance with such instructions.  
Such letter of transmittal shall also include, among other provisions, customary
provisions with respect to the authority of the holder of the applicable Old    
Note to act and the authenticity of any signatures required on the letter of    
transmittal. All surrendered notes and Old Notes shall be marked as canceled and
delivered by the Trustee to Reorganized WGI.                                    

   (b)      LOST, MUTILATED OR DESTROYED OLD NOTES

     In addition to any requirements under the applicable certificate or
articles of incorporation or bylaws of the applicable Debtor, any holder of a   
Claim evidenced by a Old Note that has been lost, stolen, mutilated or destroyed
shall, in lieu of surrendering such, Old Note, deliver to the Trustee: (i)      
evidence satisfactory to the Trustee of the loss, theft, mutilation or          
destruction; and (ii) such indemnity as may be required by the Trustee to hold  
the Trustee harmless from any damages, liabilities or costs incurred in treating
such individual as a holder of an Old Note. Upon compliance with this Section   
7.8(b) by a holder of a Claim evidenced by an Old Note, such holder shall, for  
all purposes under the Plan, be deemed to have surrendered its Old Note, as     
applicable.                                                                     

    (c)      FAILURE TO SURRENDER CANCELED OLD NOTES

        Any holder of an Old Note that fails to surrender or be deemed to have
surrendered such note or Old Note within the 2nd anniversary after the Effective
Date shall have its claim for a distribution from the WGI Creditor Trust on     
account of such Old Note discharged and shall be forever barred from asserting  
any such claim against the WGI Creditor Trust, any Reorganized Debtor or their  
respective property.                                                            

7.9      WITHHOLDING AND REPORTING REQUIREMENTS               

   In connection with this Plan and all distributions hereunder, the
Disbursing Agent shall, to the extent applicable, comply with all tax           
withholding and reporting requirements imposed by any federal, state,           
provincial, local, or foreign taxing authority, and all distributions hereunder 
shall be subject to any such withholding and reporting requirements. The        
Disbursing Agent shall be authorized to take any and all actions that may be    
necessary or appropriate to comply with such withholding and reporting          
requirements. Notwithstanding any other provision of the Plan: (a) each holder  
of an Allowed Claim that is to receive a distribution of New Securities pursuant
to the Plan shall have sole and exclusive responsibility for the satisfaction   
and payment of any tax obligations imposed by any governmental unit, including  
income, withholding and other tax obligations, on account of such distribution, 
and (b) no distribution shall be made to or on behalf of such holder pursuant to
the Plan unless and until such holder has made arrangements satisfactory to the 
Disbursing Agent for the payment and satisfaction of such tax obligations. Any  
New Securities to be distributed pursuant to the Plan shall, pending the        
implementation of such arrangements, be treated as an undeliverable distribution
pursuant to Section 7.7 of this Plan.                                           

7.10     SETOFFS                                              

    The Reorganized Debtors may, but shall not be required to, set off
against any Claim, and the payments or other distributions to be made pursuant  
to the Plan in respect of such Claim, claims of any nature whatsoever that the  
Debtors or Reorganized Debtors may have against the holder of such Claim;       
PROVIDED, HOWEVER, that neither the failure to do so nor the allowance of any   
Claim hereunder shall constitute a waiver or release by the Reorganized Debtors 
of any such claim that the Debtors or Reorganized Debtors may have against such 
holder. Notwithstanding anything to the contrary, the Debtors and Reorganized   
Debtors will not exercise any right of setoff against any Lender any agents     
under the Pre-Petition Credit Agreement or the DIP Facility Agreement, or the   
DIP Lenders.                                                                    

 Appendix A-21

EX-99.1
29th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 29th
ARTICLE VIII

PROCEDURES FOR RESOLVING DISPUTED,
CONTINGENT, AND UNLIQUIDATED CLAIMS AND DISPUTED INTERESTS

8.1      PROSECUTION OF OBJECTIONS                            

   After the Confirmation Date, only the Debtors and the Reorganized
Debtors shall have the authority to file objections, settle, compromise,        
withdraw or litigate to judgment objections to Claims, other than the Raytheon  
Asserted Claims and Disputed Claims in Class 7, with respect to which the       
authority to object, settle, compromise or litigate to judgment shall be        
transferred to the WGI Creditor Trust pursuant to Section 9.2 of this Plan. From
and after the Effective Date, the Reorganized Debtors or the Trustee, as        
applicable, may settle or compromise any Disputed Claim without approval of the 
Bankruptcy Court.                                                               

8.2      NO DISTRIBUTIONS PENDING ALLOWANCE                   

     Notwithstanding any other provision of the Plan or the WGI Creditor
Trust Agreement, no payments or distributions shall be made with respect to all 
or any portion of a Disputed Claim unless and until all objections to such      
Disputed Claim have been settled or withdrawn or have been determined by Final  
Order, and the Disputed Claim, or some portion thereof, has become an Allowed   
Claim.                                                                          

8.3      DISPUTED CLASS 7 DISTRIBUTION RESERVE                

      Prior to making any distributions of Trust Assets, the Trustee shall
establish appropriate reserves for Disputed Class 7 Claims, to withhold from any
such distributions 100% of distributions to which holders of Disputed Class 7   
Claims would be entitled under the Plan as of such date if such Disputed Class 7
Claims were Allowed Claims in their Disputed Class 7 Claim Amount.              

