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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM S-3
 REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
 
 TRICO MARINE SERVICES, INC.
  
 Delaware
    
    72-1252405(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)
 3200 Southwest Freeway, Suite 2950
Houston, Texas 77027
(713) 780-9926
 Rishi Varma
Chief Administration Officer, Vice President & General Counsel
3200 Southwest Freeway, Suite 2950
Houston, Texas 77027
(713) 780-9926
 
 Copy to:  Kevin P. Lewis
Vinson & Elkins L.L.P.
First City Tower
1001 Fannin Street, Suite 2500
Houston, Texas 77002-6760
(713) 758-2222
 
  o
 þ
 o
 o
 o
 o
 CALCULATION OF REGISTRATION FEE
 Proposed maximum
    
    
    Proposed maximumTitle of each class of
    
    
    Amount to be
    
    
    offering price
    
    
    aggregate offering
    
    
    Amount ofsecurities to be registered
    
    
    registered
    
    
    per share
    
    
    price (1)(2)
    
    
    registration fee3.00% Senior Convertible Debentures due 2027
    
    

$150,000,000
(1)
    
    

100% (3)
    
    
$150,000,000 (3)
    
    
$4,605Common Stock, par value $0.01 per share (4)
    
    
2,963,565
(4)
    
    


N/A

    
    

N/A

    
    
N/ATotal
    
    
$150,000,000
    
    
    
    
    
    
    
$150,000,000
    
    
$4,605
 
 (1)
    
    Represents the aggregate principal amount of 3.00% Senior Convertible Debentures due 2027
that we sold in private placements on February 7, 2007 and February 15, 2007.(2)
    
    Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 under
the Securities Act of 1933, as amended.(3)
    
    Exclusive of accrued interest, if any.(4)
    
    The registrant will receive no consideration upon conversion of the Debentures. Therefore,
pursuant to Rule 457(i), no filing fee is required with respect to the common stock registered
hereby. Represents the maximum number of shares of common stock that may be issued upon
conversion of the Debentures registered hereby. The registrant hereby amends this registration statement on such date or dates as may be
necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Securities and Exchange Commission, acting pursuant to
said Section 8(a), may determine.




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Subject
to Completion, dated May 3, 2007
 Prospectus
 $150,000,000
 Trico Marine Services, Inc.
 3.00% Senior Convertible Debentures due 2027
and up to 2,963,565 Shares of Common Stock
Issuable Upon Conversion of the Debentures




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Investing in the Debentures involves risks. See Risk Factors beginning on page 7.




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##### 



In making your investment decision, you should rely only on the information contained or
incorporated by reference in this prospectus. We have not authorized anyone to provide you with any
other information. If anyone provides you with different or inconsistent information, you should
not rely on it.
 You should not assume that the information contained in this prospectus is accurate as of any
date other than the date on the front cover of this prospectus. You should not assume that the
information contained in the documents incorporated by reference in this prospectus is accurate as
of any date other than the respective dates of those documents. Our business, financial condition,
results of operations and prospects may have changed since those dates.
 Table of Contents
 PageSummary
    
    
    1Risk Factors
    
    
    7Forward-Looking Statements
    
    
    19Use of Proceeds
    
    
    20Price Range of Common Stock and Dividend Policy
    
    
    20Ratio of Earnings to Fixed Charges
    
    
    21Selling Security Holders
    
    
    22Description of the Debentures
    
    
    24Registration Rights
    
    
    48Description of Capital Stock
    
    
    49Certain United States Federal Income Tax Considerations
    
    
    52ERISA Considerations
    
    
    59Plan of Distribution
    
    
    61Legal Matters
    
    
    62Experts
    
    
    62Where You Can Find More Information
    
    
    62Incorporation of Certain Documents by Reference
    
    
    62Opinion of Vinson & Elkins L.L.P.Opinion of Vinson & Elkins L.L.P.- Tax MattersConsent of PricewaterhouseCoopers LLPStatement of Eligibility on Form T-1
  ABOUT THIS PROSPECTUS




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SUMMARY
 This summary highlights the information contained elsewhere or incorporated by reference in
this prospectus. Because this is only a summary, it does not contain the information that may be
important to you. You should read the following summary together with the more detailed information
and our consolidated financial statements, including the accompanying Debentures, included
elsewhere or incorporated by reference in this prospectus. You should also read this entire
prospectus and the documents incorporated by reference in this prospectus before making an
investment decision. You should carefully consider the information set forth under Risk Factors.
In addition, certain statements include forward-looking information which involves risks and
uncertainties. See Forward-Looking Statements.
 Except as otherwise set forth in this prospectus, the terms the Company, we, our, and
us refer to Trico Marine Services, Inc. and its consolidated subsidiaries.
 Our Company
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The Offering
 On February 7, 2007, we sold $125,000,000 of our 3.00% senior convertible debentures due 2027
(the Debentures) to the initial purchasers. On February 15, 2007, we sold an additional
$25,000,000 of debentures to the initial purchasers following the exercise of the initial
purchasers option to purchase additional debentures. We entered into a registration rights
agreement with the initial purchasers in the private offering in which we agreed, for the benefit
of the holders of the debentures, to file a shelf registration statement with the SEC by May 8,
2007 with respect to resales of the debentures and shares of our common stock, par value $0.01 per
share (the common stock and together with the debentures the registrable securities) issued
upon the conversion thereof. We have complied with those deadlines. We also agreed to use our
reasonable best efforts to cause the shelf registration statement to be declared effective under
the Securities Act by August 6, 2007. We also agreed to keep the shelf registration statement
effective until the registrable securities are eligible to be sold under Rule 144(k) under the
Securities Act or such earlier date as the registrable securities have been sold pursuant to the
shelf registration statement. The summary below describes the principal terms of the debentures.
Certain of the terms and conditions described below are subject to important limitations and
exceptions. The Description of Debentures section of this prospectus contains a more detailed
description of the terms of the debentures.
 Issuer
    
