U-1

(As filed with the Securities and Exchange Commission on October 12, 2005)

File No. 70-[____]

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM U-1

APPLICATION-DECLARATION

under

THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

____________________________________________________

Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113

Entergy New Orleans, Inc.
1600 Perdido Building
New Orleans, Louisiana 70112

(Names of companies filing this statement and
addresses of principal executive offices)

______________________________________

Entergy Corporation

(Name of top registered holding company parent
of each applicant or declarant)

______________________________________

Leo P. Denault
Executive Vice President
and Chief Financial Officer
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113

(Name and address of agent for service)

_____________________________________

The Commission is also requested to send copies of any
communications in connection with this matter to:

Item 1. Description of Proposed Transactions.

A. Background.

Entergy Corporation ("Entergy") is a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act"). Entergy New Orleans, Inc. ("ENO"), a direct public utility subsidiary of Entergy, serves approximately 190,000 electric and 147,000 gas customers in Orleans Parish, including the City of New Orleans, Louisiana (the "City").

On September 23, 2005, ENO filed a petition for relief under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Eastern District of Louisiana (the "Bankruptcy Court"). The bankruptcy petition was precipitated by the unanticipated and devastating impact of Hurricane Katrina, which destroyed substantial portions of ENO's facilities, disrupted its revenues, and, with the evacuation of the City, eliminated at least in the short term, the quality of ENO's rate base, which is directly linked to the fortunes of the City. ENO is continuing in possession of its properties and has continued to operate its business as a debtor-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No official committee has yet been appointed in this Chapter 11 case.

B. Prior Proceedings.

By order dated September 26, 2005 in File No. 70-10334 (Holding Co. Act Release No. 28036 (the "Prior Order"), the Commission authorized Entergy and ENO to enter into a $200 million credit agreement ("Credit Facility"), pursuant to which ENO was authorized to initially borrow from Entergy from time to time through February 8, 2006 up to $150 million in order to enable ENO to pay its vendors and suppliers, including a payment on September 26, 2005, of approximately $36 million to fuel suppliers, to make payroll, to make capital expenditures, and to satisfy other working capital and operational needs.¹ ENO's initial borrowing under the Credit Facility, made on September 26, 2005, was in the principal amount of $60 million. All borrowings by ENO under the Credit Facility are secured, must be repaid by ENO not later than August 23, 2006, and bear interest at a rate, calculated daily, equal to Entergy's effective cost of funds rate (currently approximately 4.6%), as determin ed under a credit agreement between Entergy and Citibank, N.A., as administrative agent.

Under the Prior Order, the Commission also modified the terms of two outstanding Commission orders² so as to eliminate the requirement that ENO maintain common equity of at least 30% of its total capitalization and the investment grade credit ratings criteria as it relates to securities of ENO that are rated.

On September 23, 2005, ENO filed a Motion for an Order Authorizing Debtor to Obtain Post-Petition Financing with the Bankruptcy Court pursuant to 11 U.S.C.  105(a), 361, 363, 364(c) and 364(d) Fed. R. Bankr. P. 4001(c) (Exhibit D-1 hereto) seeking, among other things:

1. authorization for ENO to obtain post-petition financing, up to the aggregate principal amount of $200 million pursuant to the Credit Facility (including interim borrowings of up to $150 million);
2. authorization for ENO to execute and enter into the Credit Facility and to perform such other and further acts as may be required in connection with the Credit Facility;
3. the granting of first priority senior security interests and liens in favor of Entergy upon all property of ENO prior to and after the date on which ENO filed the Chapter 11 petition (the "Petition Date"), whether existing on the Petition Date or thereafter acquired, that is unencumbered property of ENO;
4. effective upon entry of the Interim Order, the granting of security interests and liens in favor of Entergy upon all pre-petition and post-petition property of ENO, whether now existing or hereafter acquired, junior only to valid, perfected and unavoidable liens in existence immediately prior to the Petition Date or to valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code, including those liens, if any, of:

a) The Bank of New York (successor to Harris Trust Company of New York and Bank of Montreal Trust Company) as Trustee and Stephen J. Giurlando (successor to Mark F. McLaughlin and Z. George Klodnicki) as Co-Trustee pursuant to a Mortgage and Deed of Trust dated as of May 1, 1987 (as supplemented or amended from time to time, the "Pre-Petition Indenture")) in respect of certain real and personal property of ENO (the "Bond Collateral") securing indebtedness of ENO under the Pre-Petition Indenture plus any fees, expenses, and other obligations incurred in connection therewith as provided in the Pre-Petition Indenture (collectively, the "Pre-Petition Bond Obligations"), and

b) Hibernia National Bank ("Hibernia") pursuant to a Loan Agreement effective as of July 6, 2004 between Hibernia and ENO (as supplemented or amended from time to time) and a Security Agreement effective as of July, 2005 (collectively, the "Hibernia Agreements") in respect of certain accounts receivable and other personal property of ENO (the "Pre-Petition A/R Collateral") securing the indebtedness under the Hibernia Agreements including interest, charges or other obligations incurred in connection therewith (collectively, the "Pre-Petition Hibernia Obligations");

5. effective upon entry of a final order (the "Final Order") granting such relief, the granting of liens (the "Priming Liens") in the Bond Collateral as security for the Credit Facility obligations and the granting of adequate protection of the security interests and liens (provided that such security interests and liens are valid, perfected and indefeasible as of the Petition Date) to the Pre-Petition Bond Trustee (for itself and the benefit of the general and refunding bondholders under the Pre-Petition Indenture (the "Bondholders")), whose liens and security interests are being primed by all loans under the Credit Facility effective upon entry of a Final Order retroactively to the entry of the Interim Order;
6. authorization for ENO to use cash collateral, if any, in which Hibernia has an interest, and the granting of adequate protection to Hibernia with respect to, inter alia, such use of its cash collateral and all use and diminution in the value of the liens and security interests (the "Pre-Petition A/R Liens") in the Pre-Petition A/R Collateral;
7. the granting of superpriority claims to Entergy payable from, and having recourse to, all pre-petition and post-petition property of ENO's estate and all proceeds thereof, subject to the Carve-Out (as defined below);
8. effective upon entry of the Final Order granting such relief, the limitation of ENO's and its estate's right to surcharge against collateral pursuant to section 506(c) of the Bankruptcy Code;
9. pursuant to Bankruptcy Rule 4001, that an interim hearing on the Motion be held before the Bankruptcy Court to consider entry of the proposed Interim Order (a) authorizing the Borrower, on an interim basis, to immediately borrow from Entergy under the Credit Facility up to an aggregate principal amount not to exceed $150 million (subject to the discretion of Entergy), (b) authorizing ENO's use of cash collateral, and (c) granting the adequate protection described herein; and
10. that the Bankruptcy Court schedule a final hearing (the "Final Hearing") to be held within 30 days of entry of the Interim Order to consider entry of a Final Order authorizing the balance of the borrowings under the Credit Facility on a final basis.

On September 26, 2005, the Bankruptcy Court entered an Interim Order (Exhibit D-2 hereto) authorizing ENO to borrow on an interim basis up to $100 million (rather than the $150 million requested by ENO in its motion and approved under the Prior Order) under the Credit Facility, until entry of the Final Order in the proceeding, and thereafter such amounts as may be permitted by such Final Order, and to execute, deliver and perform the Credit Facility and carry out various other actions contemplated thereby. The Bankruptcy Court further held that the obligations of ENO under the Credit Facility shall represent allowed claims against ENO with priority over any and all administrative expenses and certain other claims against ENO, subject to certain exceptions. As security for the Credit Facility obligations, the Bankruptcy Court granted the liens requested in the Motion on unencumbered property of ENO, subject to certain exclusions. The Bankruptcy Court further granted Entergy security interests and junior liens in the Bond Collateral and the A/R Collateral.

On October 11, 2005, ENO filed a Motion for a Second Interim Order (Exhibit D-3 hereto), seeking an Order from the Bankruptcy Court to authorize ENO to increase its borrowing limit to up to $200 million under the Credit Facility, which is set for hearing on October 26, 2005.

C. Relief Requested.

It is now requested, pursuant to the relevant provisions of the Act, that the Commission issue a further order permitting ENO to make borrowings from Entergy under the terms of the Credit Facility, from time to time through February 8, 2006, in an aggregate principal amount at any time outstanding not to exceed $200 million, subject to obtaining the requisite authorization from the Bankruptcy Court.³ As previously described in File No. 70-10334, loans under the Credit Facility represent ENO's only practical source of financing at this time. The borrowings under the Credit Agreement are required in order to provide ENO with working capital, to pay its vendors and suppliers, to make payroll, to make capital expenditures in connection with storm restoration work, and to satisfy other working capital and operational needs.