8.4      DISTRIBUTIONS AFTER ALLOWANCE OF CLASS 7 CLAIM       

    The Trustee shall make payments and distributions from the reserve
established for Disputed Class 7 Claims to each holder of a Disputed Class 7    
Claim that has become an Allowed Class 7 Claim in accordance with the provisions
of the WGI Creditor Trust Agreement. After the date that the order or judgment  
of the Bankruptcy Court allowing such Claim becomes a Final Order, the Trustee  
shall distribute, subject to the WGI Creditor Trust Agreement, to the holder of 
such Claim any Cash in the reserve established for Disputed Class 7 Claims that 
would have been distributed to the holder of such claim had such Claim been an  
Allowed Class 7 Claim.                                                          

ARTICLE IX

WGI CREDITOR TRUST

9.1      APPOINTMENT OF TRUSTEE                               

   The Trustee for the WGI Creditor Trust shall be designated by the
Creditors' Committee with the reasonable consent of the Agent under the         
Pre-Petition Credit Agreement and the Debtors. Specifically, the Creditors'     
Committee shall file a notice on a date that is not less than five (5) days     
prior to the Confirmation Hearing designating the Person who it has selected as 
Trustee and seeking approval of such designation. Any dispute regarding the     
designation of the Trustee shall be resolved by the Bankruptcy Court. If        
approved by the Bankruptcy Court, the Person so designated shall become the     
Trustee on the Effective Date. The Trustee shall have and perform all of the    
duties, responsibilities, rights and obligations set forth in the WGI Creditor  
Trust Agreement.                                                                

9.2      TRANSFER OF TRUST ASSETS TO THE WGI CREDITOR TRUST   

         On the Effective Date, if and to the extent not previously settled, the
Debtors shall transfer and shall be deemed to have irrevocably transferred to   
the WGI Creditor Trust, for and on behalf of the beneficiaries of the Trust, the
Trust Assets (subject to the obligation of the WGI Creditor Trust to pay the    
Reimbursement Obligation as set forth in Section 9.6 of this Plan).             

9.3      THE WGI CREDITOR TRUST                               

           (a)      Without any further action of the directors or
shareholders of the Debtors, on the Effective Date, the WGI Creditor Trust      
Agreement, substantially in the form of Exhibit E to this Plan, shall become    
effective. The Trustee shall accept the WGI                                     

 Appendix A-22

EX-99.1
30th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 30th
Creditor Trust and sign the WGI Creditor Trust Agreement on the Effective Date  
and the WGI Creditor Trust will then be deemed created and effective.           

              (b)      The Trustee shall have full authority to take any
steps necessary to administer the WGI Creditor Trust Agreement, including,      
without limitation, the duty and obligation to liquidate Trust Assets, to make  
distributions therefrom to the holders of Allowed Class 7 Claims and, if        
authorized by majority vote of those members of the Trust Advisory Board        
authorized to vote, to pursue and settle any of the Raytheon Claims, Raytheon   
Asserted Claims and other Disputed Claims in Class 7. Upon such transfer (which,
as stated above, shall occur on the Effective Date), the Debtors, the Disbursing
Agent and the Reorganized Debtors shall have no other further rights or         
obligations with respect thereto.                                               

       (c)      All costs and expenses associated with the
administration of the WGI Creditor Trust, including those rights, obligations   
and duties described in this Section 9.3, shall be the responsibility of and    
paid by the WGI Creditor Trust. Notwithstanding the foregoing, the Reorganized  
Debtors shall make available to the Trustee reasonable access during normal     
business hours, upon reasonable notice, to personnel and books and records of   
the Reorganized Debtors to representatives of the WGI Creditor Trust to enable  
the Trustee to perform the Trustee's tasks under the WGI Creditor Trust         
Agreement and this Plan; PROVIDED, HOWEVER, that the Reorganized Debtors will   
not be required to make expenditures in response to such requests determined by 
them to be unreasonable.                                                        

              (d)      The Trustee may retain such law firms, accounting
firms, experts, advisors, consultants, investigators, appraisers, auctioneers or
other professionals as it may deem necessary (collectively, the "Trustee        
Professionals"), in its sole discretion, to aid in the performance of its       
responsibilities pursuant to the terms of this Plan including, without          
limitation, the liquidation and distribution of Trust Assets.                   

                 (e)      For federal income tax purposes, it is intended that
the WGI Creditor Trust be classified as a liquidating trust under section       
301.7701-4 of the Procedure and Administration Regulations and that such trust  
is owned by its beneficiaries. Accordingly, for federal income tax purposes, it 
is intended that the beneficiaries be treated as if they had received a         
distribution of an undivided interest in the Trust Assets and then contributed  
such interests to the WGI Creditor Trust.                                       

            (f)      The Trustee shall be responsible for filing all
federal, state and local tax returns for the WGI Creditor Trust.                