    Trico Marine Services, Inc.Selling Security Holders
    
    The securities to be offered and sold using
this prospectus will be offered and sold by
the selling security holders named in this
prospectus or in any supplement to this
prospectus. See Selling Security Holders.Debentures Offered
    
    $150,000,000 principal amount of our 3.00%
Senior Convertible Debentures due 2027.Common Stock Offered
    
    Shares of our common stock, par value $0.01
per share, issuable upon conversion of the
Debentures.Maturity
    
    January 15, 2027, unless earlier converted,
redeemed or repurchased.Interest Rate
    
    3.00% per year. Interest on the Debentures
began accruing on February 7, 2007. Interest
is payable semi-annually in arrears on
January 15 and July 15 of each year,
commencing on July 15, 2007.Ranking
    
    The Debentures are our senior unsecured
obligations and rank equal in right of
payment with all of our existing and future
senior unsecured indebtedness. The Debentures
are effectively subordinated to our existing
and future secured indebtedness to the extent
of the value of the related collateral. The
Debentures are not guaranteed by any of our
subsidiaries and therefore are structurally
subordinated to the existing and future
indebtedness and other liabilities of our
subsidiaries.As of December 31, 2006, our subsidiaries had
outstanding approximately $16.2 million of
secured indebtedness, of which we have
guaranteed $10.1 million.Conversion Rights
    
    You may convert your Debentures into cash
and, if applicable, shares of our common
stock at any time on or prior to the close of
business on the business day immediately
preceding the maturity date only under the
following circumstances:
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
    
    prior to January 15, 2025, on any date
during any fiscal quarter (and only during
such fiscal quarter) beginning after March
31, 2007 if the closing sale price of our
common stock was more than 125% of the then
current conversion price for at least 20
trading days in the period of the 30
consecutive trading days ending on the last
trading day of the previous fiscal quarter;
    
    at any time on or after January 15, 2025;
    
    with respect to any Debentures called for
redemption, until the close of business on
the business day prior to the redemption
date;
    
    if we distribute to all or substantially
all holders of our common stock rights or
warrants entitling them to purchase, for a
period of 45 calendar days or less, shares of
our common stock at a price less than the
average closing sale price for the ten
trading days preceding the declaration date
for such distribution;
    
    if we distribute to all or substantially
all holders of our common stock, cash or
other assets, debt securities or rights to
purchase our securities, which distribution
has a per share value exceeding 10% of the
closing sale price of our common stock on the
trading day preceding the declaration date
for such distribution;
    
    during a specified period if a fundamental
change or certain types of merger
transactions occur; or
    
    during the five consecutive business-day
period following any ten consecutive trading
day period in which the trading price for
$1,000 principal amount of the Debentures on
each trading day within the ten trading-day
measuring period was less than 98% of the
closing sale price of our common stock
multiplied by the then current conversion
rate on each such trading day.The Debentures are convertible into cash and,
if applicable, shares of our common stock at
an initial conversion rate of 23.0216 shares
of common stock per $1,000 principal amount
of the Debentures (equivalent to an initial
conversion price of approximately $43.44 per
share). See Description of the Debentures 
Conversion Rights. The conversion rate, and
thus the conversion price, may be adjusted
under certain circumstances as described
under Description of the Debentures 
Conversion Procedures  Conversion Rate
Adjustments.Upon conversion, we will deliver cash and
shares of our common stock, if any, based on
a daily conversion value (as described
herein), provided that in no event will we
issue more than 19.7571 shares of our common
stock per $1,000 principal amount of
Debentures, subject to specified
anti-dilution adjustments. The limit on the
maximum number of shares issuable per $1,000
principal amount of Debentures has been
established in order to comply with a rule of
The Nasdaq Global Market limiting the
issuance of common stock by companies listed
thereon without stockholder approval and will
limit your participation in any appreciation
of the price of our common stock above
approximately $306.32 per share.
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Upon any conversion, subject to certain
exceptions, you will not receive any cash
payment representing accrued and unpaid
interest. See Description of the Debentures
 Conversion Rights.Upon conversion, any shares received are
subject to restrictions on foreign ownership
of Common Stock. See Risk Factors  Risks
Relating to the Ownership of our Common Stock
 Our charter documents include provisions
limiting the rights of foreign owners of our
capital stock.Adjustment to conversion
rate upon a non-stock
change of control
    
    Prior to January 15, 2012, if and only to the
extent holders elect to convert the
Debentures in connection with a transaction
described under the first clause or fourth
clause of the definition of fundamental
change as described in Description of the
Debentures  Repurchase at the Option of the
Holder  Fundamental Change Put pursuant to
which 10% or more of the consideration for
our common stock (other than cash payments
for fractional shares and cash payments made
in respect of dissenters appraisal rights)
consists of cash or securities (or other
property) that are not common equity
interests traded or scheduled to be traded
immediately following such transaction on a
U.S. national securities exchange, which we
refer to as a non-stock change of control,
we will increase the conversion rate by a
number of additional shares. The number of
additional shares will be determined by
reference to the table in Description of the
Debentures  Conversion Procedures 
Adjustment to Conversion Rate Upon a
Non-Stock Change of Control, based on the
effective date and the price paid per share
of our common stock in such non-stock change
of control, subject to the limitation on the
number of shares issuable upon conversion
discussed above in The Offering  Conversion
Rights.If holders of our common stock receive only
cash in the type of transaction described
above, the price paid per share will be the
cash amount paid per share. Otherwise, the
price paid per share will be the average of
the last reported sales prices of our common
stock on the five trading days prior to but
not including the effective date of such
non-stock change of control.Conversion after a public
acquirer change of control
    