D. Rule 24 Certificates.

The Applicants will file reports pursuant to Rule 24 in this File and in File No. 70-10334 that set forth ENO's monthly borrowings under the Credit Facility. Such reports will be filed within thirty days at end of each month in which borrowings have occurred.

Item 2. Fees, Commissions and Expenses.

The fees, commissions and expenses incurred or to be incurred by the applicants in connection with filing this application-declaration are estimated not to exceed $20,000, including $15,000 estimated for legal fees and $ 5,000.00 estimated for the fees of Entergy Services, Inc.

Item 3. Applicable Statutory Provisions.

A. General.

The proposed transactions are subject to Sections 6(a), 7, 9(a), 10 and 12(b) of the Act and Rule 45 thereunder.

B. Rule 54 Analysis.

The proposed transactions are also subject to Rule 54. Rule 54 provides that, in determining whether to approve the issue or sale of any securities for purposes other than the acquisition of any "exempt wholesale generator" ("EWG") or "foreign utility company" ("FUCO") or other transactions unrelated to EWGs or FUCOs (EWGs and FUCOs, collectively, "Exempt Projects"), the Commission shall not consider the effect of the capitalization or earnings of subsidiaries of a registered holding company that are EWGs or FUCOs if the requirements of Rule 53(a), (b) and (c) are satisfied. Under Rule 53(a), the Commission shall not make certain specified findings under Sections 7 and 12 in connection with a proposal by a holding company to issue securities for the purpose of acquiring the securities of or other interest in an EWG, or to guarantee the securities of an EWG, if each of the conditions in paragraphs (a)(1) through (a)(4) thereof are met, provided that none of the conditions specified in paragraphs (b)( 1) through (b)(3) of Rule 53 exists.

Entergy hereby represents that, pursuant to Rule 54 under the Act, (i) for the reasons discussed below, the condition set forth in Rule 53(a)(1), that Entergy's "aggregate investment" in EWGs and FUCOs not exceed 50% of Entergy's "consolidated retained earnings," is not currently satisfied, (ii) for the reasons discussed below, the condition set forth in Rule 53(b)(1) is not currently satisfied, and (iii) all of the other criteria of Rule 53(a) and (b) are currently satisfied.

With respect to the condition set forth in Rule 53(a)(1), Entergy's "aggregate investment" in Exempt Projects (approximately $2.9 billion) is equal to approximately 57% of Entergy's "consolidated retained earnings" as of June 30, 2005 (approximately $5.0 billion). Entergy's aggregate investment in Exempt Projects currently exceeds the 50% limitation in Rule 53(a)(1) as a result of increased investments in EWGs relating to the acquisition and/or construction of "eligible facilities" (as defined in Section 32 under the Act). Although Entergy's current aggregate investment in EWGs and FUCOs exceeds the limit specified in Rule 53(a)(1), by order dated June 13, 2000 (Holding Co. Act Release No. 27184) (the "June 2000 Order"), the Commission authorized Entergy to make investments in amounts up to 100% of its consolidated retained earnings in Exempt Projects and, therefore, Entergy's aggregate investment in such Exempt Projects is within the parameters authorized in the June 2000 Order.

As previously indicated, on September 23, 2005, ENO filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Louisiana. The book value of ENO's assets exceeded 10% of Entergy's "consolidated retained earnings" as of June 30, 2005. Consequently, the circumstances described in Rule 53 (b)(1) have occurred.

However, even though Entergy is not in compliance with Rule 54 as a result of the circumstances set forth in Rule 53(b)(1) having arisen with respect to ENO, if the Commission therefore were to consider (as required under Rule 53(c)) the effect upon Entergy System of the capitalization and earnings of Exempt Projects in which Entergy has an ownership interest, there would be no basis for the Commission to withhold or deny approval for the relief requested in this application-declaration. For the following reasons, the action requested in the instant filing, considered in conjunction with the effect of the capitalization and earnings of Entergy's Exempt Projects, (i) would not have a material adverse effect on the financial integrity of Entergy System, and (ii) would not have an adverse impact on Entergy's public-utility companies or their customers:

1. As of June 30, 2005, Entergy's aggregate investment in Exempt Projects was equal to 17% of Entergy's total consolidated capitalization, 15% of consolidated net utility plant and 18% of the market value of Entergy's common stock. As of March 31, 2000 (the most recent calendar quarter preceding the June 2000 Order), Entergy's aggregate investment in Exempt Projects was equal to 7% of Entergy's total capitalization, 7% of Entergy's consolidated net utility plant and 24% of the market value of Entergy's outstanding common stock.

2. Entergy's consolidated retained earnings have grown by an average of 12% annually during the period since the Commission issued its June 2000 Order (i.e., from June 30, 2000 through June 30, 2005).

3. Income from Entergy's investments in Exempt Projects has contributed positively to its overall earnings during the period from the date of the June 2000 Order through June 30, 2005.

4. As of March 31, 2000 (the most recent calendar quarter preceding the June 2000 Order), Entergy's consolidated capitalization ratio was approximately 50.0% debt and approximately 50.0% equity, consisting of approximately 5.0% preferred stock and approximately 45.0% common stock. As of June 30, 2005, Entergy's consolidated capitalization ratio was approximately 50.6% debt and approximately 49.4% equity, consisting of approximately 2.3% preferred stock and approximately 47.1% common stock. These ratios are within industry ranges set by the independent debt rating agencies for BBB-rated electric utility companies.

5. As of the date of this application-declaration, each of the considerations set forth in the June 2000 Order, in support of Entergy's assertion that its existing and proposed level of investment in Exempt Projects would not have an adverse impact on any Entergy operating utility subsidiaries (including ENO) or their ratepayers, or on the ability of interested state commissions to protect the utilities and their customers, continues to apply.

Therefore, notwithstanding the failure to meet the condition of Rule 53(b)(1) as a result of the bankruptcy of ENO, Entergy submits that, in accordance with Rule 53(c), the transactions proposed in this application-declaration (i) will not have a substantial adverse impact upon Entergy's financial integrity and (ii) will not have an adverse impact on Entergy's utility subsidiaries, their customers or on the ability of Entergy's state and local regulators to protect such subsidiaries or customers.

Furthermore, Entergy System has complied with, and will continue to comply with, the record keeping requirements of Rule 53(a)(2), the limitation in Rule 53(a)(3) on the use of Entergy System domestic public utility subsidiary companies' personnel in rendering services to affiliated EWGs and FUCOs, and the requirements of Rule 53(a)(4) concerning the submission of certain filings and reports under the Act to retail regulatory commissions. Finally, other than Rule 53(b)(1), none of the conditions set forth in Rule 53(b) (under which the safe harbor provisions of Rule 53 would not be available) currently exists. Specifically, (i) Entergy's average consolidated retained earnings for the four most recent quarterly periods have not decreased by 10% from the average for the previous four quarterly periods, and (ii) Entergy did not report operating losses in its previous fiscal year attributable to its investments in Exempt Projects in excess of 5% of Entergy's consolidated retained earnings.

Except to the extent otherwise authorized in the June 2000 Order, in any supplemental order issued in this proceeding or any other subsequent order issued by the Commission, Entergy will maintain compliance with all of the conditions of Rule 53.

Item 4. Regulatory Approval.

No state regulatory body or agency and no Federal commission or agency other than this Commission has jurisdiction over the advance by Entergy to ENO. As indicated, ENO requires a further order of the Bankruptcy Court authorizing it to increase borrowings under the Credit Facility from $100 million (as authorized under the September 26, 2005 Interim Order) to $200 million at any time outstanding. ENO has filed a Motion for Second Interim Order (Exhibit D-3 hereto) to request such approval, and a hearing thereon has been set for October 26, 2005.

Item 5. Procedure.

The applicants respectfully request that the Commission issue a notice of filing of this application-declaration as soon as practicable and issue an order authorizing and granting the relief requested not later than November 14, 2005. The applicants hereby waive a recommended decision by a hearing officer or any other responsible officer of the Commission, agree that the Staff of the Division of Investment Management may assist in the preparation of the Commission's decision, and request that there be no waiting period between the issuance of the Commission's order and the date it is to become effective.

