Table of
Contents





UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q


(Mark
One)





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended September 30, 2009or ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from _____ to _____





Commission
File Number:   0-21304





RIDGEWOOD ELECTRIC POWER TRUST II


(Exact
Name of Registrant as Specified in Its Charter)


Delaware
            
            22-3206429(State
      or Other Jurisdiction
              of
      Incorporation or Organization)
            
            (I.R.S.
      Employer Identification No.)





1314
      King Street, Wilmington, Delaware
            
            19801(Address
      of Principal Executive Offices)
            
            (Zip
      Code)





(302)
      888-7444(Registrant’s
      Telephone Number, Including Area Code)(Former
      name, former address and former fiscal year, if changed since last
      report)





Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No  ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes  ̈  No  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
      accelerated filer  ̈
            Accelerated
      filer  ̈
            Non-accelerated
      filer  ̈
            Smaller
      reporting company x(Do
      not check if a smaller reporting
company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes  ̈ No x





As of
October 31, 2009, there were 235.3775 Investor Shares outstanding.




Table of Contents


FORM
      10-QTABLE
      OF CONTENTSPART
      I.
            FINANCIAL
      INFORMATION
            PageItem 1.
            Financial Statements
            1Item 2.
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            8Item 3.
            Quantitative and Qualitative Disclosures About Market Risk
            9Item 4.
            Controls and Procedures
            9PART
      II.
            OTHER
      INFORMATIONItem 1.
            Legal Proceedings
            9Item 1A.
            Risk Factors
            9Item 2.
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            9Item 3.
            Defaults Upon Senior Securities
            9Item 4.
            Submission of Matters to a Vote of Security Holders
            10Item 5.
            Other Information
            10Item 6.
            Exhibits
            10SIGNATURES
            11




Table of Contents


PART
I.   FINANCIAL INFORMATION








ITEM
1.   FINANCIAL STATEMENTS








RIDGEWOOD
      ELECTRIC POWER TRUST IICONDENSED
      CONSOLIDATED STATEMENTS OF NET ASSETS(Liquidation
      Basis)(in
      thousands)September
      30,
              
              
              December
      31,2009
              
              
              2008ASSETS
              
              (unaudited)Current
      assets:Cash
      and cash equivalents
              
              $
              1,677
              
              
              $
              4,149Due
      from affiliates
              
              
              -
              
              
              
              170Other
      current assets
              
              
              18
              
              
              
              61Total
      assets
              
              $
              1,695
              
              
              $
              4,380LIABILITIES
      AND NET ASSETSCurrent
      liabilities:Accounts
      payable and accrued expenses
              
              $
              158
              
              
              $
              422Net
      assets in liquidation
              
              $
              1,537
              
              
              $
              3,958










The
accompanying notes are an integral part of these condensed consolidated
financial statements.


1
 Table of Contents


RIDGEWOOD
      ELECTRIC POWER TRUST IICONDENSED
      CONSOLIDATED STATEMENTS OF CHANGES IN NET
      ASSETS(Liquidation
      Basis)(unaudited,
      in thousands, except per share data)Net
      assets in liquidation, December 31, 2008
              
              $
              3,958Settlement
      of litigation
              
              
              500Estimated
      site reclamation accrual
              
              
              (100
              )Liquidation
      distribution
              
              
              (2,589
              )Adjustments
      to liquidation accruals
              
              
              (25
              )Other
      changes in working capital components, net
              
              
              (207
              )Net
      assets in liquidation, June 30, 2009
              
              
              1,537Change
      in net assets in liquidation from June 30, 2009 to September 30,
      2009
              
              
              -Net
      assets in liquidation, September 30, 2009
              
              $
              1,537Distributions
      per Investor Share during nine months ended September 30,
    2009
              
              $
              11,000Distributions
      per Investor Share during three months ended September 30,
      2009
              
              
              -










The
accompanying notes are an integral part of these condensed consolidated
financial statements.


2
 Table of Contents


RIDGEWOOD
      ELECTRIC POWER TRUST IICONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS(Going
      Concern Basis)(unaudited,
      in thousands, except per share data)Nine
      Months Ended
              
              
              Three
      Months EndedSeptember
      30, 2008
              
              
              September
      30, 2008Cost
      of revenues
              
              $
              193
              
              
              $
              52Gross
      loss
              
              
              (193
              )
              
              
              (52
              )Operating
      expenses:General
      and administrative expenses
              
              
              588
              
              
              
              73Management
      fee to Managing Shareholder
              
              
              58
              
              
              
              20Total
      operating expenses
              
              
              646
              
              
              
              93Loss
      from operations
              
              
              (839
              )
              
              
              (145
              )Other
      income:Interest
      income
              
              
              62
              
              
              
              11Other
      income
              
              
              26
              
              
              
              -Total
      other income
              
              
              88
              
              
              
              11Net
      loss
              
              $
              (751
              )
              
              $
              (134
              )Managing
      Shareholder - Net loss
              
              $
              (8
              )
              
              $
              (1
              )Shareholder
      - Net loss
              
              
              (743
              )
              
              
              (133
              )Net
      loss per Investor Share
              
              
              (3,158
              )
              
              
              (563
              )








The
accompanying notes are an integral part of these condensed consolidated
financial statements.