9.4      THE TRUST ADVISORY BOARD                             

            The Trust Advisory Board shall be comprised of three (3)
members, all of which shall be designated by the Creditors' Committee with the  
reasonable consent of the Agent for the Prepetition Secured Lenders and the     
Debtors. The Creditor's Committee shall give written notice of the identity of  
each member and file such notice with the Bankruptcy Court on a date that is not
less than five (5) days prior to the Confirmation Hearing. Any dispute regarding
the designation of the members of the Trust Advisory Board shall be resolved by 
the Bankruptcy Court.                                                           

              The Trust Advisory Board shall adopt such bylaws as it may
deem appropriate. The Trustee shall consult regularly with the Trust Advisory   
Board when carrying out the purpose and intent of the WGI Creditor Trust.       
Members of the Trust Advisory Board shall be entitled to compensation in        
accordance with the Trust Agreement and to reimbursement of the reasonable and  
necessary expenses incurred by them in carrying out the purpose of the Trust    
Advisory Board. Reimbursement of the reasonable and necessary expenses of the   
members of the Trust Advisory Board and their compensation to the extent        
provided for in the Trust Agreement shall be payable by the WGI Creditor Trust. 

                (a)      In the case of an inability or unwillingness of any
member of the Trust Advisory Board to serve, such member shall be replaced by   
designation of the remaining members of the Trust Advisory Board. If any        
position on the Trust Advisory Board remains vacant for more than thirty (30)   
days, such vacancy shall be filled within fifteen (15) days thereafter by the   
designation of the Trustee without the requirement of a vote by the other       
members of the Trust Advisory Board.                                            

                 (b)      Upon the certification by the Trustee that all Trust
Assets have been distributed, abandoned or otherwise disposed of, the members of
the Trust Advisory Board shall resign their positions, whereupon they shall be  
discharged from further duties and responsibilities.                            

            (c)      The Trust Advisory Board may, by majority vote,
authorize the Trustee to invest the corpus of the Trust in prudent investments  
other than those described in section 345 of the Bankruptcy Code.               

 Appendix A-23

EX-99.1
31st Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 31st
               (d)      The Trust Advisory Board may remove the Trustee in
its discretion. In the event the requisite approval is not obtained, the Trustee
may be removed by the Bankruptcy Court for cause shown. In the event of the     
resignation or removal of the Trustee, the Trust Advisory Board shall, by       
majority vote, designate a person to serve as successor Trustee.                

             (e)      Notwithstanding anything to the contrary in this
Plan, neither the Trust Advisory Board nor any of its members, designees,       
counsel, financial advisors or any duly designated agent or representatives of  
any such party shall be liable for the act, default or misconduct of any other  
member of the Trust Advisory Board, nor shall any member be liable for anything 
other than such member's own gross negligence or willful misconduct. The Trust  
Advisory Board may, in connection with the performance of its duties, and in its
sole and absolute discretion, consult with its counsel, accountants or other    
professionals, and shall not be liable for anything done or omitted or suffered 
to be done in accordance with such advice or opinions. If the Trust Advisory    
Board determines not to consult with its counsel, accountants or other          
professionals, it shall not be deemed to impose any liability on the Trust      
Advisory Board, or its members and/or designees.                                

                  (f)      The Trust Advisory Board shall govern its proceedings
through the adoption of by-laws, which the Trust Advisory Board may adopt by    
majority vote. No provision of such by-laws shall supersede any express         
provision of the Plan.                                                          

9.5      FUNDING OF THE WGI CREDITOR TRUST                    

   The Initial Deposit shall be funded by the Debtors or Reorganized
Debtors by delivering to the Trustee $20 million on the Effective Date. The     
Trustee shall use the Initial Deposit consistent with the purpose of the WGI    
Creditor Trust and subject to the terms and conditions of this Plan and the WGI 
Creditor Trust Agreement.                                                       

9.6      REIMBURSEMENT OBLIGATION                             

     Immediately upon receipt of any and all Trust Recoveries by the WGI
Creditor Trust, the Trustee shall pay such Trust Recoveries to Reorganized WGI  
until such time as the Reimbursement Obligation is paid in full.                

9.7      DISTRIBUTIONS OF TRUST ASSETS                        

     The Trustee shall make distributions of Net Trust Recoveries as, in
accordance with the WGI Creditor Trust Agreement, which shall provide for       
distributions as follows: FIRST, to pay the Trust Expenses; SECOND, to repay the
Reimbursement Obligation, and THIRD, among holders of Allowed Class 7 Claims on 
a Pro Rata basis. Such distributions shall be made at the times and in the      
manner set forth in the WGI Creditor Trust Agreement. If there is a WGI Creditor
Trust Residual, it shall be distributed by the Trustee to holders of Old Common 
Stock as of the Distribution Date on a Pro Rata basis.                          

 ARTICLE X

CONDITIONS PRECEDENT TO CONFIRMATION
AND CONSUMMATION OF THE PLAN

10.1     CONDITIONS TO CONFIRMATION                           

 The following are conditions precedent to the occurrence of the
Confirmation Date: (a) the entry of an order finding that the Disclosure        
Statement contains adequate information pursuant to section 1125 of the         
Bankruptcy Code and (b) the proposed Confirmation Order shall be in form and    
substance acceptable to the Debtors and the Agent under the Pre-Petition Credit 
Agreement.                                                                      

10.2     CONDITIONS TO EFFECTIVE DATE                         

 The following are conditions precedent to the occurrence of the
Effective Date, each of which must be satisfied or waived in accordance with    
Section 10.3 of this Plan:                                                      

               (a)      The Confirmation Order shall have been entered and
become a Final Order in form and substance reasonably satisfactory to the       
Debtors and the Agent under the Pre-Petition Credit Agreement and shall:        