Item 6. Exhibits and Financial Statements.

a. Exhibits:

A	Not Applicable.
B	Credit Agreement between Entergy Corporation and Entergy New Orleans, Inc. (incorporated by reference to Exhibit B to the Application-Declaration filed in File No. 70-10334).
C	Not applicable.
D-1	Motion to Bankruptcy Court for Order Authorizing Debtor-in-Possession Financing and for Other Relief (incorporated by reference to Exhibit D to the Application-Declaration filed in File No. 70-10334).
D-2	Interim Order, dated September 26, 2005, of the United States Bankruptcy Court for the Eastern District of Louisiana in Case No. No. 05-17697.
D-3	Motion to Bankruptcy Court for Second Interim Order That Increases Maximum Limit on Debtor's Interim Post-Petition Financing
D-4	Second Interim Order of the United States Bankruptcy Court for the Eastern District of Louisiana Approving Increase in Debtor's Post-Petition Financing in Case No. No. 05-17697 (to be filed by amendment).
E	Not applicable.
F	Opinion of counsel (to be filed by amendment).
G	Form of Federal Register Notice.

b. Financial Statements:

Financial statements (and accompanying notes) of Entergy and its subsidiaries and ENO included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and the Quarterly Report on Form 10-Q for the period ended June 30, 2005 (filed in File Nos. 1-11299 and 0-5807, respectively, and incorporated herein by reference).

Item 7. Information as to Environmental Effects.

a. As more fully described in Item 1, the proposed transactions subject to the jurisdiction of the Commission relate only to the financing activities of the parties hereto, and do not involve a major Federal action having a significant impact on the human environment.

b. Not applicable.

SIGNATURES

Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this statement to be signed on their behalves by the undersigned thereunto duly authorized.

ENTERGY CORPORATION
ENTERGY NEW ORLEANS, INC.

By: /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

Dated: October 12, 2005

____________________
 

1.  As explained below, the Bankruptcy Court, also on September 26, 2005, issued an interim order authorizing ENO to borrow up to $100 million (rather than $150 million) under the Credit Facility. Thus, borrowings by ENO under the Credit Facility are currently limited to $100 million.

2.  See Entergy Corporation, Holding Co. Act Release No. 27864 (June 30, 2004) and Entergy Corporation, et al., Holding Co. Act Release No. 27918 (Nov. 30, 2004).

3.  Entergy and ENO are not seeking authorization for the Priming Liens in the Bond Collateral at this time. Any such authorization would be requested as part of an amendment to this Application-Declaration. In addition, Entergy and ENO will file a further amendment to this Application-Declaration if they determine that funds in excess of the $200 million of borrowings under the Credit Facility as requested herein are required.

EX-99

Exhibit D-2

United States Bankruptcy Court
For The EASTERN District of LOUISIANA

		Chapter 11 Case No. 05- 17697 - B
In re ENTERGY NEW ORLEANS, INC., Debtor.	) ) ) ) ) ) )

TEXT APPROVED BY COURT OF

INTERIM ORDER (I) AUTHORIZING DEBTOR TO OBTAIN
POST-PETITION FINANCING PURSUANT TO 11 U.S.C.  105,
361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) AND 364(e),
(II) GRANTING ADEQUATE PROTECTION TO PRE-PETITION
SECURED PARTIES PURSUANT TO 11 U.S.C.  361, 362,
363 AND 364 AND (III) SCHEDULING FINAL HEARING
PURSUANT TO BANKRUPTCY RULES 2002, 4001 AND 9014

Upon the motion (the "Motion"), dated September 23, 2005, of Entergy New Orleans, Inc., the debtor and debtor-in-possession (the "Borrower or the Debtor") in the above-captioned case (the "Chapter 11 Case"), pursuant to sections 105, 361, 362, 363(c)(2), 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e) of title 11 of the United States Code (the "Bankruptcy Code"), and Rules 2002, 4001 and 9014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), seeking, among other things:

1. authorization for the Debtor to obtain post-petition financing (the "Financing"), up to the aggregate principal amount of $200 million (the actual available principal amount at any time being subject to those conditions set forth in the DIP Credit Agreement between the Borrower and Entergy Corporation (the "DIP Lender"), substantially in the form attached as Exhibit A to the Motion (the "DIP Agreement"));
2. authorization for the Debtor to execute and enter into the DIP Agreement and to perform such other and further acts as may be required in connection with the DIP Agreement;
3. the granting of first priority senior security interests and liens in favor of the DIP Lender upon all property of the debtor prior to and after the date on which the Debtor filed the Chapter 11 Case (the "Petition Date"), whether existing on the Petition Date or thereafter acquired, that is Unencumbered Property of the Debtor (as defined below);
4. effective upon entry of this Interim Order the granting of security interests and liens in favor of the DIP Lender upon all pre-petition and post-petition property of the Debtor, whether now existing or hereafter acquired, junior only to valid, perfected and unavoidable liens in existence immediately prior to the Petition Date or to valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code, including those liens, if any, of:

a) The Bank of New York (successor to Harris Trust Company of New York and Bank of Montreal Trust Company) as Trustee and Stephen J. Giurlando (successor to Mark F. McLaughlin and Z. George Klodnicki) as Co-Trustee (in such capacity, collectively, the "Pre-Petition Bond Trustee") pursuant to a Mortgage and Deed of Trust dated as of May 1, 1987 (as supplemented or amended from time to time, the "Pre-Petition Indenture") in respect of certain real and personal property of the Debtor (the "Bond Collateral") securing the indebtedness under the Pre-Petition Indenture plus, in each case, interest thereon and any fees, expenses (including any attorneys', accountants', appraisers' and financial advisors' fees that are chargeable or reimbursable under the Pre-Petition Indenture), charges and other obligations incurred in connection therewith as provided in the Pre-Petition Indenture hereinafter referred to as the "Pre-Petition Bond Obligations" ), and

b) Hibernia National Bank ("Hibernia") pursuant to a Loan Agreement effective as of July 6, 2004 between Hibernia and the Debtor (as supplemented or amended from time to time) and a Security Agreement effective as of July, 2005 (collectively, the "Hibernia Agreements") in respect of certain accounts receivable and other personal property of the Debtor (the "Pre-Petition A/R Collateral") securing the indebtedness under the Hibernia Agreements including interest, charges or other obligations incurred in connection therewith (collectively, the "Pre-Petition Hibernia Obligations");

5. effective upon entry of the Final Order granting such relief the granting of Priming Liens (as defined below) to the DIP Lender in the Bond Collateral and the granting of adequate protection of the security interests and liens (provided that such security interests and liens are valid, perfected and indefeasible as of the Petition Date) to the Pre-Petition Bond Trustee (for itself and the benefit of the general and refunding bondholders under the Pre-Petition Indenture (the "Bondholders")), whose liens and security interests are being primed by the Financing effective upon entry of a Final Order (as defined below) but nunc pro tunc to the entry of this Order;
6. authorization for the Debtor to use cash collateral, if any (as such term is defined in the Bankruptcy Code), in which Hibernia has an interest, and the granting of adequate protection to Hibernia with respect to, inter alia, such use of its cash collateral and all use and diminution in the value of the liens and security interests (the "Pre-Petition A/R Liens") in the Pre-Petition A/R Collateral;
7. the granting of superpriority claims to the DIP Lender payable from, and having recourse to, all pre-petition and post-petition property of the Debtor's estate and all proceeds thereof, subject to the Carve-Out (as defined below);
8. effective upon entry of the Final Order granting such relief, the limitation of the Debtor's and its estate's right to surcharge against collateral pursuant to section 506(c) of the Bankruptcy Code;
9. pursuant to Bankruptcy Rule 4001, that an interim hearing (the "Interim Hearing") on the Motion be held before this Court to consider entry of the proposed interim order annexed to the Motion (the "Interim Order") (a) authorizing the Borrower, on an interim basis, to forthwith borrow from the DIP Lender under the DIP Agreement up to an aggregate principal amount not to exceed $100 million (subject to the discretion of the DIP Lender), (b) authorizing the Debtor's use of cash collateral, and (c) granting the adequate protection described herein; and
10. that this Court schedule a final hearing (the "Final Hearing") to be held within 30 days of entry of this Order to consider entry of a final order authorizing the balance of the borrowings under the DIP Agreement on a final basis, as set forth in the Motion and the DIP Agreement filed with this Court (the "Final Order").

Notice of the Motion, the relief requested therein and the Interim Hearing has been served by the Debtor in accordance with Rules 4001(b) and (c) on the twenty (20) largest unsecured creditors of the Debtor, on the DIP Lender, Hibernia, the Pre-Petition Bond Trustee, and on the United States Trustee for the Eastern District of Louisiana.

