UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF LOUISIANA IN RE: * NO

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1 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF LOUISIANA IN RE: * NO ENTERGY NEW ORLEANS, INC. * DEBTOR * CHAPTER 11 * SECTION B * * * * * * * * MOTION FOR A SECOND ORDER EXTENDING THE TIME TO ASSUME OR REJECT UNEXPIRED LEASES OF NONRESIDENTAL REAL PROPERTY NOW INTO COURT, through undersigned counsel, comes Entergy New Orleans, Inc., the debtor and debtor-in-possession herein (the Debtor or ENOI ), which files this Motion for an Order Extending the Time to Assume or Reject Unexpired Leases of Nonresidential Real Property (this Motion ). In support of this Motion, ENOI respectfully represents as follows: INTRODUCTION 1. On September 23, 2005 (the Petition Date ), ENOI filed its voluntary petition for relief under title 11, Chapter 11 of the United States Code. The Debtor continues to operate its business and manage its properties as a debtor-in-possession pursuant to 11 U.S.C and No trustee or examiner has been appointed in this Chapter 11 Case. An Official Committee of Unsecured Creditors has been appointed. 2. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157 and

2 1334. Venue of this proceeding and this Motion is proper in this district pursuant to 28 U.S.C and This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2)(A), (M) and (O). 3. The statutory predicate for the relief requested is section 365(d)(4) of title 11 of chapter 11 of the United States Code (the Bankruptcy Code ). 1 RELIEF REQUESTED 4. By this Motion, the Debtor seeks relief pursuant to section 365(d)(4) of the Bankruptcy Code, which authorizes a debtor to seek extensions of the time within which to assume, assume and assign, or reject leases of nonresidential real property. 5. This Court previously entered an order extending the time until February 10, 2006, to assume, assume and assign, or reject ENOI s various leases of nonresidential real property (collectively, the Real Property Leases ). 6. ENOI now seeks an additional extension of time until Plan confirmation to assume, assume and assign, or reject its Real Property Leases. BASIS FOR RELIEF REQUESTED 7. The Debtor cannot risk forfeiting its right to assume any of its Real Property Leases as a result of a "deemed rejection" of such leases under section 365(d)(4) of the Bankruptcy Code. Therefore "cause" exists to extend further the deadline set forth in section 365(d)(4) of the Bankruptcy Code U.S.C. 365(d)(4) was amended pursuant to Pub. L. No (2005), which is effective in cases commenced on or after October 17, Because this case commenced on September 23, 2005, the prior version of section 365 applies.

3 8. The term "cause" as used in section 365(d)(4) is not defined in the Bankruptcy Code. In determining whether cause exists for an extension of the assumption or rejection time period, courts have relied on several factors, including, but not limited to, the following: (a) (b). (c) (d) (e) (f) The significance of the leases to the debtor s business and potential chapter 11 plan; Whether the lessor continues to receive post-petition rental payments; Whether the debtor has had time to intelligently appraise its financial situation and potential value of the leases to the formulation of a plan; How the debtor s continued possession of the premises will affect the lessor; Whether the landlord has suffered damage that is not compensable under the Bankruptcy Code; and Any other factors bearing on whether the debtor has had a reasonable amount of time to decide to assume or reject the leases. See In re Best Products, Inc., 137 B.R. 114, 117 (S.D.N.Y. 1992); In re 611 Sixth Avenue Corp. 191 B.R. 295, 298 (Bankr. S.D.N.Y. 1996); In re Wedtech Corp., 72 B.R. 464, (Bankr. S.D.N.Y. 1987); In re Columbus One Parcel Service, Inc., 138 B.R. 194, 195 (Bankr. S.D. Ohio 1992). 9. Under each of the factors set forth above as applied to this Chapter 11 Case, it is clear that cause exists to grant this Motion. Considering the destruction of Hurricane Katrina, it will take the Debtor additional time to determine whether the Real Property Leases are a necessary part of its restoration efforts and continued operations.

4 10. Moreover, extending the time to assume or reject the Real Property Leases until Plan confirmation permits the Debtor to make a considered determination of the value or burden of the Real Property Leases in the overall context of promulgating a Plan. 11. An extension of the Debtor s time to assume or reject the Real Property Leases is appropriate when such an extension has "for all practical purposes, only an administrative rather than a substantive effect" and merely shifts "the burden of coming forward not the burden of persuasion to the property owners." In re Child World, Inc., 146 B.R. 89, 92 (S.D.N.Y. 1992). The extension proposed by the Debtor clearly satisfies the Child World standard. 12. There are no negative effects of an additional extension on the lessors of the Real Property Leases. Pursuant to section 365 of the Bankruptcy Code, the Debtor is obliged to pay and remain current on the post-petition rent obligations under the Real Property Leases to the extent that it required to do so under applicable state law. 13. Moreover, any lessor may request this Court to fix an earlier date by which the Debtors must assume or reject its lease in accordance with section 365(d)(4) of the Bankruptcy Code. Accordingly, the proposed extension does not adversely affect any substantive rights of or prejudice any of the Debtor s lessors. 14. The Debtor submits that the relief requested in this Motion will avert the forfeiture of valuable assets, promote ENOI s ability to maximize the value of its Chapter 11 estate, avoid incurring needless administrative expenses by minimizing the likelihood of an inadvertent rejection of a valuable lease or premature assumption of a burdensome one, and

5 permit the Debtor to decide whether the Real Property Leases are necessary for its future operations. NOTICE 15. Notice of this Motion has been given to all parties in interest listed on the Special Service List, including (a) all secured creditors; (b) the twenty (20) largest unsecured creditors; (c) thirty (30) random unsecured creditors; (d) the United States Trustee; (e) all entities with regulatory authority over ENOI, and, (f) all parties who have filed a request for notice in this Chapter 11 Case. In addition, Notice of this Motion will be given the lessors of the Real Property Leases that the Debtor has identified to date. The Debtor submits that no further notice is necessary for this Court to enter an Order granting the relief requested by this Motion. WHEREFORE, Entergy New Orleans, Inc. requests entry of an order that extends the time within which it must assume or reject its leases of nonresidential real property. Entergy New Orleans, Inc. further prays for such other general and equitable relief as is just and proper. /s/ Nan Roberts Eitel R. PATRICK VANCE (#13008) ELIZABETH J. FUTRELL (#5863) NAN ROBERTS EITEL (#19910) TARA G. RICHARD (#26356) Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P United Plaza Boulevard Baton Rouge, Louisiana Telephone: Fax: Attorneys for Entergy New Orleans, Inc.