 Appendix A-24

EX-99.1
32nd Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 32nd
                       (i)      provide that the Debtors and Reorganized
Debtors are authorized and directed to take all actions necessary or appropriate
to enter into, implement and consummate the contracts, instruments, releases,   
leases, indentures and other agreements or documents created in connection with 
the Plan or the Restructuring Transactions;                                     

                        (ii)     authorize the issuance of New Securities;
and                                                                             

                        (iii)    provide that the New Common Shares issued
under the Plan in exchange for Claims against the Debtors are exempt from       
registration under the Securities Act of 1933 pursuant to section 1145 of the   
Bankruptcy Code, except to the extent that holders of the New Common Shares are 
"underwriters," as that term is defined in section 1145 of the Bankruptcy Code. 

               (b)      The Reorganized Debtors have entered into the Exit
Facility.                                                                       

             (c)      All Plan Exhibits shall be in form and substance
reasonably acceptable to the Debtors and the Agent under the Pre-Petition Credit
Agreement, and shall have been executed and delivered.                          

               (d)      All actions, documents and agreements necessary to
implement the Plan shall have been effected or executed.                        

10.3     WAIVER OF CONDITIONS                                 

       Each of the conditions set forth in Section 10.2 of this Plan, may be
waived in whole or in part by the Debtors with the written consent of the Agent 
under the Pre-petition Credit Agreement, without any other notice to parties in 
interest or the Bankruptcy Court and without a hearing. The failure to satisfy  
or waive any condition to the Effective Date may be asserted by the Debtors or  
Reorganized Debtors regardless of the circumstances giving rise to the failure  
of such condition to be satisfied (including any action or inaction by a Debtor 
or Reorganized Debtor). The failure of a Debtor or Reorganized Debtor to        
exercise any of the foregoing rights shall not be deemed a waiver of any other  
rights, and each such right shall be deemed an ongoing right that may be        
asserted at any time.                                                           

ARTICLE XI

 RETENTION OF JURISDICTION

11.1     EXCLUSIVE JURISDICTION OF THE BANKRUPTCY COURT       

Under sections 105(a) and 1142 of the Bankruptcy Code, and    
notwithstanding entry of the Confirmation Order and occurrence of the Effective 
Date, the Bankruptcy Court shall retain exclusive jurisdiction over all matters 
arising out of, and related to, the Chapter 11 Case and the Plan to the fullest 
extent permitted by law, including, among other things, jurisdiction to:        

             (a)      Allow, disallow, determine, liquidate, classify,
estimate or establish the priority or secured or unsecured status of any Claim  
or Interest not otherwise allowed under the Plan, including the resolution of   
any request for payment of any Administrative Claim and the resolution of any   
objections to the allowance or priority of Claims or Interests;                 

                 (b)      Hear and determine all applications for compensation
and reimbursement of expenses of Professionals under the Plan or under sections 
330, 331, 503(b), 1103 and 1129(a)(4) of the Bankruptcy Code; PROVIDED, HOWEVER,
that from and after the Effective Date, the payment of the fees and expenses of 
the retained Professionals of the Reorganized Debtors shall be made in the      
ordinary course of business and shall not be subject to the approval of the     
Bankruptcy Court;                                                               

               (c)      Hear and determine all matters with respect to the
assumption or rejection of any executory contract or unexpired lease to which a 
Debtor is a party or with respect to which a Debtor may be liable, including, if
necessary, the nature or amount of any required Cure or the liquidation or      
allowance of any Claims arising therefrom;                                      

             (d)      Effectuate performance of and payments under the
provisions of the Plan;                                                         

                  (e)      Hear and determine any and all adversary proceedings,
motions, applications, and contested or litigated matters arising out of, under,
or related to, the Chapter 11 Case;                                             

 Appendix A-25

EX-99.1
33rd Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 33rd
                 (f)      Enter such orders as may be necessary or appropriate
to execute, implement, or consummate the provisions of the Plan and all         
contracts, instruments, releases, and other agreements or documents created in  
connection with the Plan, the Disclosure Statement or the Confirmation Order;   

              (g)      Hear and determine disputes arising in connection
with the interpretation, implementation, consummation, or enforcement of the    
Plan, including disputes arising under agreements, documents or instruments     
executed in connection with the Plan;                                           

             (h)      Consider any modifications of the Plan, cure any
defect or omission, or reconcile any inconsistency in any order of the          
Bankruptcy Court, including, without limitation, the Confirmation Order;        

                 (i)      Issue injunctions, enter and implement other orders,
or take such other actions as may be necessary or appropriate to restrain       
interference by any entity with implementation, consummation, or enforcement of 
the Plan or the Confirmation Order;                                             

                (j)      Enter and implement such orders as may be necessary
or appropriate if the Confirmation Order is for any reason reversed, stayed,    
revoked, modified, or vacated;                                                  

                 (k)      Hear and determine any matters arising in connection
with or relating to the Plan, the Disclosure Statement, the Confirmation Order, 
or any contract, instrument, release, or other agreement or document created in 
connection with the Plan, the Disclosure Statement or the Confirmation Order;   

                  (l)      Enforce all orders, judgments, injunctions, releases,
exculpations, indemnifications and rulings entered in connection with the       
Chapter 11 Case;                                                                

            (m)      Except as otherwise limited herein, recover all
assets of the Debtors and property of the Debtors' Estates, wherever located;   

                (n)      Hear and determine matters concerning state, local,
and federal taxes in accordance with sections 346, 505, and 1146 of the         
Bankruptcy Code;                                                                

          (o)      Hear and determine all disputes involving the
existence, nature, or scope of the Debtors' discharge;                          

            (p)      Hear and determine such other matters as may be
provided in the Confirmation Order or as may be authorized under, or not        
inconsistent with, provisions of the Bankruptcy Code; and                       

              (q)      Enter a final decree closing the Chapter 11 Case.