The Interim Hearing having been held by this Court on September 26, 2005.

Upon the record made by the Debtor at the Interim Hearing and after due deliberation and consideration and sufficient cause appearing therefor;

IT IS FOUND, DETERMINED, ORDERED AND ADJUDGED, that:

1. Jurisdiction. This Court has core jurisdiction over the Chapter 11 Case, this Motion, and the parties and property affected hereby pursuant to 28 U.S.C.  157(b) and 1334. Venue is proper before this Court pursuant to 28 U.S.C.  1408 and 1409.
2. Notice. The notice given by the Debtor of the Motion and the Interim Hearing complies with Bankruptcy Rules 4001(b) and (c).
3. Findings Regarding the Financing and Use of Cash Collateral.
1. Good cause has been shown for the entry of this Interim Order.
2. The Debtor has an immediate need to authorize the Financing and use of Cash Collateral (as defined below), if any, in order to permit, among other things, the repairing and rebuilding of its business and operations in the wake of Hurricane Katrina, the orderly continuation of the operation of its business, to maintain business relationships with vendors, suppliers and customers, to make payroll and to satisfy other working capital and operational needs. The ability of the Debtor to obtain sufficient capital to repair and rebuild and reestablish its business and operations and to obtain sufficient working capital and liquidity through the use of Cash Collateral (as defined below), incurrence of new indebtedness for borrowed money and other financial accommodations is vital to the preservation and maintenance of the going concern value of the Debtor and to a successful reorganization of the Debtor.
3. The Debtor has been unable to obtain financing from sources other than the DIP Lender on more favorable terms than under the DIP Agreement and is unable to obtain adequate unsecured credit allowable under section 503(b)(1) of the Bankruptcy Code as an administrative expense. The Debtor is also unable to obtain secured credit allowable under sections 364(c)(1), 364(c)(2) and 364(c)(3) of the Bankruptcy Code without the Debtor granting to the DIP Lender, effective upon the entry of the Final Order and subject to the Carve-Out as provided for herein, the DIP Liens and the Superpriority Claims (each as defined below) under the terms and conditions set forth in this Order and in the DIP Agreement. The terms of the Financing and the use of Cash Collateral, if any, appear to be fair and reasonable, reflect the Debtor's exercise of prudent business judgment consistent with its fiduciary duties and constitute reasonably equivalent value and fair consideration.
4. Based on the record presented to the Court by the Debtor, it appears that the Financing has been negotiated in good faith between the Debtor and the DIP Lender, and all of the Debtor's obligations and indebtedness arising under, in respect of or in connection with the Financing and the DIP Agreement, including without limitation, (i) all loans made to the Debtor pursuant to the DIP Agreement, and (ii) any other Obligations (as defined in the DIP Agreement), (all of the foregoing in clauses (i) and (ii) collectively, the "DIP Obligations"), have been extended by the DIP Lender in good faith, as that term is used in section 364(e) of the Bankruptcy Code and in express reliance upon the protections offered by section 364(e) of the Bankruptcy Code, and shall be entitled to the full protection of section 364(e) of the Bankruptcy Code in the event that this Order or any provision hereof is vacated, reversed or modified, on appeal or otherwise.
5. The Debtor has requested entry of this Order pursuant to Bankruptcy Rules 4001(b)(2) and 4001(c)(2). Absent entry of this Order, the Debtor's estate will be immediately and irreparably harmed. Consummation of the Financing and the use of Cash Collateral, if any, in accordance with this Order and the DIP Agreement is therefore in the best interest of the Debtor's estate.
4. Authorization of the Financing and the DIP Agreement.
1. The Debtor is hereby authorized to enter into the DIP Agreement. The Borrower is hereby authorized on an interim basis to borrow money pursuant to the DIP Agreement, up to an aggregate principal or face amount of $100,000,000 (plus interest and other expenses provided for in the DIP Agreement), subject to the discretion of the DIP Lender, until entry of the Final Order with respect to the Motion and thereafter in such amounts as may be permitted by such Final Order, all in accordance with the terms of this Order and the DIP Agreement, which shall be used for all purposes permitted under the DIP Agreement.
2. In furtherance of the foregoing and without further approval of this Court, the Debtor is authorized to do and perform all acts, to make, execute and deliver all instruments and documents (including, without limitation, the execution or recordation of security agreements, mortgages and financing statements), and to pay all amounts that may be reasonably required or necessary for the Debtor's performance of its obligations under the DIP Agreement, including, without limitation:
1. the execution, delivery and performance of the DIP Agreement,
2. the execution, delivery and performance of one or more amendments to the DIP Agreement for, among other things, the purpose of (x) adding or substituting entities as DIP Lenders, or (y) at any time prior to the entry of the Final Order, changing the structure, terms or pricing of the Financing, in each case of (x) and (y), in such form as the Debtor and the DIP Lender may agree; provided that the Debtor shall provide such notice as is practicable of any proposed amendments in advance of the Final Hearing to the United States Trustee for the Eastern District of Louisiana and counsel for any statutory committee of unsecured creditors appointed in the Chapter 11 Case (each, a "Committee"), provided, further, that the failure to provide such notice shall have no impact on the effectiveness of any such amendment, and (B) it is understood that no further approval of this Court shall be required for amendments to the DIP Agreement that do not shorten the maturity of the extensions of credit thereunder, do not increase the maximum aggregate amount of indebtedness that may be incurred thereunder, or do not increase the rate of interest or other amounts payable thereunder, and provided, further, that a copy of the proposed Final Order shall be made available to parties in interest on written request or before ten (10) days prior to the Final Hearing,
3. the non-refundable payment to the DIP Lender of the reasonable costs and expenses as may be due from time to time, including, without limitation, reimbursable fees and reasonable and documented expenses of the professionals retained as provided for in the DIP Agreement, and
4. the performance of all other acts required or advisable under or in connection with the DIP Agreement.
3. Upon execution and delivery of the DIP Agreement and the entry of this Order, the DIP Agreement shall constitute the valid and binding obligations of the Debtor, enforceable against the Debtor in accordance with the terms of the DIP Agreement and this Order. No obligation, payment, transfer or grant of security under the DIP Agreement or this Order shall be voidable, or recoverable under the Bankruptcy Code or under any applicable law (including without limitation, under section 502(d) of the Bankruptcy Code), or subject to any defense, reduction, setoff, recoupment or counterclaim.
5. Superpriority Claims.
1. Pursuant to section 364(c)(1) of the Bankruptcy Code, all of the DIP Obligations shall constitute allowed claims against the Debtor with priority over any and all administrative expenses, diminution claims (including all Adequate Protection Obligations (as defined below)) and all other claims against the Debtor, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all administrative expenses or other claims arising under sections 105, 326, 328, 330, 331, 503(b), 507(a), 507(b), 726, 1113, 1114 or any other provisions of the Bankruptcy Code (the "Superpriority Claims"), whether or not such expenses or claims may become secured by a judgment lien or other non-consensual lien, levy or attachment, which allowed claims shall be payable from and have recourse to all pre- and post-petition property of the Debtor and all proc eeds thereof, subject only to the payment of the Carve-Out to the extent specifically provided for herein.
2. For purposes hereof, the "Carve-Out" means (A) all allowed professional fees and disbursements incurred by the professionals retained pursuant to Bankruptcy Code  327 or 1103(a) by the Debtor and Committee (and any disbursements of any member of such Committee) (i) in an aggregate allowed amount not to exceed $500,000 on account of such professional fees and disbursements incurred following an Event of Default (as defined in the DIP Agreement), and (B) all fees required to be paid to the Clerk of the Bankruptcy Court and to the United States Trustee under section 1930(a) of title 28 of the United States Code. Prior to the occurrence of an Event of Default, the Debtor may pay the aggregate allowed amount of all unpaid professional fees and disbursements incurred, accrued or invoiced from the Petition Date until an Event of Default; provided, that all such professional fees and disbursements to the extent allowed shall be paid pursuant to any applicable interim compensation p rocedures established in an order of the Bankruptcy Court and shall be subject to final allowance by order of the Bankruptcy Court under sections 330 and 331 of the Bankruptcy Code. The DIP Lender shall not be responsible for the direct payment or reimbursement of any professional fees or disbursements incurred in connection with the Chapter 11 Case under any chapter of the Bankruptcy Code, and nothing in this Order or otherwise shall be construed to obligate the DIP Lender in any way to pay professional fees or disbursements, or to ensure that the Debtor has sufficient funds to pay such professional fees or disbursements.
6. DIP Liens. As security for the DIP Obligations, effective and perfected upon the date of this Order, the following security interests and liens are hereby granted to the DIP Lender (all property identified in clauses (a), (b) and (c) below being collectively referred to as the "Collateral"), subject to the payment of the Carve-Out (all such liens and security interests granted to the DIP Lender pursuant to this Order and the DIP Agreement, the "DIP Liens"):
1. First Lien on Unencumbered Property. Pursuant to section 364(c)(2) of the Bankruptcy Code, the DIP Lender is hereby granted a valid, binding, continuing, enforceable, fully-perfected first priority senior security interest in and lien upon all pre- and post-petition property of the Debtor, whether existing on the Petition Date or thereafter acquired, that, on or as of the Petition Date is not subject to valid, perfected and non-avoidable liens or rights of set off (collectively, "Unencumbered Property"), including without limitation, all cash and cash collateral of the Debtor (whether maintained with the DIP Lender or otherwise) and any investment of such cash and cash collateral, inventory, accounts receivable, intercompany notes, tax refund claims, insurance proceeds and tort claims whether arising before or after the Petition Date, contracts, properties, plants, equipment, general intangibles, documents, instruments, interests in leaseholds, real properties, chattel paper , fixtures, deposit and other accounts, patents, copyrights, trademarks, trade names, rights under license agreements and other intellectual property, any rights with any regulatory or other federal or state agencies, including any grants, subsidies, incentives or other relief provided to victims of Hurricane Katrina and the proceeds of all the foregoing. Unencumbered Property shall exclude the Debtor's claims and causes of action under sections 544, 545, 547, 548 and 550 of the Bankruptcy Code or any other avoidance actions under the Bankruptcy Code (collectively, "Avoidance Actions") and any proceeds or property recovered, unencumbered or otherwise the subject of successful Avoidance Actions (other than for Avoidance Actions, if any, against the DIP Lender or any of the Entergy Affiliates which Avoidance Actions shall be included in the definition of Unencumbered Property).