    In the case of a non-stock change of control
constituting a public acquirer change of
control described in Description of the
Debentures  Conversion Procedures 
Conversion After a Public Acquirer Change of
Control, we may, in lieu of adjusting the
conversion rate as described in Description
of the Debentures  Conversion Procedures 
Adjustment to Conversion Rate Upon a
Non-Stock Change of Control, elect to adjust
the conversion obligation and the conversion
rate such that from and after the effective
date of such public acquirer change of
control, holders of the Debentures will be
entitled to convert their Debentures (subject
to the satisfaction of certain conditions)
into a number of shares of public acquirer
common stock by adjusting the conversion rate
in effect immediately before the public
acquirer change of control by multiplying it
by a fraction:
    
    the numerator of which will be:
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

    in the case of a public acquirer change of
control pursuant to which our common stock is
converted solely into cash, the value of such
cash payable per share of common stock, or
    in the case of any other public acquirer
change of control, the average of the last
reported sale prices of our common stock for
the five consecutive trading days prior to
but excluding the effective date of such
public acquirer change of control, and
    
    the denominator of which will be the
average of the last reported sale prices of
the public acquirer common stock for the five
consecutive trading days commencing on the
trading day next succeeding the effective
date of such public acquirer change of
control.Optional Redemption by the Company
    
    At any time on or after January 15, 2012, we
may redeem all or a part of the Debentures
for cash at the redemption prices described
in Description of the Debentures  Optional
Redemption, plus accrued and unpaid interest
(including additional interest, if any) up
to, but not including, the redemption date.
See Description of the Debentures  Optional
Redemption.Optional Repurchase Right
of Holders
    
    You may require us to repurchase all or a
portion of your Debentures on January 15,
2014, January 15, 2017 and January 15, 2022
at a cash repurchase price equal to 100% of
the principal amount of the Debentures, plus
accrued and unpaid interest (including
additional interest, if any) up to, but not
including, the repurchase date. See
Description of the Debentures  Repurchase
at the Option of the Holder.Fundamental Change
Repurchase Right of Holders
    
    If we undergo a fundamental change (the
definition of which is described in
Description of the Debentures  Repurchase
at the Option of the Holder  Fundamental
Change Put) prior to maturity, you will have
the right, at your option, to require us to
repurchase for cash some or all of your
Debentures at a repurchase price equal to
100% of the principal amount of the
Debentures being repurchased, plus accrued
and unpaid interest (including additional
interest, if any) to, but not including, the
repurchase date. See Description of the
Debentures  Repurchase at the Option of the
Holder  Fundamental Change Put.Events of Default
    
    If an event of default on the Debentures
occurs, the principal amount of the
Debentures, plus accrued and unpaid interest
(including additional interest, if any) may
be declared immediately due and payable,
subject to certain conditions set forth in
the indenture. These amounts automatically
become due and payable in the case of certain
types of bankruptcy or insolvency events of
default involving us or certain of our
subsidiaries. See Description of the
Debentures  Events of Default; Notice and
Waiver.Use of Proceeds
    
    The selling security holders will receive all
of the proceeds from the sale under this
prospectus of the Debentures and the shares
of common stock issuable upon conversion of
the Debentures. We will not receive any
proceeds from these sales. For additional
information, see Use of Proceeds.
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Trading
    
    The Debentures will not be listed on any
national securities exchange or included in
any automated quotation system. However, the
Debentures that were issued in the private
placements are eligible for trading in the
PORTAL Market. The Debentures sold using this
prospectus, however, will no longer be
eligible for trading in the PORTAL Market.Nasdaq Symbol for Our Common Stock
    
    Our common stock is listed on The Nasdaq
Global Market under the symbol TRMA.Risk Factors
    
    See Risk Factors for a discussion of
factors you should consider carefully before
deciding to invest in the Debentures.
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RISK FACTORS
 You should carefully consider the risks described below and in the documents incorporated by
reference before making an investment. The risks described below are not the only ones we face.
Additional risks not presently known to us or that we currently deem immaterial may also impair our
business operations.
 Our business, financial condition or results of operations could be materially adversely
affected by any of these risks. The trading price of the Debentures and our common stock could
decline due to any of these risks, and you may lose all or part of your investment.
 This prospectus and the incorporated documents also contain forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from those anticipated
in these forward- looking statements as a result of certain factors, including the risks faced by
us described below and elsewhere in this prospectus.
 Risks Relating to our Business
 Our fleet includes many older vessels that may require increased levels of maintenance and capital
expenditures to maintain them in good operating condition and the fleet may be subject to a higher
likelihood of mechanical failure, inability to economically return to service or requirement to be
scrapped.
  The cost and availability of dry-dock services may impede our ability to return vessels to the
market in a timely manner.
  Our inability to upgrade our fleet successfully could adversely affect our financial condition and
results of operations.
  Increases in size, quality and quantity of the offshore vessel fleet in areas where we operate
could increase competition for charters and lower day rates and/or utilization, which would
adversely affect our revenues and profitability.
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Operating internationally subjects us to significant risks inherent in operating in foreign
countries.
  
    
    Government instability, which can cause investment in capital projects by our
potential customers to be withdrawn or delayed, reducing or eliminating the viability
of some markets for our services;
    
    Potential vessel seizure or confiscation, or the expropriation, nationalization or
detention of assets;
    
    Repatriating foreign currency received in excess of local currency requirements and
converting it into dollars or other fungible currency;
    
    Exchange rate fluctuations, which can reduce the purchasing power of local
currencies and cause our costs to exceed our budget, reducing our operating margin in
the affected country;
    
    Lack of ability to collect amounts owed;
    
    Civil uprisings, riots and war, which can make it unsafe to continue operations,
adversely affect both budgets and schedules and expose us to losses;
    
    Availability of suitable personnel and equipment, which can be affected by
government policy, or changes in policy, which limit the importation of qualified
crewmembers or specialized equipment in areas where local resources are insufficient;
    
    Decrees, laws, regulations, interpretations and court decisions under legal systems,
which are not always fully developed and which may be retroactively applied and cause
us to incur unanticipated and/or unrecoverable costs as well as delays which may result
in real or opportunity costs; and
    