 ARTICLE XII

MISCELLANEOUS PROVISIONS

12.1     PROFESSIONAL FEE CLAIMS                              

      All final requests for compensation or reimbursement of Professional
Fees pursuant to sections 327, 328, 330, 331, 503(b) or 1103 of the Bankruptcy  
Code for services rendered to the Debtors or any creditors' committee (if one   
has been appointed) prior to the Effective Date and Substantial Contribution    
Claims under section 503(b)(4) of the Bankruptcy Code must be filed and served  
on the Reorganized Debtors and their counsel no later than 60 days after the    
Effective Date, unless otherwise ordered by the Bankruptcy Court. Objections to 
applications of such Professionals or other entities for compensation or        
reimbursement of expenses must be filed and served on the Reorganized Debtors   
and their counsel and the requesting Professional or other entity no later than 
60 days (or such longer period as may be allowed by order of the Bankruptcy     
Court) after the date on which the applicable application for compensation or   
reimbursement was served.                                                       

12.2     ADMINISTRATIVE CLAIMS BAR DATE                       

 Appendix A-26

EX-99.1
34th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 34th
        All requests for payment of an Administrative Claim (other than as set
forth in Sections 3.1 and 12.1 of this Plan) must be filed with the Bankruptcy  
Court and served on counsel for the Debtors and counsel for the Trustee no later
than forty-five (45) days after the Effective Date. Unless the Debtors object to
an Administrative Claim within forty-five (45) Business Days after receipt, such
Administrative Claim shall be deemed allowed in the amount requested. In the    
event that the Debtors object to an Administrative Claim, the Bankruptcy Court  
shall determine the Allowed amount of such Administrative Claim. Notwithstanding
the foregoing, no request for payment of an Administrative Claim need be filed  
with respect to an Administrative Claim which is paid or payable by a Debtor in 
the ordinary course of business.                                                

         12.3     POST-EFFECTIVE DATE COMPENSATION FOR THE TRUSTEE AND TRUSTEE'S
PROFESSIONALS                                                                   

 Subsequent to the Effective Date, the Trustee and the Trustee's
Professionals shall be paid as described in this Section 12.3. On or before the 
last date of each month following the month for which compensation is sought,   
each such party shall serve a monthly statement upon Reorganized WGI, the       
Trustee and the Trust Advisory Board, as applicable. Each person receiving such 
statement will have fifteen days (15) days from the date such statement is      
received to review the statement and object to such statement by serving an     
objection setting forth the precise nature of the objection and the amount at   
issue on the parties listed above in this paragraph, as applicable. At the      
expiration of such fifteen (15) day period, the WGI Creditor Trust shall        
promptly pay 100% of the amounts requested, except for the portion of such fees 
and disbursements to which an objection has been made. The parties shall attempt
to consensually resolve objections, if any, to any monthly statement. In the    
event that the parties are unable to reach a consensual resolution of any such  
objection, the party who received an objection to its fees may seek payment of  
such fees by filing a motion with the Bankruptcy Court and providing notice to  
the parties listed above in this paragraph. Any professional who fails to submit
a monthly statement shall be ineligible to receive further payment of fees and  
expenses as provided herein until such time as the monthly statement is         
submitted                                                                       

12.4     PAYMENT OF STATUTORY FEES                            

     All fees payable pursuant to Section 1930 of title 28 of the United
States Code, as determined by the Bankruptcy Court at the Confirmation Hearing  
shall be paid on or before the Effective Date. After the Effective Date, the    
Reorganized Debtors shall pay all required fees pursuant to Section 1930 of     
title 28 of the United States Code or any other statutory requirement and comply
with all statutory reporting requirements.                                      

12.5     MODIFICATIONS AND AMENDMENTS                         

   Subject to the consent of the Agent under the Pre-petition Credit
Agreement, the Debtors may alter, amend, or modify the Plan or any Exhibits or  
schedules thereto under section 1127(a) of the Bankruptcy Code at any time prior
to the Confirmation Date. After the Confirmation Date and prior to substantial  
consummation of the Plan, as defined in section 1101(2) of the Bankruptcy Code, 
the Debtors may, under section 1127(b) of the Bankruptcy Code, institute        
proceedings in the Bankruptcy Court to remedy any defect or omission or         
reconcile any inconsistencies in the Plan, the Disclosure Statement, or the     
Confirmation Order, and such matters as may be necessary to carry out the       
purposes and effects of the Plan so long as they have obtained the prior        
approval of the Agent under the Pre-Petition Credit Agreement and such          
proceedings do not materially adversely affect the treatment of holders of      
Claims under the Plan; PROVIDED, HOWEVER, that prior notice of such proceedings 
shall be served in accordance with the Bankruptcy Rules or order of the         
Bankruptcy Court.                                                               