2. Liens Junior to Certain Other Liens. Pursuant to section 364(c)(3) of the Bankruptcy Code, and prior to entry of the Final Order as provided in the preceding paragraph, the DIP Lender is hereby granted valid, binding, continuing, enforceable, fully-perfected security interests in and liens upon all pre-petition and post-petition property of the Debtor (other than the property described in clause (a) of this paragraph 6, as to which the liens and security interests in favor of the DIP Lender will be as described in such clauses), whether now existing or hereafter acquired, that is subject to valid, perfected and unavoidable liens or rights of set off in existence immediately prior to the Petition Date or to valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code, including such liens and security interests of the Pre-Petition Bond Trustee in the Bond Colla teral and such liens and security interests of Hibernia in the Pre-Petition A/R Collateral and any Adequate Protection Liens granted pursuant to this Order, which security interests and liens in favor of the DIP Lender are junior to the extent such liens, security interests, and rights of set off are valid, perfected and unavoidable liens.
3. Liens Senior to Certain Other Liens. The DIP Liens and the Adequate Protection Liens (as defined below) shall not be subject or subordinate to (i) any lien or security interest that is avoided and preserved for the benefit of the Debtor and its estate under section 55l of the Bankruptcy Code or (ii) any liens arising after the Petition Date including, without limitation, any liens or security interests granted in favor of any federal, state, municipal or other governmental unit, commission, board or court for any liability of the Debtor.
7. The Cash Collateral. For purposes of this Order, the term "Cash Collateral" shall mean and include all "cash collateral" as defined in section 363 of the Bankruptcy Code, deposits subject to setoff, and cash arising from the collection, sale, lease or other disposition, use or conversion to cash of any property of the Debtor in which and solely to the extent that Hibernia has any valid, perfected and unavoidable liens, security interests, or set off rights whether such liens, security interests, or set off rights (including, without limitation, any adequate protection liens or security interests) existed on the Petition Date or arise thereafter pursuant to this Order, the Final Order or any other order of the Court, applicable law or otherwise.
8. Use of Cash Collateral. The Debtor is hereby authorized to use all Cash Collateral, if any, of Hibernia, provided, that Hibernia is granted adequate protection as hereinafter set forth. The use of cash collateral as defined in section 363 of the Bankruptcy Code, if any, of the Pre-Petition Bond Trustee (for itself and for the benefit of the Bondholders), shall be subject to the terms of the Final Order or other order of the Bankruptcy Court.
9. Adequate Protection. Pursuant to sections 361 and 363(e) of the Bankruptcy Code, Hibernia is granted a replacement lien in post-petition receivables to secure an amount equal to the amount of Cash Collateral used (the "Adequate Protection Obligations"), which replacement lien will have the same validity and priority and be subject to the same rights, claim and defenses as Hibernia's lien in the Pre-Petition A/R Collateral as existed prior to the Petition Date subject only to the Carve-Out (the "Adequate Protection Liens").
10. Perfection of DIP Liens and Adequate Protection Liens.
1. The DIP Lender and Hibernia are hereby authorized, notwithstanding section 362(a) of the Bankruptcy Code, but are not required, to execute, file or record, as appropriate, financing statements, trademark filings, copyright filings, mortgages, notices of lien or similar instruments in any jurisdiction or take any other action in order to validate and perfect the liens and security interests granted to them hereunder. Whether or not the DIP Lender with respect to the DIP Liens or Hibernia with respect to the Adequate Protection Liens shall, in its or their sole discretion, choose to file such financing statements, trademark filings, copyright filings, mortgages, notices of lien or similar instruments or otherwise confirm perfection of the liens and security interests granted to them hereunder, except as otherwise provided herein, such liens and security interests shall be deemed valid, perfected, allowed, enforceable, non-avoidable and not subject to challenge, dispute or subordination, at the time and on the date of entry of this Order. Upon the request of the DIP Lender or Hibernia, each of the DIP Lender or Hibernia and, without any further consent of any party, is authorized to take, execute and deliver such instruments (in each case without representation or warranty of any kind) to enable the DIP Lender or Hibernia to further validate, perfect, preserve and enforce the DIP Liens (in the case of the DIP Lender) or the Adequate Protection Liens (in the case of Hibernia).
2. A certified copy of this Order may, in the discretion of the DIP Lender or Hibernia, be filed with or recorded in filing or recording offices in addition to or in lieu of such financing statements, mortgages, notices of lien or similar instruments, and all filing offices are hereby authorized to accept such certified copy of this Order for filing and recording.
11. Preservation of Rights Granted Under the Order.
1. No claim or lien having a priority superior to or pari passu with those granted by this Order to the DIP Lender shall be granted or allowed while any portion of the Financing (or any refinancing thereof) or the commitments thereunder or the DIP Obligations remain outstanding, whether under section 364(d) of the Bankruptcy Code or otherwise.
2. Unless all DIP Obligations shall have been paid in full in cash and the DIP Agreement shall have been terminated (collectively, the "DIP Pay-Out"), the Debtor shall not seek, and it shall constitute an Event of Default (in addition to any other Event of Default contained in the DIP Agreement) and a termination of the right to use Cash Collateral if the Debtor seeks, or if there is entered, (i) any modifications or extensions of this Order without the prior written consent of the DIP Lender, and no such consent shall be implied by any other action, inaction or acquiescence by the DIP Lender, or (ii) an order dismissing the Chapter 11 Case. If an order dismissing the Chapter 11 Case under section 1112 of the Bankruptcy Code or otherwise is at any time entered, such order shall provide (in accordance with sections 105 and 349 of the Bankruptcy Code) that the rights, liens, claims and security interests granted to the DIP Lender and, as applicable, Hibernia pursuant to t his Order shall continue in full force and effect and shall maintain their priorities as provided in this Order until the DIP Pay-Out shall have occurred and all Adequate Protection Obligations shall have been paid and satisfied in full in cash (and that such rights, liens, claims and security interests granted herein, shall, notwithstanding such dismissal, remain binding on all parties in interest).
3. If any or all of the provisions of this Order are hereafter reversed, modified, vacated or stayed, such reversal, modification, vacation or stay shall not affect (i) the validity or enforceability of any DIP Obligations or Adequate Protection Obligations incurred prior to the actual receipt of written notice by the DIP Lender, Hibernia, or the Pre-Petition Bond Trustee, as applicable, of the effective date of such reversal, stay, modification or vacation or (ii) the validity, priority, perfection or enforceability of any security interest, lien or priority authorized or created hereby or pursuant to the DIP Agreement with respect to any DIP Obligations, the Adequate Protection Obligations. Notwithstanding any such reversal, stay, modification or vacation, all obligations and other financial accommodations made pursuant to this Order, all DIP Obligations and any use of Cash Collateral, if any, Collateral, Pre-Petition A/R Collateral or Bond Collateral, by the Debtor prior to the actual receipt of written notice by the DIP Lender, Hibernia or the Pre-Petition Bond Trustee, as applicable, of the effective date of such reversal, stay, modification or vacation shall be governed in all respects by the original provisions of this Order, and the DIP Lender, Hibernia and Pre-Petition Bond Trustee (for itself and for the benefit of the Bondholders) shall be entitled to all the rights, remedies, privileges and benefits granted herein, including, without limitation, the DIP Liens, Superpriority Claims, Adequate Protection Obligations and the Adequate Protection Liens.
4. Except as expressly provided in this Order or in the DIP Agreement, the DIP Liens, Adequate Protection Liens, the Superpriority Claims, and all other rights and remedies of the DIP Lenders, Hibernia and the Pre-Petition Bond Trustee (for itself and for the benefit of the Bondholders) granted by the provisions of this Order and the DIP Agreement shall survive, and shall not be modified, impaired or discharged by the entry of an order converting the Chapter 11 Case to a case under chapter 7, dismissing the Chapter 11 Case, or by any other act or omission, nor shall the DIP Liens, the Adequate Protection Liens, the Superpriority Claims, or any of the other rights and remedies of the DIP Lenders, Hibernia or the Pre-Petition Bond Trustee granted by the provisions of this Order and the DIP Agreement be modified, impaired or discharged by the entry of an order confirming a plan of reorganization in the Chapter 11 Case and, pursuant to section 1141(d)(4) of the Bankruptcy Code, the Debtor has waived a ny discharge as to any remaining DIP Obligations and such waiver is hereby approved. The terms and provisions of this Order and the DIP Agreement shall continue in the Chapter 11 Case, or in any superseding chapter 7 case under the Bankruptcy Code, and the DIP Liens, the Superpriority Claims and all other rights and remedies of the DIP Lender granted by the provisions of this Order and the DIP Agreement shall continue in full force and effect until the DIP Obligations are indefeasibly paid in full.
12. Limitation on Use of Financing Proceeds and Collateral. Notwithstanding anything herein, no borrowings, Cash Collateral, Collateral or the Carve-Out may be used to object, contest or raise any defense to, the validity, perfection, priority, extent or enforceability of any amount due under the DIP Agreement, the liens or claims granted under this Order or the DIP Agreement.
13. Order Governs. In the event of any inconsistency between the provisions of this Order and the DIP Agreement, the provisions of this Order shall govern.
14. Deposit of DIP Borrowings. Immediately upon the entry of this Order, Hibernia shall make a series of book entries that will result in the transfer of funds from Hibernia account #xxxxx1521 (the "Hibernia General Fund Account") to Hibernia account #xxxxx8188 (the "Hibernia Payment Processing Account"), so that the Hibernia Payment Processing Account shall have an immediate balance of $15,057,050.00, which Hibernia Payment Processing Account shall remain frozen and subject to all parties' rights pending the submission and determination of a motion establishing cash management procedures or further order of this Court. For avoidance of doubt, all rights of Hibernia, if any, in the funds in the Hibernia General Account and the Hibernia Payment Processing Account as of the Petition Date shall be preserved, such transfer notwithstanding. Following such entries, borrowings under the DIP Facility shall be funded into the Hibernia General Fund Account, which the Debtor shall be author ized to use without restriction, subject to the terms of this Order.
15. No Final Determination of Priming. Nothing contained in this Interim Order shall constitute a priming or para-passu lien on any property otherwise subject to a valid, enforceable pre-petition security interest or a determination of what constitutes unencumbered Property or property of the estate.
16. Binding Effect; Successors and Assigns. The DIP Agreement and the provisions of this Order, including all findings herein, shall be binding upon all parties in interest in the Chapter 11 Case, including, without limitation, the DIP Lender, Hibernia, the Pre-Petition Bond Trustee (for itself and for the benefit of the Bondholders), any Committee appointed in the Chapter 11 Case, and the Debtor and its successors and assigns (including any chapter 7 or chapter 11 trustee hereinafter appointed or elected for the estate of the Debtor) and shall inure to the benefit of the DIP Lender, Hibernia, the Pre-Petition Bond Trustee (for itself and for the benefit of the Bondholders), and the Debtor and its successors and assigns; provided, however, that the DIP Lender shall have no obligation to extend any financing to any chapter 7 trustee or similar responsible person appointed for the estate of the Debtor.
17. Final Hearing. The Final Hearing is scheduled to commence on December 7, 2005 at 2:00 p.m. before this Court.