    Terrorist attacks, including kidnappings of our crewmembers or onshore personnel.
  Our business plan involves establishing joint ventures with partners in targeted foreign markets.
As a U.S. corporation we are subject to the Foreign Corrupt Practices Act and a determination that
we violated this act including through actions taken by our foreign joint venture partners, may
affect our business and operations adversely.
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Our marine operations are seasonal and depend, in part, on weather conditions. As a result, our
results of operations will vary throughout the year.
  Our operations are subject to operating hazards and unforeseen interruptions for which we may not
be adequately insured.
  Our operations are subject to federal, state, local and other laws and regulations that could
require us to make substantial expenditures.
   Our U.S. employees are covered by federal laws that may subject us to job-related claims in
addition to those provided by state laws.
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The loss of a key customer could have an adverse impact on our financial results.
  We are exposed to the credit risks of our key customers, and nonpayment by our customers could
adversely affect our financial condition or results of operations.
  The loss of key personnel may reduce operational efficiency and negatively impact our results of
operations.
  The loss of crewmembers may reduce operational efficiency and increase our labor rates.
  Unionization efforts could increase our costs, limit our flexibility or increase the risk of a work
stoppage.
  The removal or reduction of the reimbursement of labor costs by the Norwegian government may
adversely affect our costs to operate our vessels in the North Sea.
  Certain management decisions needed to successfully operate EMSL, our 49% partnership, are subject
to the majority owners approval. The inability of our management representatives to reach a
consensus with the majority owner may negatively affect our results of operations.
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Changes in the level of exploration and production expenditures and in oil and gas prices and
industry perceptions about future oil and gas prices could materially decrease our cash flows and
reduce our ability to service our credit facilities.
   If our competitors are able to supply services to our customers at a lower price, then we may have
to reduce our day rates, which would reduce our revenues.
  
    
    price, service, safety record and reputation of vessel operators and crews; and
    
    quality and availability of vessels of the type, capability and size required by the customer.
  Risks Relating to our Capital Structure
 Our business is highly cyclical in nature due to our dependency on the levels of offshore oil and
gas drilling activity. If we are unable to stabilize our cash flow during depressed markets, we may
not be able to meet our obligations under our current or any future debt obligations, and we may
not be able to secure financing or have sufficient capital to support our operations, which may
materially adversely affect our financial condition or results of operations.
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We may not be able to repatriate funds from Norway to the U.S., which could negatively impact our
operational flexibility.
  
    
    the availability of cash at our Norwegian subsidiaries, or availability under the
NOK Revolver of NOK 446 million ($71.7 million) available at December 31, 2006;
    
    our ability to comply with the funded debt to operating income plus depreciation and
amortization covenant ratios in our Norwegian subsidiaries NOK Revolver following
completion of the repatriation; and
    
    our Norwegian subsidiaries having sufficient distributable equity to support the
repatriation.
  
    
    obtain the consent of our lenders under the NOK Revolver; and
    
    reduce the paid-in-capital in one of our Norwegian subsidiaries without the
incurrence of tax or other consequences by national regulating and taxing authorities
in Norway.
  Our ability to utilize certain net operating loss carryforwards or investment tax credits may be
limited by certain events which could have an adverse impact on our financial results.
    We may face material tax consequences or assessments in countries in which we operate. If we are
required to pay material tax assessments, our financial condition may be materially adversely
affected.
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Our business segments have been capitalized and are financed on a stand-alone basis, which may
hinder efficient utilization of available financial resources.
   Financial statements for periods subsequent to our emergence from bankruptcy will not be comparable
to those of prior periods, which will make it difficult for stockholders to assess our performance
in relation to prior periods.
  
    
    the reorganization of our assets and liabilities as of March 15, 2005, the effective
date of our plan of reorganization; and
    
    the application of the provisions of Statement of Position 90-7, Financial
Reporting by Entities in Reorganization under the Bankruptcy Code, which is commonly
referred to as fresh-start accounting.
  Currency fluctuations could adversely affect our financial condition and results of operations.
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The terms of our existing registration rights agreement with certain of our common stockholders may
restrict the timing of any public offering or other distribution of shares of our common stock and
may depress the market price of our stock.
  Risks Relating to the Ownership of our Common Stock
 Our charter documents include provisions limiting the rights of foreign owners of our capital
stock.
  Our shareholder rights plan, charter and bylaws discourage unsolicited takeover proposals and could
prevent shareholders from realizing a premium on their common stock.
  We may issue preferred stock whose terms could adversely affect the voting power or value of our
common stock.
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Risks Relating to the Debentures
 The Debentures are unsecured and effectively subordinated to any existing and future secured
indebtedness and structurally subordinated to existing and future liabilities and other
indebtedness of our subsidiaries.
  Our holding company structure may adversely affect our ability to meet our debt service obligations
under the Debentures.
  The terms of the Debentures do not contain restrictive covenants and provide only limited
protection in the event of a change of control.
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We may be unable to repurchase your Debentures for cash when required, including following a
fundamental change, or pay cash upon conversion of your Debentures.
  Some significant restructuring transactions may not constitute a fundamental change, in which case
we would not be obligated to offer to repurchase the Debentures.
  Provisions of the Debentures could discourage an acquisition of us by a third party.
  The adjustment to the conversion rate upon the occurrence of certain types of fundamental changes
may not adequately compensate you for the lost option value of your Debentures as a result of such
fundamental change and may not be enforceable.
  You may not be able to participate in all of the stock price appreciation above the conversion
price.
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There is no public market for the Debentures and we cannot assure you that an active trading market
will develop for the Debentures.
  The conditional conversion feature of the Debentures could result in your receiving less than the
value of the common stock into which a Debenture is convertible.
  The price of our common stock, and therefore of the Debentures, may fluctuate significantly, which
may make it difficult for you to resell the Debentures or common stock issuable upon conversion of
the Debentures when you want or at prices you find attractive.
   