12.6     SEVERABILITY OF PLAN PROVISIONS                      

         If, prior to Confirmation, any term or provision of the Plan is held by
the Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy Court,
at the request of any Debtor, shall have the power to alter and interpret such  
term or provision to make it valid or enforceable to the maximum extent         
practicable, consistent with the original purpose of the term or provision held 
to be invalid, void or unenforceable, and such term or provision shall then be  
applicable as altered or interpreted. Notwithstanding any such holding,         
alteration or interpretation, the remainder of the terms and provisions of the  
Plan shall remain in full force and effect and shall in no way be affected,     
impaired or invalidated by such holding, alteration or interpretation. The      
Confirmation Order shall constitute a judicial determination and shall provide  
that each term and provision of the Plan, as it may have been altered or        
interpreted in accordance with the foregoing, is valid and enforceable pursuant 
to its terms.                                                                   

 Appendix A-27

EX-99.1
35th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 35th
12.7     SUCCESSORS AND ASSIGNS                               

         The rights, benefits and obligations of any entity named or referred to
in the Plan shall be binding on, and shall inure to the benefit of, any heir,   
executor, administrator, successor or assign of such entity.                    

12.8     COMPROMISES AND SETTLEMENTS                          

       Pursuant to Fed. R. Bankr. P. 9019(a), the Debtors may compromise and
settle various Claims against them and/or claims that they may have against     
other Persons. The Debtors expressly reserve the right (with Bankruptcy Court   
approval, following appropriate notice and opportunity for a hearing) to        
compromise and settle Claims against them and claims that they may have against 
other Persons up to and including the Effective Date. After the Effective Date, 
such right shall pass to the Reorganized Debtors pursuant to Sections 5.9 and   
5.10 of this Plan.                                                              

12.9     RELEASES AND SATISFACTION OF SUBORDINATION RIGHTS    

  All Claims of the holders of the Lender Claims and the Old Notes
against the Debtors and all rights and claims between or among such holders     
relating in any manner whatsoever to any claimed subordination rights, shall be 
deemed satisfied by the distributions under, described in, contemplated by,     
and/or implemented in Section 3.3 of this Plan. Distributions under, described  
in, contemplated by, and/or implemented by this Plan to the various Classes of  
Claims hereunder shall not be subject to levy, garnishment, attachment, or like 
legal process by any holder of a Claim, including, but not limited to, holders  
of Lender Claims and Old Note Claims, by reason of any claimed subordination    
rights or otherwise, so that each holder of a Claim shall have and receive the  
benefit of the distributions in the manner set forth in the Plan.               

12.10    DISCHARGE OF THE DEBTORS                             

              (a)      Except as provided in the Confirmation Order, the
rights afforded under this Plan and the treatment of Claims and Interests under 
this Plan shall be in exchange for and in complete satisfaction, discharge and  
release of all Claims and termination of all WGI Interests, including any       
interest accrued on Claims from the Petition Date. Except as provided in the    
Confirmation Order, Confirmation shall (a) discharge the Debtors from all Claims
and other debts that arose before the Confirmation Date and all debts of the    
kind specified in section 502(g), 502(h) or 502(i) of the Bankruptcy Code,      
whether or not (i) a proof of claim based on such debt is filed or deemed filed 
pursuant to section 501 of the Bankruptcy Code, (ii) a Claim based on such debt 
is allowed pursuant to section 502 of the Bankruptcy Code or (iii) the holder of
a Claim based on such debt has accepted the Plan; and (b) terminate all         
Interests and other rights of equity security holders in WGI.                   

               (b)      As of the Confirmation Date, except as provided in
this Plan or the Confirmation Order, all entities shall be precluded from       
asserting against the Debtors, the Reorganized Debtors, their successors or     
their property, any other or further claims, debts, rights, causes of action,   
liabilities or equity interests based upon any act, omission, transaction or    
other activity of any nature that occurred prior to the Confirmation Date. In   
accordance with the foregoing, except as provided in this Plan of the           
Confirmation Order, the Confirmation Order shall be a judicial determination of 
discharge of all such rights of equity security holders in WGI, pursuant to     
sections 524 and 1141 of the Bankruptcy Code, and such discharge shall void any 
judgment obtained against the Debtors at any time, to the extent that such      
judgment relates to a discharged Claim or WGI Interest.                         

12.11    INJUNCTION                                           

               (a)      Except as provided in the Plan or the Confirmation
Order, as of the Confirmation Date, all entities that have held, currently hold 
or may hold a Claim or other debt or liability that is discharged or an Interest
or other right of an equity security holder that is terminated pursuant to the  
terms of the Plan are permanently enjoined from taking any of the following     
actions against the Debtors, Reorganized Debtors or their property on account of
any such discharged Claims, debts or liabilities or terminated interests or     
rights: (i) commencing or continuing, in any manner or in any place, any action 
or other proceeding; (ii) enforcing, attaching, collecting or recovering in any 
manner any judgment, award, decree or order; (iii) creating, perfecting or      
enforcing any lien or encumbrance; (iv) asserting a setoff, right of subrogation
or recoupment of any kind against any debt, liability or obligation due to the  
Debtors and (v) commencing or continuing any action in any manner, in any place 
that does not comply with or is inconsistent with the provisions of the Plan.   