3
 Table of Contents


RIDGEWOOD
      ELECTRIC POWER TRUST IICONDENSED
      CONSOLIDATED STATEMENT OF CASH FLOWS(Going
      Concern Basis)(unaudited,
      in thousands)Nine
      Months EndedSeptember
      30, 2008Cash
      flows from operating activities:Net
      cash used in operating activities
              
              $
              (947
              )Cash
      and cash equivalents, beginning of period
              
              
              5,250Cash
      and cash equivalents, end of period
              
              $
              4,303







The
accompanying notes are an integral part of these condensed consolidated
financial statements.




4
 Table of Contents




RIDGEWOOD
ELECTRIC POWER TRUST II
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited,
dollar amounts in thousands)




1.            DESCRIPTION
OF BUSINESS





Ridgewood
Electric Power Trust II (the “Trust”) is a Delaware trust formed in November
1992. The Trust began offering shares in January 1993 and concluded its offering
in January 1994. The Trust was organized primarily to make investments in
projects and businesses in the energy and infrastructure sectors. Ridgewood
Renewable Power LLC (the “Managing Shareholder”), a New Jersey limited liability
company, is the Managing Shareholder.





The
Trust’s accompanying condensed consolidated financial statements include the
accounts of the Trust and its wholly-owned subsidiary, Sunnyside Cogeneration
Partners, L.P. (“Monterey”). Monterey operated a 5.5 megawatt cogeneration
project located in California, which suspended its operations in January 2006.
The plant has since been dismantled and the site is undergoing final site
reclamation. The Trust has not had any operating revenues since it suspended
Monterey’s operations, though it continues to incur certain expenses such
as ground lease and maintenance expenses relating to its idle
facility.





On
December 26, 2008, the Trust’s shareholders approved the dissolution and
liquidation of the Trust pursuant to the Plan of Dissolution and Liquidation of
Ridgewood Electric Power Trust II (the “Plan of Dissolution”). Under the Plan of
Dissolution, the business of the Trust has shifted, and has become limited to
the disposal of its remaining assets and resolution of its remaining
liabilities. Upon the completion of these activities, the Managing Shareholder
expects to distribute any remaining cash to the Trust’s shareholders and then
proceed to terminate the Trust and its reporting obligations under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).





On March
6, 2009, the Trust made an initial liquidation distribution of $2,589 to the
holders of investor shares of beneficial interest. The Trust is required
to make adequate provisions to satisfy its known and unknown
liabilities, which could substantially delay or limit the Trust’s ability
to make future distributions to shareholders. The process of accounting for
the Trust’s liabilities, including those that are presently unknown, may
involve difficult valuation decisions, which could adversely impact
the Trust’s ability to make distributions in a timely manner.





The Plan
of Dissolution gives sole authority to the Managing Shareholder to conduct the
Trust’s dissolution, liquidation and termination without additional shareholder
approval. As of November 4, 2009, the Trust has not been liquidated due to
certain environmental issues regarding the winding down activities of Monterey,
as discussed in Note 6.





2.       
     BASIS OF PRESENTATION





The
accompanying condensed consolidated financial statements are unaudited and have
been prepared pursuant to the rules of the United States Securities and Exchange
Commission (the “SEC”) and, in the opinion of management, include all
adjustments that are necessary for a fair presentation of the consolidated
financial statements. Certain information and footnote disclosures normally
included in consolidated financial statements prepared in accordance with
accounting principles generally accepted in the United States of
America (“GAAP”) have been condensed or omitted pursuant to SEC rules.
These condensed consolidated financial statements should be read in conjunction
with the Trust’s Annual Report on Form 10-K for the year ended December 31,
2008, filed with the SEC on March 27, 2009 (the “2008 Form 10-K”). No
significant changes have been made to the Trust’s accounting policies and
estimates disclosed in its 2008 Form 10-K.