    
    quarterly variations in our operating results;
    
    operating results that vary from the expectations of management, securities analysts and investors;
    
    changes in expectations as to our future financial performance;
    
    announcements of strategic developments, significant contracts, acquisitions and
other material events by us or our competitors;
    
    the operating and securities price performance of other companies that investors
believe are comparable to us;
    
    future sales of our equity or equity-related securities;
    
    changes in general conditions in our industry and in the economy and the financial markets; and
    
    departures of key personnel.
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Future sales of our common stock in the public market could adversely affect the trading price of
our common stock and the value of the Debentures and our ability to raise funds in new stock
offerings.
  Upon conversion of the Debentures, we will pay cash in lieu of issuing shares of our common stock
with respect to an amount up to the principal amount of Debentures converted and shares of our
common stock with respect to the conversion value in excess thereof. Therefore, holders of the
Debentures may receive no shares of our common stock or a limited number of shares.
  The conversion rate of the Debentures may not be adjusted for all dilutive events and that may
adversely affect the trading price of the Debentures.
  You may be deemed to have received a taxable dividend as a result of adjustments (or failure to
make adjustments) to the conversion rate of our Debentures without the receipt of any cash.
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FORWARD-LOOKING STATEMENTS
  
    
    our objectives, business plans or strategies, and projected or anticipated benefits
or other consequences of such plans or strategies;
    
    projected or anticipated benefits from acquisitions; and
    
    projections involving revenues, operating results or cash provided from operations,
or our anticipated capital expenditures or other capital projects.
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USE OF PROCEEDS
  
 PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
  Common Stock PriceLow
    
    High2005:First Quarter (beginning March 15, 2005)(1)
    
    $
    21.00
    
    
    $
    22.25Second Quarter
    
    
    17.50
    
    
    
    21.50Third Quarter
    
    
    18.70
    
    
    
    26.75Fourth Quarter
    
    
    24.25
    
    
    
    27.202006:First Quarter
    
    $
    26.10
    
    
    $
    33.74Second Quarter
    
    
    28.57
    
    
    
    35.20Third Quarter
    
    
    32.00
    
    
    
    38.69Fourth Quarter
    
    
    31.69
    
    
    
    39.672007:First Quarter
    
    $
    29.56
    
    
    $
    39.23Second Quarter (through May 2, 2007)
    
    
    37.02
    
    
    
    41.18
 
 (1)
    
    Shares of our common stock were initially issued on
March 15, 2005 in connection with our reorganization.
All of our common stock outstanding prior to our
reorganization was cancelled and is no longer
outstanding.   20




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##### Table of Contents



RATIO OF EARNINGS TO FIXED CHARGES
  Predecessor Company
    
    Successor CompanyPeriod from
    
    Period fromJanuary 1, 2005
    
    March 15, 2005through
    
    throughYear Ended December 31,
    
    March 14,
    
    December 31,2002(1)
    
    2003(2)
    
    2004(3)
    
    2005(4)
    
    2005
    
    2006Ratio of earnings to fixed charges
    
    
    
    
    
    
    
    
    
    5.4x
    
    39.3x
 
 (1)
    
    Earnings were insufficient to cover fixed charges, and fixed
charges exceeded earnings by approximately $53.9 million.(2)
    
    Earnings were insufficient to cover fixed charges, and fixed
charges exceeded earnings by approximately $167.3 million.(3)
    
    Earnings were insufficient to cover fixed charges, and fixed
charges exceeded earnings by approximately $98.8 million.(4)
    
    Earnings were insufficient to cover fixed charges, and fixed
charges exceeded earnings by approximately $60.3 million. 21




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##### Table of Contents



SELLING SECURITY HOLDERS
      Shares of
    
    
    
    
    
    
    Shares ofCommon
    
    
    Shares of
    
    
    CommonAmount of
    
    
    Percentage of
    
    
    
    
    
    
    Stock
    
    
    Common
    
    
    Stock UponDebentures
    
    
    Debentures
    
    
    Amount of
    
    
    Beneficially
    
    
    Stock That
    
    
    CompletionBeneficially
    
    
    Beneficially
    
    
    Debentures to
    
    
    Owned
    
    
    May Be
    
    
    of OfferingOwned ($)
    
    
    Owned
    
    
    Be Sold ($)(1)
    
    
    (2)(3)
    
    
    Sold (1)(3)
    
    
    (1)Arpeggio Fund(4)
    
    $
    2,500,000
    
    
    
    1.67
    %
    
    $
    2,500,000
    
    
    
    49,393
    
    
    
    49,393
    
    
    
    CALAMOS Market Neutral Income Fund 
 CALAMOS Investment Trust(5)
    
    
    2,500,000
    
    
    
    1.67
    %
    
    
    2,500,000
    
    
    
    49,393
    
    
    
    49,393
    
    
    
    Canadian Imperial Holdings Inc.(6)
    
    
    10,000,000
    
    
    
    6.67
    %
    
    
    10,000,000
    
    
    
    197,571
    
    
    
    197,571
    
    
    
    CQS Convertible and QuantitativeStrategies Master Fund Limited(7)
    
    
    3,000,000
    
    
    
    2.00
    %
    
    
    3,000,000
    
    
    
    59,271
    
    
    
    59,271
    
    
    
    CVS Fund(4)
    
    
    1,450,000
    
    
    
    
    *

    
    
    1,450,000
    
    
    
    28,648
    
    
    
    28,648
    
    
    
    DBAG London(8)
    
    
    2,320,000
    
    
    
    1.55
    %
    
    
    2,320,000
    
    
    
    45,836
    
    
    
    45,836
    
    
    
    Deutsche Bank Securities Inc.(9)
    
    
    7,750,000
    
    
    
    5.17
    %
    
    
    7,750,000
    
    
    
    153,118
    
    
    
    153,118
    
    
    
    Encore Fund(4)
    
    
    1,500,000
    
    
    
    1.00
    %
    
    
    1,500,000
    
    
    
    29,636
    
    
    
    29,636
    
    
    
    Fortissimo Fund(4)
    
    
    750,000
    
    
    
    
    *
    
    
    750,000
    
    
    
    14,818
    
    
    
    14,818
    
    
    
    Grace Convertible Arbitrage Fund,
LTD.(10)
    
    
    5,000,000
    
    
    
    3.33
    %
    
    
    5,000,000
    
    
    
    98,786
    
    
    
    98,786
    
    
    
    IMF Converts(4)
    
    
    3,500,000
    
    
    