The Debtor shall promptly mail copies of this Order (which shall constitute adequate notice of Final Hearing, including without limitation, notice that the Debtor will seek approval at the Final Hearing of a waiver of rights under section 506(c) of the Bankruptcy Code and priming of the liens of the Pre-Petition Bond Trustee (for itself and for the benefit of the Bondholders)) (to the parties having been given notice of the Interim Hearing, the landlords on the Debtor's real property leases, any government entity with jurisdiction and authority to levy a tax on the Debtor or its operations and to any other party that has filed a request for notices with this Court and to any Committee after the same has been appointed, or Committee counsel, if the same shall have been appointed. Any party in interest objecting to the relief sought at the Final Hearing shall serve and file written objections; which objections shall be served upon (a) Jones Walker, Four United Plaza, 8555 United Plaza Boulev ard, Baton Rouge, Louisiana 70809, Attn: R. Patrick Vance, Esq., attorneys for the Debtor; (b) Cronin & Vris, LLP, 380 Madison Avenue, New York, New York 10017, Attn: J. Ronald Trost, Esq., Sidley Austin Brown & Wood, 10 South Dearborn, Chicago, Illinois 60603, Attn: Shalom L. Kohn, Esq., and Kantrow Spaht Weaver and Blitzer (APLC), P.O. Box 2997, Baton Rouge, Louisiana 70821-2997, Attn: David S. Rubin, Esq., attorneys for Entergy Corporation; (c) the Office of the United States Trustee for the Eastern District of Louisiana, and shall be filed with the Clerk of the United States Bankruptcy Court, Eastern District of Louisiana, in each case to allow actual receipt by the foregoing no later than November 29, 2005 at 5:00 p.m., prevailing Eastern time.

Dated: September 26, 2005 s/ J. A. Brown
UNITED STATES BANKRUPTCY JUDGE

EX-99

Exhibit D-3

UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF LOUISIANA

IN RE:                                                             * NO. 05-17697

ENTERGY NEW ORLEANS, INC.             *

                                                                         * CHAPTER 11

DEBTOR

                                                                          * SECTION "B"

*         *         *         *         *         *         *      *

MOTION FOR A SECOND INTERIM ORDER THAT INCREASES THE MAXIMIUM LIMIT ON THE DEBTOR'S INTERIM POSTPETITION FINANCING, PURSUANT TO 11 U.S.C.  105(a), 361, 364(c) AND 364(d), PENDING THE PREVIOUSLY SCHEDULED FINAL HEARING ON THE FINANCING MOTION

Entergy New Orleans, Inc., the debtor and debtor-in-possession herein (the "Debtor" or "ENOI"), hereby files this Motion for a Second Interim Order that Increases the Maximum Limit on the Debtor's Interim Postpetition Financing, Pursuant to 11 U.S.C. 105(a), 361, 364(c) and 365(d), Pending the Final Hearing Previously Scheduled on the Financing Motion (this "Motion"). In support of this Motion, the Debtor respectfully states as follows:

BACKGROUND AND JURISDICTION

1. On September 23, 2005 (the "Petition Date"), the Debtor filed a petition for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code").
2. The Debtor continues in possession of its properties and has continued to operate its business as a debtor-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No official committee has yet been appointed in this chapter 11 case.
3. The Court has jurisdiction over this Motion pursuant to 28 U.S.C.  157 and 1334. Venue is proper in this district pursuant to 28 U.S.C.  1408 and 1409. This matter is a core proceeding within the meaning of 28 U.S.C.  157(b)(2). The statutory predicates for the relief requested herein are sections 105, 361, 363, 364(c) and 364(d) of the Bankruptcy Code and Rule 4001(c) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules").
4. The Debtor is a wholly-owned subsidiary of Entergy, a public utility holding company subject to the Public Utility Holding Act of 1935. Entergy owns and operates power plants with approximately 30,000 megawatts of electric generating capacity, and it is the second-largest nuclear power generator in the United States. Entergy delivers electricity to approximately 2.7 million utility customers in Arkansas, Louisiana, Mississippi and Texas.
5. The Debtor has served New Orleans for more than 80 years. The Debtor served approximately 190,000 electric and 147,000 gas customers in Orleans Parish as of December 2004. The Debtor is subject to the regulatory jurisdiction of the New Orleans City Council.
6. Total restoration costs for the repair and/or replacement of the Debtor's electric and gas facilities damaged by Hurricane Katrina and business continuity costs are estimated to range from $325 million to $475 million. This cost estimate does not include other potential incremental losses that cannot be estimated at this time, nor does it include ordinary course expenses such as payroll, maintenance, and the purchase of electric power and gas.

