At December 31, 2007 the Company had the following outstanding derivative positions:

__________
(1)  Based on Houston Ship Channel and WAHA spot prices.
(2)  Based on West Texas intermediate index prices.

The fair value of the outstanding oil and natural gas derivatives at December 31, 2007 and 2006 was an asset of $0.8 million and $6.0 million, respectively.

Interest Rate Derivatives.  During the third quarter of 2005, the Company entered into interest rate swap agreements with respect to amounts outstanding under the Second Lien Credit Facility. These arrangements were designed to manage the Company’s exposure to interest rate fluctuations during the period beginning January 1, 2006 through June 30, 2007 by effectively exchanging existing obligations to pay interest based on floating rates for obligations to pay interest based on fixed LIBO rates. In connection with an amendment to the Second Lien Credit Facility, the remaining open derivative positions on interest rate swapswere cash settled, resulting in a realized gain of $0.6 million on December 21, 2006.

During 2007, the Company entered into new derivative positions in the form of interest rate swaps on the entire outstanding principal of its Second Lien Credit Facility, covering the year ended December 31, 2008. The Company’s outstanding position under the interest rate swap agreements at December 31, 2007 was as follows (dollars in thousands):

The fair value of the outstanding interest derivatives at December 31, 2007 was a liability of $2.8 million.

11.      SUBSEQUENT EVENT

In February 2008, the Company completed an underwritten public offering of 2,587,500 shares of its common stock under an effective shelf registration statement at a price of $54.50 per share. The number of shares sold was approximately 9.2% of the

 

 
     
 
F-24