The
condensed consolidated financial statements for the nine and three months ended
September 30, 2008, were prepared on the going concern basis of accounting,
which contemplates realization of assets and satisfaction of liabilities in the
normal course of business. As a result of the approval of the Trust’s Plan of
Dissolution, the Trust adopted the liquidation basis of accounting, effective
December 27, 2008. This basis of accounting is considered appropriate when,
among other things, liquidation of the Trust is probable. Under this basis of
accounting, assets are valued at their net realizable values and liabilities are
valued at their estimated settlement amounts. The conversion from going concern
to liquidation basis of accounting required management to make significant
estimates and assumptions. On an ongoing basis, the Trust evaluates the
estimates and assumptions that can have a significant impact on the Trust’s
reported net assets in liquidation. Actual costs and income may differ from
these estimates. If there are delays in liquidating the Trust, actual costs
incurred during the liquidation process may increase, reducing the amounts
available for future distribution.




5
 Table of Contents


RIDGEWOOD
ELECTRIC POWER TRUST II
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited,
dollar amounts in thousands)


The Trust
has evaluated subsequent events and transactions through November 4, 2009, the
date of the issuance of its financial statements, and concluded that there were
no such events and transactions that require adjustment to, or disclosure in the
notes to, the condensed consolidated financial statements.





3.         
   CASH AND CASH EQUIVALENTS





The Trust
considers all highly liquid investments with maturities, when purchased, of
three months or less as cash and cash equivalents. At September 30, 2009,
cash and cash equivalents exceeded federal insured limits by $1,000, all of
which was invested either in US Treasury bills or money market accounts that
invest solely in US government securities.





4.         
   TRANSACTIONS WITH MANAGING SHAREHOLDER





The Trust
operates pursuant to the terms of a management agreement whereby the Trust is
obligated to pay the Managing Shareholder an annual management fee equal to 1.5%
of the Trust’s prior year net asset value. Management fees recorded were $47 and
$58 for the nine months ended September 30, 2009 and 2008, respectively,
and $16 and $20 for the three months ended September 30, 2009 and 2008,
respectively.





In March
2009, the Managing Shareholder contributed $152 to the Trust representing its
negative tax basis capital account at December 31, 2008.





5.       
     LITIGATION SETTLEMENT





In March
2008, Monterey and Pacific Gas and Electric Company (“PG&E”) reached a
settlement agreement with respect to a dispute under a long-term electricity
supply contract whereby PG&E would pay Monterey $500, each party would
release the other from all claims and the electricity contract with PG&E
would terminate. This settlement was contingent upon receipt of final and
non-appealable approval from the California Public Utilities Commission
(“CPUC”). CPUC granted the approval on December 4, 2008, but was subject to CPUC
appeal procedures which expired in January 2009. On January 12, 2009, PG&E
paid $500 to Monterey and since then, both PG&E and Monterey have filed
final dismissals of their lawsuits.





6.         
   COMMITMENTS AND CONTINGENCIES





The Trust
will continue to incur expenses through the liquidation process. The Trust will
continue to evaluate the estimates and assumptions that can have a significant
impact on the net assets of the Trust during liquidation.





Monterey
has a non-cancelable operating ground lease which expires in May 2021. Future
minimum lease payments as of September 30, 2009 are approximately $12 per annum
along with the delivery of by-product steam.  In connection with this
lease, Monterey has not delivered by-product steam since it was shut down in
January 2006. As a result, Monterey may be subject to penalties by the lessor.
No claims have been asserted by the lessor as of November 4, 2009.





In
November 2008, Monterey entered into an agreement to terminate the ground lease
whereby among other things, Monterey agreed to remove the equipment and complete
any required environmental clean-up. Monterey has since removed the equipment,
and in February 2009, as part of its wind down activities, Monterey identified a
potential soil contamination issue that has been reported to the County of
Monterey Board of Health, as required under applicable regulations. Remediation
expenses are estimated at $100 and have been reflected as a reduction in net
assets in the first quarter of 2009. Actual expenses could vary significantly
from this estimate. Monterey is coordinating these activities with the Board of
Health. Upon completion of the clean-up work, Monterey anticipates terminating
the ground lease, without penalty.





On August
16, 2006, the Trust and several affiliated entities, including the Managing
Shareholder, filed lawsuits against the former independent registered public
accounting firm for the Trust and several affiliated entities, Perelson Weiner
LLP (“Perelson Weiner”), in New Jersey Superior Court. The suit alleged
professional malpractice and breach of contract in connection with audit and
accounting services performed for the Trust and other plaintiffs by Perelson
Weiner. On October 20, 2006, Perelson Weiner filed a counterclaim against the
Trust and other plaintiffs, alleging breach of contract due to unpaid invoices
with a combined total of approximately $1,200. Discovery is ongoing and the
trial date was rescheduled to February 1, 2010. The costs and expenses of
this litigation, including adverse judgments, if any, are being paid by the
Managing Shareholder and affiliated management companies and not the underlying
investment funds.