THE FIRST INTERIM ORDER
AND THE RELIEF SOUGHT HEREIN

7. On the Petition Date, the Debtor filed a Motion for an Order (I) Authorizing the Debtor to Obtain Post-Petition Financing Pursuant to 11 U.S.C.  105(a), 361, 364(c), and 364(d), (II) Granting Adequate Protection To Certain Pre-Petition Secured Parties Pursuant To 11 U.S.C.  361 and 363, and (III) Scheduling a Final Hearing Pursuant To Bankruptcy Rule 4001 (Docket Entry #2) (the "Financing Motion"). This Court granted a Motion for Expedited Hearing on the Post-Petition Financing Motion, and an interim hearing was held on the Financing Motion on September 26, 2005 (the "Interim Hearing").
8. At the conclusion of the Interim Hearing, the Bankruptcy Court entered an Interim Order (the "First Interim Order") (Docket Entry #22) that, among other things, (a) authorizes the Debtor to borrow up to $100 million (the "Interim Borrowing Limit") pursuant to (i) the First Interim Order and (ii) the Court-approved credit agreement with Entergy (the "DIP Credit Agreement"), and (b) schedules a final hearing on the Financing Motion to commence on December 7, 2005 (the "Final Hearing").
9. Nothing contained in the First Interim Order constitutes a priming or pari passu lien on any property otherwise subject to a valid, enforceable pre-petition security interest, or a determination of what constitutes unencumbered property or property of the estate.
10. At the Interim Hearing, ENOI agreed that it would not borrow more than the Interim Borrowing Limit pursuant to the First Interim Order. ENOI reserved, however, its rights to seek authority to borrow additional funds under the DIP Credit Agreement, pending a final hearing, if additional funds are needed in ENOI's unprecedented post-Hurricane efforts.
11. Between now and October 26, 2005, the Debtor anticipates that its borrowings under the DIP Credit Agreement will exceed, or nearly exceed, the Interim Borrowing Limit.
12. By this Motion, therefore, the Debtor requests that this Court enter the proposed second interim order (the "Second Interim Order"), authorizing the Debtor to increase the Interim Borrowing Limit from $100 million to $200 million, pursuant to sections 364(c) and 364(d) of the Bankruptcy Code and the DIP Credit Agreement, with all other terms and conditions of the First Interim Order remaining the same.

REQUEST FOR FINAL RELIEF

13. Bankruptcy Rule 4001(c)(2) provides that the Court may commence a final hearing on a motion for authority to obtain credit no earlier than fifteen (15) days after service of the motion. If the motion so requests, the court may conduct a hearing before such fifteen (15) day period expires, but the court may authorize the obtaining of credit only to the extent necessary to avoid immediate and irreparable harm to the estate pending a final hearing. ENOI respectfully submits that, for the reasons set forth herein, entry of the Second Interim Order is necessary to avoid immediate and irreparable harm to the Debtor's estate.
14. As with respect to the First Interim Order, the Debtor does not seek to impose priming liens under the Second Interim Order on the assets encumbered by liens in favor of existing Prepetition Creditors (as defined in the Financing Motion). However, the Debtor is proposing to grant the panoply of available liens and protections in the Second Interim Order that are available under the Bankruptcy Code short of such a priming lien, and to have any priming lien granted under the Final Order apply nunc pro tunc to advances made under the Second Interim Order.
15. The Debtor further requests that the final hearing on the Second Interim Order be held at the Final Hearing scheduled on the First Interim Order.

NOTICE

16. Notice of this Motion has been given to the parties listed on the Special Service List, including the following: (a) all secured creditors; (b) the twenty (20) largest unsecured creditors; (c) thirty (30) random unsecured creditors; (d) the office of 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.

WHEREFORE, the Debtors respectfully request that the Court grant the relief requested herein and grant such other and further relief as may be just and proper.

Respectfully submitted,

/s/Elizabeth J. Futrell
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.
8555 United Plaza Boulevard
Baton Rouge, Louisiana 70809-7000
Telephone: 225-248-2000
Fax: 225-248-2010

Attorneys for Entergy New Orleans, Inc.

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF LOUISIANA

IN RE:                                                             * NO. 05-17697

ENTERGY NEW ORLEANS, INC.              *

                                                                          * CHAPTER 11

DEBTOR

                                                                          * SECTION "B"

*         *         *         *         *         *         *      *

MOTION AND INCOPORATED

MEMORANDUM FOR EXPEDITED HEARING

Entergy New Orleans, Inc., the debtor and debtor-in-possession herein (the "Debtor" or "ENOI"), moves for expedited hearing on its Motion for a Second Interim Order that Increases the Maximum Limit on the Debtor's Interim Postpetition Financing, Pursuant to 11 U.S.C. 105(a), 361, 364(c) and 365(d), Pending the Final Hearing Previously Scheduled on the Financing Motion (the "Motion"). The requested expedited hearing date is the 26^th day of October, 2005, at 2:00 p.m. Without entry of the proposed Second Interim Order, on an expedited basis, ENOI is subject to disruption of its business operations. Further, as a public utility with customers dependent upon it for the provision (and restoration in the wake of Hurricane Katrina) of electrical service, ENOI must obtain the necessary authorizations to borrow additional funds on an expedited basis in order to avoid delay or interruption in its restoration efforts.

WHEREFORE, Entergy New Orleans, Inc., the debtor and debtor-in-possession herein, requests this Honorable Court to enter the attached order granting expedited hearing on Debtor's Motion for a Second Interim Order that Increases the Maximum Limit on the Debtor's Interim Postpetition Financing, Pursuant to 11 U.S.C. 105(a), 361, 364(c) and 365(d), Pending the Final Hearing Previously Scheduled on the Financing Motion.

Respectfully submitted,

/s/ Elizabeth J. Futrell
R. PATRICK VANCE (#13008)
ELIZABETH J. FUTRELL (#5863)
NAN ROBERTS EITEL (#19910)
TARA G. RICHARD (#26356)
Jones, Walker, Waechter, Poitevent,
Carrère & Denègre, L.L.P.
8555 United Plaza Boulevard
Baton Rouge, LA 70809-7000 Telephone: (225) 248-2132
Fax: (225) 248-2010

Attorneys for Entergy New Orleans, Inc.

EX-99

Exhibit G

Proposed Form of Federal Register Notice

SECURITIES AND EXCHANGE COMMISSION

(Release No. 35-_____)

Filings under the Public Utility Holding Company Act of 1935, as amended ("Act")

October __, 2005

Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated thereunder. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendments thereto is/are available for public inspection through the Commission's Office of Public Reference.

Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by November __, 2005 to the Secretary, Securities and Exchange Commission, 100 F^th Street, N.E., Washington, D.C. 20549, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) as specified below. Proof of service (by affidavit or, in case of an attorney at law, by certificate) should be filed with the request. Any request for hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After November __, 2005, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

* * * * * *

ENTERGY CORPORATION, ET AL. (70-[_____])

Entergy Corporation ("Entergy"), a registered holding company under the Act, whose principal business address is at 639 Loyola Avenue, New Orleans, Louisiana 70113, and its wholly-owned public-utility subsidiary, Entergy New Orleans, Inc. ("ENO"), whose principal business address is at 1600 Perdido Building, New Orleans, Louisiana 70112, have filed an application/declaration with the Commission pursuant to Sections 6(a), 7, 9(a), 10 and 12(b) of the Act and Rules 45 and 54 thereunder.