    2.33
    %
    
    
    3,500,000
    
    
    
    69,150
    
    
    
    69,150
    
    
    
    Rhapsody Fund(4)
    
    
    4,800,000
    
    
    
    3.20
    %
    
    
    4,800,000
    
    
    
    94,834
    
    
    
    94,834
    
    
    
    S.A.C. Arbitrage Fund, LLC(11)
    
    
    3,000,000
    
    
    
    2.00
    %
    
    
    3,000,000
    
    
    
    59,271
    
    
    
    59,271
    
    
    
    SuttonBrook Capital Portfolio LP(12)
    
    
    24,000,000
    
    
    
    16.00
    %
    
    
    24,000,000
    
    
    
    474,170
    
    
    
    474,170
    
    
    
    Symphony Hedging Entity(4)
    
    
    2,000,000
    
    
    
    1.33
    %
    
    
    2,000,000
    
    
    
    39,514
    
    
    
    39,514
    
    
    
    Tribeca Convertible LP(13)
    
    
    5,000,000
    
    
    
    3.33
    %
    
    
    5,000,000
    
    
    
    98,786
    
    
    
    98,786
    
    
    
    Vicis Capital Master Fund(14)
    
    
    7,000,000
    
    
    
    4.67
    %
    
    
    7,000,000
    
    
    
    138,300
    
    
    
    138,300
    
    
    
    Total
    
    $
    86,070,000
    
    
    
    57.38
    %
    
    $
    86,070,000
    
    
    
    1,700,494
    
    
    
    1,700,494
    
    
    
    
 22




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##### Table of Contents



*
    
    Less than 1%.(1)
    
    Because a selling security holder may sell all or a portion of the Debentures and common
stock issuable upon conversion of the Debentures pursuant to this prospectus, an estimate
cannot be given as to the number or percentage of Debentures and shares of common stock that
the selling security holder will hold upon termination of any sales. The information presented
assumes that all of the selling security holders will fully convert the Debentures for cash
and common stock and that the selling security holders will sell all the shares of common
stock that they received pursuant to such conversion.(2)
    
    Includes the shares of common stock issuable upon conversion of the Debentures and open short
positions in the Companys common stock.(3)
    
    The number of shares of common stock issuable upon conversion of the Debentures is calculated
assuming that the conversion of the full amount of Debentures held by such holder is at the
maximum share conversion rate of 19.7571 shares per $1,000 principal amount of the Debentures.
This conversion price is subject to adjustment as described under Description of the
Debentures  Conversion Procedures  Conversion Rate Adjustments. Accordingly, the number of
shares of common stock to be sold may increase or decrease from time to time. Fractional
shares will not be issued upon conversion of the Debentures. Cash will be paid instead of
fractional shares, if any.(4)
    
    This security holder has advised that voting and dispositive power with respect to the
Debentures or our common stock held by this security holder is held by Eric White, the Trade
Operations Specialist.(5)
    
    This security holder has advised us that Calamos Advisors LLC serve as its Investment Advisor
for this selling security holder and that Mr. Nick Calamos, CIO for Calamos Advisors LLC, is
the natural person with control and voting power over Calamos Advisors LLC and the Debentures
or our common stock held by this security holder(6)
    
    Representatives of this security holder have advised us that this security holder is an
affiliate of a U.S. registered broker-dealer; however, this security holder acquired the
Debentures in the ordinary course of business and, at the time of the acquisition, had no
agreements or understandings, directly or indirectly, with any party to distribute the
Debentures or our common stock issuable upon conversion of the Debentures held by this
security holder. Joseph Venn, Sybi Czeneszew and Andrew Henry are the proprietary traders of
the Debentures held by this security holder and are the natural persons with voting and
dispositive power with respect to the Debentures or our common stock held by this security
holder.(7)
    
    This security holder has advised that voting and dispositive power with respect to the
Debentures or our common stock held by this security holder is held by its directors: Alan
Smith, Blair Gauld, Dennis Hunter, Karla Bolden and Jim Rogers.(8)
    
    Representatives of this security holder have advised us that this security holder is an
affiliate of a U.S. registered broker-dealer; however, this security holder acquired the
Debentures in the ordinary course of business and, at the time of the acquisition, had no
agreements or understandings, directly or indirectly, with any party to distribute the
Debentures or our common stock issuable upon conversion of the Debentures held by this
security holder. Patrick Corrigan is the manager of the Debentures held by this security
holder and is the natural person with voting and dispositive power with respect to the
Debentures or our common stock held by this security holder.(9)
    
    This security holder has advised us that it is a U.S. registered broker-dealer. As such, the
security holder is, under the interpretation of the Securities and Exchange Commission, an
underwriter within the meaning of the Securities Act of 1933, as amended. Please see Plan
of Distribution for required disclosure regarding this selling security holder. This security
holder is a publicly traded corporation.(10)
    
    This security holder has advised that voting and dispositive power with respect to the
Debentures or our common stock is held by Grace Brothers Management, LLC. The Managing Member
of Grace Brothers Management, LLC and the natural person with voting and dispositive power
with respect to the Debentures or our common stock held by this security holder is Michael
Brailov.(11)
    
    This security holder has advised that voting and dispositive power with respect to the
Debentures or our common stock held by this security holder is held by Steven A. Cohen. Mr.
Cohen disclaims beneficial ownership of securities held by this security holder.(12)
    
    This security holder has advised us that SuttonBrook Capital Management LP is the investment
manager of SuttonBrook Capital Portfolio LP and John London and Steven M. Weinstein are the
natural persons with control and voting power over SuttonBrook Capital Management LP and the
Debentures or our common stock held by this security holder.(13)
    
    Representatives of this security holder have advised us that this security holder is an
affiliate of a U.S. registered broker-dealer; however, this security holder acquired the
Debentures in the ordinary course of business and, at the time of the acquisition, had no
agreements or understandings, directly or indirectly, with any party to distribute the
Debentures or our common stock issuable upon conversion of the Debentures held by this
security holder. Jeff Chmielewski is the portfolio manager for this security holder and is
the natural person with voting and dispositive power over the Debentures or our common stock
held by this security holder.(14)
    