6
 Table of Contents


RIDGEWOOD
ELECTRIC POWER TRUST II
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited,
dollar amounts in thousands)


The Trust
may become subject to legal proceedings involving ordinary and routine claims
related to its business. The ultimate legal and financial liability with
respect to all such matters cannot be estimated with certainty and requires the
use of estimates in recording liabilities for potential litigation settlements.
Estimates for losses from litigation are disclosed if considered reasonably
possible and accrued if considered probable after consultation with outside
counsel. If estimates of potential losses increase or the related facts and
circumstances change in the future, the Trust may be required to record
additional litigation expense. While it is not possible to predict the
outcome of the litigation discussed in this Note with certainty and some
lawsuits, claims or proceedings may be disposed of unfavorably to the Trust,
based on its evaluation of matters which are pending or asserted, the Trust’s
management believes the disposition of such matters will not have a material
adverse effect on the Trust’s business or its financial condition or results of
operations.








7
 Table of Contents


ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS





Forward-Looking
Statements





Certain
statements discussed in this item and elsewhere in this Quarterly Report on Form
10-Q constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
generally relate to the Trust’s plans, objectives and expectations for future
events and include statements about the Trust’s expectations, beliefs, plans,
objectives, intentions, assumptions and other statements that are not historical
facts. These statements are based upon management’s expectations, opinions
and estimates as of the date they are made. Although management believes that
the expectations, opinions and estimates reflected in these forward-looking
statements are reasonable, such forward-looking statements are subject to known
and unknown risks and uncertainties that may be beyond the Trust’s control,
which could cause actual results, performance and achievements to differ
materially from the results, performance and achievements projected, expected,
expressed or implied by the forward-looking statements. Examples of events that
could cause actual results to differ materially from historical results or those
anticipated include:





·
            possible
      contingent liabilities and risks associated with the dissolution and
      liquidation of the Trust, including without limitation the matters
      discussed in Part 1, Item 1, Note 6. “Commitments and Contingencies” of
      this report,·
            costs
      incurred in connection with carrying out the Plan of
      Dissolution,


·
            the
      actual timing of the completion of the liquidation process and any
      liquidating distributions, and·
            the
      outcome of the matters described in Part I, Item 1, Note 6. “Commitments
      and Contingencies” of this report.





Additional
information concerning the factors that could cause actual results to differ
materially from those in the forward-looking statements is contained in this
report and in Item 7. “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and elsewhere in the Trust’s 2008 Form
10-K. Any forward-looking statement that the Trust makes, speaks only as of the
date of this report. The Trust undertakes no obligation to publicly update or
revise any forward-looking statements or cautionary factors, as a result of new
information, future events or otherwise, except as required by law.





Liquidation
Basis of Accounting





The
condensed consolidated financial statements for the nine and three months ended
September 30, 2008, were prepared on the going concern basis of accounting,
which contemplates realization of assets and satisfaction of liabilities in the
normal course of business. As a result of the approval of the Trust’s Plan of
Dissolution, the Trust adopted the liquidation basis of accounting, effective
December 27, 2008. This basis of accounting is considered appropriate when,
among other things, liquidation of the Trust is probable. Under this basis of
accounting, assets are valued at their net realizable values and liabilities are
valued at their estimated settlement amounts. The valuation of assets and
liabilities requires management to make significant estimates and
assumptions.





Upon
conversion to the liquidation basis of accounting, the Trust accrued known
estimated values of assets expected to be received and known estimated costs to
be incurred in liquidation. The Trust will continue to incur operating costs and
receive income from its cash and cash equivalents. On an ongoing basis, the
Trust evaluates the estimates and assumptions that can have a significant impact
on the Trust’s reported net assets in liquidation. Actual costs and income may
differ materially and adversely from these estimates. If there are delays in
liquidating the Trust, actual costs incurred during the liquidation process may
increase, reducing the amounts available for future distribution.