ENO provides public utility service to approximately 190,000 electric and 147,000 gas customers in Orleans Parish, including the City of New Orleans, Louisiana (the "City"). On September 23, 2005, ENO filed a petition for relief under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Eastern District of Louisiana (the "Bankruptcy Court"). It is stated that the bankruptcy petition was precipitated by the unanticipated and devastating impact of Hurricane Katrina, which destroyed substantial portions of ENO's facilities, disrupted its revenue stream, and, with the evacuation of the City, eliminated at least in the short term, the quality of ENO's rate base, which is directly linked to the fortunes of the City. ENO is continuing in possession of its properties and has continued to operate its business as a debtor-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No official commi ttee has yet been appointed in this Chapter 11 case.

By order dated September 26, 2005 in File No. 70-10334 (Holding Co. Act Release No. 28036) (the "Prior Order"), the Commission authorized Entergy and ENO to enter into a $200 million credit agreement (the "Credit Facility"), pursuant to which ENO was authorized to initially borrow from Entergy from time to time through February 8, 2006 up to $150 million in order to enable ENO to pay its vendors and suppliers, including a payment on September 26, 2005, of approximately $36 million to fuel suppliers, to make payroll, to make capital expenditures, and to satisfy other working capital and operational needs. ENO's initial borrowing under the Credit Facility, made on September 26, 2005, was in the principal amount of $60 million. All borrowings by ENO under the Credit Facility are secured, must be repaid by ENO not later than August 23, 2006, and bear interest at a rate, calculated daily, equal to Entergy's effective cost of funds rate (currently approximately 4.6%), as determined und er a credit agreement between Entergy and Citibank, N.A., as administrative agent.

Under the Prior Order, the Commission also modified the terms of two outstanding Commission orders¹ so as to eliminate the requirement that ENO maintain common equity of at least 30% of its total capitalization and the investment grade credit ratings criteria as it relates to securities of ENO that are rated.

On September 23, 2005, ENO filed a motion (the "Motion") for an interim order ("Interim Order") with the Bankruptcy Court pursuant to 11 U.S.C.  105(a), 361, 363, 364(c) and 364(d) Fed. R. Bankr. P. 4001(c) seeking, among other things:

1. authorization for ENO to obtain post-petition financing, up to the aggregate principal amount of $200 million pursuant to the Credit Facility (including interim borrowings of up to $150 million);
2. authorization for ENO to execute and enter into the Credit Facility and to perform such other and further acts as may be required in connection with the Credit Facility;
3. the granting of first priority senior security interests and liens in favor of Entergy upon all property of ENO prior to and after the date on which ENO filed the Chapter 11 petition (the "Petition Date"), whether existing on the Petition Date or thereafter acquired, that is unencumbered property of ENO;
4. effective upon entry of the Interim Order, the granting of security interests and liens in favor of Entergy upon all pre-petition and post-petition property of ENO, whether now existing or hereafter acquired, junior only to valid, perfected and unavoidable liens in existence immediately prior to the Petition Date or to valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code, including those liens, if any, of:

a) The Bank of New York (successor to Harris Trust Company of New York and Bank of Montreal Trust Company) as Trustee and Stephen J. Giurlando (successor to Mark F. McLaughlin and Z. George Klodnicki) as Co-Trustee pursuant to a Mortgage and Deed of Trust dated as of May 1, 1987 (as supplemented or amended from time to time, the "Pre-Petition Indenture")) in respect of certain real and personal property of ENO (the "Bond Collateral") securing indebtedness of ENO under the Pre-Petition Indenture plus any fees, expenses, and other obligations incurred in connection therewith as provided in the Pre-Petition Indenture (collectively, the "Pre-Petition Bond Obligations"), and

b) Hibernia National Bank ("Hibernia") pursuant to a Loan Agreement effective as of July 6, 2004 between Hibernia and ENO (as supplemented or amended from time to time) and a Security Agreement effective as of July, 2005 (collectively, the "Hibernia Agreements") in respect of certain accounts receivable and other personal property of ENO (the "Pre-Petition A/R Collateral") securing the indebtedness under the Hibernia Agreements including interest, charges or other obligations incurred in connection therewith (collectively, the "Pre-Petition Hibernia Obligations");

5. effective upon entry of a final order (the "Final Order") granting such relief, the granting of liens (the "Priming Liens") in the Bond Collateral as security for the Credit Facility obligations and the granting of adequate protection of the security interests and liens (provided that such security interests and liens are valid, perfected and indefeasible as of the Petition Date) to the Pre-Petition Bond Trustee (for itself and the benefit of the general and refunding bondholders under the Pre-Petition Indenture (the "Bondholders")), whose liens and security interests are being primed by all loans under the Credit Facility effective upon entry of a Final Order retroactively to the entry of the Interim Order;
6. authorization for ENO to use cash collateral, if any, in which Hibernia has an interest, and the granting of adequate protection to Hibernia with respect to, inter alia, such use of its cash collateral and all use and diminution in the value of the liens and security interests (the "Pre-Petition A/R Liens") in the Pre-Petition A/R Collateral;
7. the granting of superpriority claims to Entergy payable from, and having recourse to, all pre-petition and post-petition property of ENO's estate and all proceeds thereof, subject to the Carve-Out (as defined below);
8. effective upon entry of the Final Order granting such relief, the limitation of ENO's and its estate's right to surcharge against collateral pursuant to section 506(c) of the Bankruptcy Code;
9. pursuant to Bankruptcy Rule 4001, that an interim hearing on the Motion be held before the Bankruptcy Court to consider entry of the proposed Interim Order (a) authorizing the Borrower, on an interim basis, to immediately borrow from Entergy under the Credit Facility up to an aggregate principal amount not to exceed $150 million (subject to the discretion of Entergy), (b) authorizing ENO's use of cash collateral, and (c) granting the adequate protection described herein; and
10. that the Bankruptcy Court schedule a final hearing (the "Final Hearing") to be held within 30 days of entry of the Interim Order to consider entry of a Final Order authorizing the balance of the borrowings under the Credit Facility on a final basis.

On September 26, 2005, the Bankruptcy Court entered an Interim Order authorizing ENO to borrow on an interim basis up to $100 million (rather than the $150 million requested in the Motion and approved in the Prior Order) under the Credit Facility, until entry of the Final Order in the proceeding, and thereafter such amounts as may be permitted by such Final Order, and to execute, deliver and perform the Credit Facility and carry out various other actions contemplated thereby. The Bankruptcy Court further held that the obligations of ENO under the Credit Facility shall represent allowed claims against ENO with priority over any and all administrative expenses and certain other claims against ENO, subject to certain exceptions. As security for the Credit Facility obligations, the Bankruptcy Court granted the liens requested in the Motion on unencumbered property of ENO, subject to certain exclusions. The Bankruptcy Court further granted Entergy security interests and junior liens in the Bond Collateral a nd the A/R Collateral. Finally, the Bankruptcy Court scheduled a hearing on ENO's request for a Final Order permitting ENO to borrow up to $200 million under the Credit Facility and granting the Priming Liens in favor of Entergy in the Bond Collateral.

On October 11, 2005, ENO filed a Motion for a Second Interim Order seeking an Order from the Bankruptcy Court to authorize ENO to increase its borrowing limit to up to $200 million under the terms of the Credit Facility, which Motion has been scheduled for hearing on October 26, 2005.

Entergy and ENO are now requesting that the Commission issue a further order permitting ENO to make borrowings from Entergy under the terms of the Credit Facility, from time to time through February 8, 2006, in an aggregate principal amount at any time outstanding not to exceed $200 million, subject to receipt of the requisite authorization from the Bankruptcy Court. ²

It is stated that borrowings by ENO under the Credit Facility represent ENO's only practical source of financing at this time. Such borrowings are required in order to provide ENO with working capital, to pay its vendors and suppliers, to make payroll, to make capital expenditures in connection with storm restoration work, and to satisfy other working capital and operational needs.

It is stated that the fees, commissions and expenses incurred or to be incurred by the applicants in connection with filing this application/declaration are estimated not to exceed $[______], including $[_______] estimated for legal fees and $[______] estimated for the fees of Entergy Services, Inc. It is further stated that no state regulatory body or agency and no Federal commission or agency other than this Commission has jurisdiction over the advance by Entergy to ENO. As indicated, ENO requires the further order of the Bankruptcy Court in order to increase borrowings under the Credit Facility from $100 million to $200 million at any time outstanding.

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1.  See Entergy Corporation, Holding Co. Act Release No. 27864 (June 30, 2004) and Entergy Corporation, et al., Holding Co. Act Release No. 27918 (Nov. 30, 2004).

2.  Entergy and ENO state that they are not seeking authorization for the Priming Liens in the Bond Collateral at this time.  Any such authorization would be requested as part of an amendment to this application-declaration.