    Vicis Capital LLC is the investment manager of Vicis Capital Master Fund. John Succo, Shad
Stastney and Sky Lucas control Vicis Capital LLC. As such, Messrs. Succo, Stastney and Lucas
are the natural persons who have voting and investment control of the securities being
offered. Each of Messrs. Succo, Stastney and Lucas disclaims beneficial ownership of
securities held by this security holder. 23




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##### Table of Contents



DESCRIPTION OF THE DEBENTURES
    Brief Description of the Debentures
  
    
    are limited to $150 million aggregate principal amount;
    
    bear interest at a rate of 3.00% per year, payable semi-annually in arrears, on
January 15 and July 15 of each year, commencing on July 15, 2007;
    
    are general unsecured obligations, ranking equally with all of our other unsecured
senior indebtedness and senior in right of payment to any subordinated indebtedness;
    
    are effectively subordinated to our existing and future secured indebtedness to the
extent the value of the related collateral;
    
    are convertible by you at any time on or prior to the close of business on the
business day preceding the maturity date, only upon satisfaction of one of the
conditions for conversion, as described under  Conversion Rights, into cash and, if
applicable, shares of our common stock initially based on a conversion rate of 23.0216
shares of our common stock per $1,000 principal amount of Debentures, which represents
an initial conversion price of approximately $43.44 per share, subject to certain
limitations described herein. In the event of certain types of fundamental changes, we
will increase the conversion rate or, in lieu thereof, we may elect to adjust the
conversion obligation and conversion rate so that the Debentures are convertible into
            shares of the acquiring or surviving company, in each case as described herein;
    
    are subject to redemption for cash by us at any time on or after January 15, 2012,
in whole or in part, at the redemption prices as described under  Optional
Redemption, plus accrued and unpaid interest (including additional interest, if any)
to, but not including, the redemption date;
    
    are subject to repurchase by us, at your option, on January 15, 2014, January 15,
2017 and January 15, 2022, at a cash repurchase price equal to 100% of the principal
amount of the Debentures, plus accrued and unpaid interest (including additional
interest, if any) to, but not including, the repurchase date, as set forth under 
Repurchase at the Option of the Holder  Optional Put;
    
    are subject to repurchase by us at your option if a fundamental change occurs, at a
cash repurchase price equal to 100% of the principal amount of the Debentures, plus
accrued and unpaid interest (including additional interest, if any) to, but not
including, the repurchase date, as set forth under  Repurchase at the Option of the
Holder  Fundamental Change Put; and
    
    are due on January 15, 2027, unless earlier converted, redeemed by us at our option
or repurchased by us at your option.
 24




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##### Table of Contents



Additional Debentures
  Payment at Maturity
  Interest
  
    
    we will not pay accrued interest (excluding any additional interest) on any
Debentures when they are converted, except as described under  Conversion Rights;
and
    
    we will pay accrued and unpaid interest (including additional interest, if any) on
the maturity date to a person other than the holder of record on the record date. On
such date, we will pay accrued and unpaid interest only to the person to whom we pay
the principal amount.
 25




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##### Table of Contents




    
    global Debentures to DTC in immediately available funds;
    
    any certificated Debentures having a principal amount of less than $2,000,000, by
check mailed to the holders of those Debentures; provided, however, at maturity,
interest will be payable as described under  Payment at Maturity; and
    
    any certificated Debentures having a principal amount of $2,000,000 or more, by wire
transfer in immediately available funds at the election of the holders of these
Debentures duly delivered to the trustee at least five business days prior to the
relevant interest payment date; provided, however, at maturity, interest will be
payable as described under  Payment at Maturity.
  Conversion Rights
  (1)
    
    prior to January 15, 2025, on any date during any fiscal quarter beginning
after March 31, 2007 (and only during such fiscal quarter) if the closing sale price of
our common stock was more than 125% of the then current conversion price for at least
20 trading days in the period of the 30 consecutive trading days ending on the last
trading day of the previous fiscal quarter;(2)
    
    at any time on or after January 15, 2025;(3)
    
    with respect to any debentures called for redemption, until the close of
business on the business day prior to the redemption date;(4)
    
    if we distribute to all or substantially all holders of our common stock rights
or warrants entitling them to purchase, for a period of 45 calendar days or less, shares of our common stock at a price less than the average closing sale price for the
ten trading days preceding the declaration date for such distribution, as described
below in more detail under  Conversion upon Specified Corporate Transactions;(5)
    
    if we distribute to all or substantially all holders of our common stock, cash
or other assets, debt securities or rights to purchase our securities, which
distribution has a per share value exceeding 10% of the closing sale price of our
common stock on the trading day preceding the declaration
 26




---



##### Table of Contents



date for such distribution, as described below in more detail under  Conversion
upon Specified Corporate Transactions;(6)
    
    during a specified period if a fundamental change occurs, as described in more
detail below under  Conversion upon a Fundamental Change; or(7)
    
    during the five consecutive business-day period following any ten consecutive
trading-day period in which the average trading price for the debentures was less than
98% of the average of the closing sale price of our common stock during such ten
trading-day period multiplied by the then current conversion rate, as described in more
detail below under  Conversion upon Satisfaction of Trading Price Condition; we
refer to this condition as the trading price condition.
    
    
    if you convert your Debentures in connection with a redemption and we have specified
a redemption date that is after a record date and on or prior to the corresponding
interest payment date;
    
    if you convert your Debentures in connection with a fundamental change and we have
specified a fundamental change repurchase date that is after a record date and on or
prior to the corresponding interest payment date; or
    
    to the extent of any overdue interest (including overdue additional interest, if
any), if overdue interest (or overdue additional interest) exists at the time of
conversion with respect to your Debentures.
  Conversion Upon Specified Corporate Transactions
  
    
    distribute to all holders of our common stock rights or warrants (other than
pursuant to a rights plan) entitling them to purchase, for a period of 45 calendar days
or less, shares of our common stock at a price less than the average closing sale price
for the ten trading days preceding the declaration date for such distribution; or
 27