Critical
Accounting Policies and Estimates





The
discussion and analysis of the Trust’s financial condition and results of
operations are based upon the Trust’s condensed consolidated financial
statements, which have been prepared in conformity with GAAP. In preparing these
financial statements, the Trust is required to make certain estimates, judgments
and assumptions that affect the reported amount of the Trust’s assets,
liabilities, revenues and expenses including the disclosure of contingent assets
and liabilities, as well as the reported amounts of changes in net
assets. The estimates also affect the reported estimated value of net
realizable assets and settlement of liabilities. The Trust evaluates these
estimates and assumptions on an ongoing basis. The Trust bases its estimates and
assumptions on historical experience and on various other factors that the Trust
believes to be reasonable at the time the estimates and assumptions are made.
However, future events and their effects cannot be predicted with absolute
certainty. Therefore, the determination of estimates requires the exercise of
judgment. Actual results may differ from these estimates and assumptions under
different circumstances or conditions, and such differences may be material to
the condensed consolidated financial statements. No material changes have been
made to the Trust’s critical accounting policies and estimates disclosed in its
2008 Form 10-K.





8
 Table of Contents




Results
of Operations and Changes in Financial Condition





As the
Trust adopted the liquidation basis of accounting effective December 27, 2008,
any costs incurred and income received in 2009 will be included in the condensed
consolidated statements of changes in net assets. There was no activity during
the second and third quarter of 2009 that resulted in a change in total net
assets in liquidation as compared to the first quarter of
2009.  Condensed consolidated statement of operations and statement of
cash flows are presented on a going concern basis of accounting and therefore
only include results for the 2008 period and as a result, no comparative
discussion is presented.





Future
Liquidity and Capital Resource Requirements





The Trust
believes that it has sufficient remaining cash and cash equivalents to provide
working capital while the Trust is in liquidation. The Trust intends to
distribute excess cash, if any, to its shareholders after liquidating its assets
and satisfying its liabilities.





Off-Balance
Sheet Arrangements and Contractual Obligations and Commitments





The Trust
has no off-balance sheet arrangements and there have been no material changes in
the contractual obligations and commitments disclosed in the
Trust's 2008 Form 10-K.





ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK





Not
required.





ITEM
4.  CONTROLS AND PROCEDURES





In
accordance with Rule 13a-15(b) of the Exchange Act, the Trust’s management, with
the participation of the Trust’s Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Trust’s disclosure controls and
procedures, as defined in Exchange Act Rule 13a-15(e). Based on this evaluation,
the Trust’s Chief Executive Officer and Chief Financial Officer concluded that
the Trust’s disclosure controls and procedures were effective as of the end of
the period covered by this report to ensure that information required to be
disclosed by the Trust in reports filed pursuant to the Exchange Act are
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms and that information required to be disclosed by the
Trust is accumulated and communicated to senior management so as to allow timely
decisions regarding required disclosure.





Changes
in Internal Control over Financial Reporting





The
Trust’s Chief Executive Officer and Chief Financial Officer have concluded that
there was no change in the Trust's internal control over financial reporting (as
such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred
during the quarter ended September 30, 2009 that has materially affected, or is
reasonably likely to materially affect, the Trust’s internal control over
financial reporting.





PART
II.  OTHER INFORMATION





ITEM
1.  LEGAL PROCEEDINGS





There
have been no material changes to the legal proceedings disclosed in the Trust’s
Current Report on Form 10-Q for the quarter ended March 31, 2009, filed with the
SEC on May 6, 2009.





ITEM
1A.  RISK FACTORS





Not
required.





ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





None.





ITEM
3.  DEFAULTS UPON SENIOR SECURITIES





None.





9
 Table of Contents




ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS





None.





ITEM
5.  OTHER INFORMATION





None.





ITEM
6.  EXHIBITS





Exhibit No.
            
            Description31.1
            *
            Certification
      of Randall D. Holmes, Chief Executive Officer of the Registrant, pursuant
      to Securities Exchange Act Rule 13a-14(a)31.2
            *
            Certification
      of Jeffrey H. Strasberg, Chief Financial Officer of the Registrant,
      pursuant to Securities Exchange Act Rule 13a-14(a)32
            *
            Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      The Sarbanes-Oxley Act of 2002, signed by Randall D. Holmes, Chief
      Executive Officer of the Registrant, and Jeffrey H. Strasberg, Chief
      Financial Officer of the Registrant





*           Filed
herewith.








10
 Table of Contents


SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.








RIDGEWOOD
      ELECTRIC POWER TRUST IIDate: 
      November 4, 2009
            By:
            /s/ 
      Randall D. HolmesRandall
      D. HolmesPresident
      and Chief Executive Officer(Principal
      Executive Officer)








Date: 
      November 4, 2009
            By:
            /s/ 
      Jeffrey H. StrasbergJeffrey
      H. StrasbergExecutive
      Vice President and Chief Financial Officer(Principal
      Financial and Accounting Officer)