GREGG ZIVE, Chief Judge
This matter came before the Court on December 8, 2005, upon the Joint Motion of the Plan Committee and Reorganized Debtors for an Order Approving Term Sheet and Procedures to Liquidate Remaining Class 7 Warrant Package for Benefit of Holders of Allowed Class 7 Claims "the "Joint Motion"), the Court having reviewed the Joint Motion and all other relevant pleadings on file in this matter including, but not limited to, the objections and oppositions, continued objection and reply in relation thereto; having heard the statements of counsel regarding the relief requested in the Joint Motion at hearings before the Court initially on December 8, 2005, and at a continued hearing on December 23, 2005 (collectively, the "Hearing"); having found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157(b) and 1334, and (ii) that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and (iii) notice of the Joint Motion and the Hearing was sufficient under the circumstances; having found that this Court has authority to approve the Joint Motion pursuant to, inter alia, Section 105 of the United States Bankruptcy Code; and the Court having determined that the legal and factual bases set forth in the Joint Motion and at the Hearing establish just cause for the relief granted herein, and the Court having made findings of fact and conclusions of law on the record, which findings of fact and conclusions of law are incorporated by reference herein, including, but not limited to the following findings:
1. The revised proposal to repurchase or substitute cash for the tranches of warrants (the "Warrants") identified in the Warrant Repurchase Term Sheet ("Term Sheet") attached as Exhibit B to the Response of WGI to Statement of Position of Securities and Exchange Commission, Notice of Withdrawal of Emergency Motion of the United States for Interim Estimation of Ultimate Aggregate Amount of Allowed Class 7 Claims and an Order Implementing Confirmed Plan of Reorganization and Reservation of Rights ("Response") for twenty-seven million five hundred thousand dollars ($27,500,000.00) submitted by the Reorganized Debtor at the December 23, 2005, hearing (the "Revised Proposal") represents the highest and best offer for the warrants under the totality of the circumstances.
2. The Revised Proposal is not a modification to the Second Amended Joint Plan of Reorganization, as Modified (the "Plan"), in violation of 11 U.S.C. § 1127.
3. The Revised Proposal is fair and equitable and in the best interests of current and potential holders of Allowed Class 7 Claims, and all parties to this matter have acted in good faith.
4. The Revised Proposal constitutes a necessary and appropriate discharge of the duties and obligations of the Plan Committee ("Plan Committee") in these Chapter 11 cases of Washington Group International, Inc. ("WGI").
5. An extension of the expiration date for the Warrants would constitute an impermissible modification of the Plan well past the time of substantial consummation.
6. The specific terms of the Warrants which are the subject of the Joint Motion, including, but not limited to the expiration date thereof, were negotiated during the course of WGI's bankruptcy, contained within the Plan, approved at the time of the Plan's confirmation and incorporated into the Confirmation Order, and the holders and potential holders of Class 7 claims knew or should have known that: (i) the expiration date of the Warrants is 5:00 p.m. EST, January 25, 2006; (ii) the Warrants were never intended to be freely tradable securities; and (iii) registration rights were not granted to the holders or potential holders of Class 7 claims.
Therefore, it is, by the United States Bankruptcy Court for the District of Nevada
ORDERED AND ADJUDGED AS FOLLOWS:
A. The Revised Proposal is hereby approved with the following exceptions: (i) the "Break-Up Fee" contained in the Term Sheet is disallowed; and (ii) the reimbursement of WGI, solely in the event of a Trigger Event, for fees and expenses of counsel, advisors and other professionals incurred by the Plan Committee prior to December 8 and paid by WGI is limited to $220,000;
B. WGI and the Plan Committee are authorized to take all necessary and appropriate actions to consummate the Revised Proposal forthwith;
C. All objections, limited oppositions, and the continued objection to the Joint Motion and Revised Proposal were considered by the Court and are hereby overruled and denied; and
D. This court retains jurisdiction to enter all orders necessary, proper and just to effectuate the terms, purposes and intent of this order, and any such other orders as are necessary, proper and just.