 Appendix A-28

EX-99.1
36th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 36th
             (b)      As of the Effective Date, all entities that have
held, currently hold or may hold a claim, demand, debt, right, cause of action  
or liability that is released pursuant to Section 5.13 of this Plan are         
permanently enjoined from taking any of the following actions on account of such
released claims, obligations, suits, judgments, damages, demands, debts, rights,
causes of action or liabilities: (i) commencing or continuing in any manner any 
action or other proceeding; (ii) enforcing, attaching, collecting or recovering 
in any manner any judgment, award, decree or order; (iii) creating, perfecting  
or enforcing any lien or encumbrance: (iv) asserting a setoff, right of         
subrogation or recoupment of any kind against any debt, liability or obligation 
due to any released entity; and (v) commencing or continuing any action, in any 
manner, in any place that does not comply with or is inconsistent with the      
provisions of the Plan.                                                         

                 (c)      By accepting distribution pursuant to the Plan, each
holder of an Allowed Claim or Allowed Interest receiving distributions pursuant 
to the Plan will be deemed to have specifically consented to the injunctions set
forth in this Section 12.11.                                                    

12.12    COMMITTEES                                           

         Effective on the Effective Date, the duties of the Creditors' Committee
shall terminate.                                                                

12.13    EXCULPATION AND LIMITATION OF LIABILITY              

         (a)      None of the Debtors, the agent under the DIP
Facility, the Lenders, the Reorganized Debtors, the Creditors' Committee, the   
DIP Lenders, nor any of their respective present or former members, officers,   
directors, employees, advisors, or attorneys shall have or incur any liability  
to any holder of a Claim or an Interest, or any other party in interest, or any 
of their respective agents, employees, representatives, financial advisors,     
attorneys, or affiliates, or any of their successors or assigns, for any act or 
omission in connection with, relating to, or arising out of, the Chapter 11     
Case, formulating, negotiating or implementing the Plan, the solicitation of    
acceptances of the Plan, the pursuit of confirmation of the Plan, the           
confirmation of the Plan, the consummation of the Plan, or the administration of
the Plan or the property to be distributed under the Plan, except for their     
willful misconduct, and in all respects shall be entitled to reasonably rely    
upon the advice of counsel with respect to their duties and responsibilities    
under the Plan.                                                                 

                 (b)      Notwithstanding any other provision of this Plan, no
holder of a Claim or Interest, no other party in interest, none of their        
respective agents, employees, representatives, financial advisors, attorneys, or
affiliates, and no successors or assigns of the foregoing, shall have any right 
of action against any Debtor or Reorganized Debtor, nor any statutory committee,
the Lenders, the DIP Lenders, nor any of their respective present or former     
members, officers, directors, employees, advisors or attorneys, for any act or  
omission in connection with, relating to, or arising out of, the Chapter 11     
Case, formulating, negotiating or implementing the Plan, solicitation of        
acceptances of the Plan, the pursuit of confirmation of the Plan, the           
consummation of the Plan, the confirmation of the Plan, or the administration of
the Plan or the property to be distributed under the Plan, except for their     
willful misconduct.                                                             

                  (c)      The foregoing exculpation and limitation on liability
shall not, however, limit, abridge, or otherwise affect the rights, if any, of  
the Reorganized Debtors to enforce, sue on, settle, or compromise the Litigation
Claims retained pursuant to Sections 5.9 and 5.10 of this Plan.                 

12.14    BINDING EFFECT                                       

         The Plan shall be binding upon and inure to the benefit of the Debtors,
all present and former holders of Claims against and Interests in the Debtors,  
their respective successors and assigns, including, but not limited to, the     
Reorganized Debtors, and all other parties-in-interest in this Chapter 11 Case. 

12.15    REVOCATION, WITHDRAWAL, OR NON-CONSUMMATION          

     The Debtors reserve the right to revoke or withdraw the Plan at any
time prior to the Confirmation Date and to file subsequent plans of             
reorganization. If the Debtors revoke or withdraw the Plan, or if Confirmation  
or Consummation does not occur, then (a) the Plan shall be null and void in all 
respects, (b) any settlement or compromise embodied in the Plan (including the  
fixing or limiting to an amount certain any Claim or Class of Claims),          
assumption or rejection of executory contracts or leases effected by the Plan,  
and any document or agreement executed pursuant to the Plan shall be deemed null
and void, and (c) nothing contained in the Plan, and no acts taken in           
preparation for consummation of the Plan, shall (x) constitute or be deemed to  
constitute a waiver or release of any Claims by or against, or any Interests in,
any Debtor or any other Person, (y) prejudice in any manner the rights of any   
Debtor or any Person in any further proceedings involving a Debtor, or (z)      
constitute an admission of any sort by any Debtor or any other Person.          

 Appendix A-29

EX-99.1
37th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 37th
12.16    PLAN EXHIBITS                                        

       Any and all Plan Exhibits, or other lists or schedules not filed with
the Plan shall be filed with the Clerk of the Bankruptcy Court at least five (5)
Business Days prior to date of the commencement of the Confirmation Hearing.    
Upon such filing, such documents may be inspected in the office of the Clerk of 
the Bankruptcy Court during normal court hours. Holders of Claims or Interests  
may obtain a copy of any such document upon written request to the Debtors in   
accordance with Section 12.17 of the Plan. The Debtors explicitly reserve the   
right to modify or make additions to or subtractions from any schedule to the   
Plan and to modify any Plan Exhibit prior to the Confirmation Hearing.          

12.17    NOTICES                                              

    Any notice, request, or demand required or permitted to be made or
provided to or upon a Debtor or Reorganized Debtor under the Plan shall be (a)  
in writing, (b) served by (i) certified mail, return receipt requested, (ii)    
hand delivery, (iii) overnight delivery service, (iv) first class mail, or (v)  
facsimile transmission, and (b) deemed to have been duly given or made when     
actually delivered or, in the case of notice by facsimile transmission, when    
received and telephonically confirmed, addressed as follows:                    

WASHINGTON GROUP INTERNATIONAL, INC., ET AL.                  
Morrison Knudsen Plaza                                        
720 Park Blvd.                                                
Boise, Idaho 83712                                            
Att'n: Richard D. Parry                                       
Telephone:        (208) 386-5199                              
Facsimile:        (208) 386-6421                              

with a copy to:                                               

SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)               
333 West Wacker Drive                                         
Chicago, Illinois  60606-1285                                 
Att'n:   David S. Kurtz, Esq.                                 
Timothy R. Pohl, Esq.                     
Telephone: (312) 407-0700                                     
Facsimile:   (312) 407-0411                                   

CREDIT SUISSE FIRST BOSTON                                    
Eleven Madison Avenue                                         
New York, NY  10010                                           
Att'n:  Mr. Joel Glodowski                                    
Telephone: (212) 325-2000                                     
Facsimile: (212) 325-8309                                     

with a copy to:                                               

WEIL, GOTSHAL & MANGES LLP                                    
767 Fifth Avenue                                              
New York, NY  10153                                           
Att'n:  Harvey R. Miller, Esq.                                
Marcia L. Goldstein, Esq.                     
Telephone: (212) 310-8000                                     
Facsimile: (212) 310-8007                                     

MURPHY SHENEMAN JULIAN & ROGERS                               
101 California Street, Suite 3900                             

 Appendix A-30

EX-99.1
38th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 38th
San Francisco, California 94111                               
Att'n:  Patrick A. Murphy                                     
Randy Rogers                                  
Telephone: (415) 398-4700                                     
Facsimile:   (415) 421-7879                                   

12.18    INDEMNIFICATION OBLIGATIONS                          

  Indemnification Obligations, shall be deemed to be, and shall be
treated as though they are, executory contracts that are assumed pursuant to    
section 365 of the Bankruptcy Code under this Plan and such obligations shall   
remain unaffected and shall not be discharged or impaired hereby, PROVIDED THAT,
any alleged indemnification claim asserted by Raytheon or any of its officers,  
directors, employees, agents or professionals or any Indemnification Obligation 
related to any party listed on Schedule 5.13 or Schedule 6.3 shall not be       
assumed and shall be deemed to be rejected pursuant to Section 6.3 of this Plan.

12.19    PREPAYMENT                                           

    Except as otherwise provided in this Plan, any ancillary documents
entered into in connection therewith, or the Confirmation Order, the Debtors,   
shall have the right to prepay, without penalty, all or any portion of an       
Allowed Claim at any time; PROVIDED, HOWEVER, that any such prepayment shall not
be violative of, or otherwise prejudice, the relative priorities and parities   
among the classes of Claims.                                                    

12.20    TERM OF INJUNCTIONS OR STAYS                         

    Unless otherwise provided herein or in the Confirmation Order, all
injunctions or stays provided for in the Chapter 11 Case under sections 105 or  
362 of the Bankruptcy Code or otherwise, and extant on the Confirmation Date    
(excluding any injunctions or stays contained in this Plan or the Confirmation  
Order), shall remain in full force and effect until the Effective Date.         

Dated:  July 24, 2001                                                           
                    WASHINGTON GROUP INTERNATIONAL, INC., ET AL.
                            (for itself and on behalf of the Subsidiary Debtors)

 By:  /s/ Stephen G. Hanks
                        ------------------------------------------
  Name:     Stephen G. Hanks
                          ----------------------------------------
         Title:    Chief Executive Officer
                           ---------------------------------------

SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)                                 

By:  /s/ David S. Kurtz                                                         
---------------------------------------                                   
David S. Kurtz                                                                  
Timothy R. Pohl                                                                 
333 W. Wacker Drive                                                             
Chicago, Illinois 60606-1285                                                    
(312) 407-0700,                                                                 

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP                                        
Gregg M. Galardi                                                                
One Rodney Square                                                               
P.O. Box 636                                                                    
Wilmington, Delaware 19899-0636                                                 
(302) 651-3000                                                                  

-and-                                                                           

 Appendix A-31

EX-99.1
Last Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 39th
LIONEL, SAWYER & COLLINS                                                        
Jennifer Smith                                                                  
1100 Bank of America Plaza                                                      
50 W. Liberty Street                                                            
Reno, NV 89501                                                                  
(775) 788-8666                                                                  

Attorneys for Washington Group International, Inc., ET AL.                      

 Appendix A-32

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		8/2/01
For Period End:		7/24/01		1		38
		10/16/00		13					8-K
		7/7/00		13					8-K
		7/1/00		13
									List all Filings