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##### Table of Contents




    
    distribute to all holders of our common stock, cash or other assets, debt securities
or rights to purchase our securities (other than pursuant to a rights plan), which
distribution has a per share value exceeding 10% of the closing sale price of our
common stock on the trading day preceding the declaration date for such distribution.
   Conversion Upon a Fundamental Change
   Conversion Upon Satisfaction of Trading Price Condition
   28




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##### Table of Contents



Conversion Procedures
 Procedures to be Followed by a Holder
   
    
    complete and manually sign the conversion notice on the back of the Debentures or a
facsimile of the conversion notice;
    
    deliver the completed conversion notice and the Debentures to be converted to the
conversion agent;
    
    if required, furnish appropriate endorsements and transfer documents;
    
    if required, pay funds equal to interest (but excluding any additional interest)
payable on the next interest payment date to which you are not entitled; and
    
    if required, pay all taxes or duties, if any.
   Settlement Upon Conversion
   
    
    if we have called the Debentures delivered for conversion for redemption, beginning
on the 23rd scheduled trading day immediately preceding the redemption date;
    
    with respect to conversion notices received during the period beginning 25 trading
days preceding the maturity date and ending one trading day preceding the maturity
date, beginning on the 23rd scheduled trading day immediately preceding the maturity
date;
 29




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##### Table of Contents




    
    with respect to conversions in connection with a fundamental change, beginning on
the 23rd scheduled trading day immediately preceding the repurchase date relating to
such fundamental change; and
    
    in all other cases, beginning on the third trading day following our receipt of your
conversion notice.
  
    
    cash equal to the lesser of $50 and the daily conversion value; and
    
    to the extent the daily conversion value exceeds $50, a number of shares of our
common stock (or the consideration into which our common stock has been converted in
connection with certain corporate transactions) equal to, (1) the difference between
the daily conversion value and $50, divided by (2) the volume weighted average price of
our common stock (or such other consideration) for such day.
  
    
    the conversion rate in effect on that day, multiplied by
    
    the volume weighted average price of our common stock (or the consideration into
which our common stock has been converted in connection with certain corporate
transactions) on that day.
     30




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##### Table of Contents



Conversion Rate Adjustments
  (1)
    
    issuances of our common stock as a dividend or distribution on our common stock;(2)
    
    certain subdivisions, combinations or reclassifications of our common stock;(3)
    
    issuances to all or substantially all holders of our common stock of certain
rights or warrants to purchase, for a period of up to 45 days, our common stock at less
than the then-current market price of our common stock, provided that the conversion
rate will be readjusted to the extent that any of the rights or warrants are not
exercised prior to their expiration;(4)
    
    distributions to all or substantially all holders of our common stock of shares
of our capital stock (other than our common stock), evidences of our indebtedness or
assets, including securities, but excluding:
 
    
    the rights and warrants referred to in clause (3) above;
    
    any dividends and distributions in connection with a reclassification,
change, consolidation, merger, sale, lease, transfer, conveyance or other
disposition resulting in a change in the conversion consideration pursuant to
the sixth succeeding paragraph below or pursuant to  Conversion After a
Public Acquirer Change of Control;
    
    any dividends or distributions paid exclusively in cash; or
    
    any dividends or distributions referred to in clause (1) above;
 (5)
    
    dividends or other distributions consisting exclusively of cash to all or
substantially all holders of our common stock (other than dividends or distributions
made in connection with our liquidation, dissolution or winding-up or upon a merger or
consolidation), in which event the conversion rate will be adjusted by multiplying:
 
    
    the conversion rate by, a fraction,
    
    the numerator of which will be the current market price of our common stock
and the denominator of which will be the current market price of our common
stock minus the amount per share of such dividend or distribution; and
 31




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##### Table of Contents



(6)
    
    purchases of our common stock pursuant to a tender offer or exchange offer made
by us or any of our subsidiaries to the extent that the cash and value of any other
consideration included in the payment per share of common stock exceeds the closing
sale price per share of our common stock on the trading day next succeeding the last date on which tenders or exchanges may
be made pursuant to such tender or exchange offer.
    
    
    equals or exceeds the average closing price of the common stock over the ten
consecutive trading day period ending on the ex-dividend date for such distribution, or
    
    such average closing price exceeds the fair market value of such assets, capital
stock, debt securities or rights, warrants or options so distributed by less than
$1.00,
     
    
    reclassify or change our common stock (other than changes resulting from a
subdivision or combination), or
    
    consolidate or merge with or into any person or sell, lease, transfer, convey or
otherwise dispose of all or substantially all of our assets and those of our
subsidiaries taken as a whole to another person,
 32
    Table of Contents        Adjustment to Conversion Rate Upon a Non-Stock Change of Control
   33




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##### Table of Contents



Stock Price
 Effective Date
    
    $31.25
    
    $43.44
    
    $50.00
    
    $60.00
    
    $70.00
    
    $80.00
    
    $90.00
    
    $100.00
    
    $110.00
    
    $120.00
    
    $130.00
    
    $140.00
    
    $150.00February 7, 2007
    
    
    8.9784
    
    
    
    4.8489
    
    
    
    3.6985
    
    
    
    2.5904
    
    
    
    1.9132
    
    
    
    1.4713
    
    
    
    1.1665
    
    
    
    0.9467
    
    
    
    0.7824
    
    
    
    0.6560
    
    
    
    0.5560
    
    
    
    0.4752
    
    
    
    0.4087January 15, 2008
    
    
    8.7084
    
    
    
    4.4753
    
    
    
    3.3328
    
    
    
    2.2633
    
    
    
    1.6321
    
    
    
    1.2334
    
    
    
    0.9656
    
    
    
    0.7767
    
    
    
    0.6383
    
    
    
    0.5331
    
    
    
    0.4511
    
    
    
    0.3852
    
    
    
    0.3312January 15, 2009
    
    
    8.3104
    
    
    
    3.9441
    
    
    
    2.8216
    
    
    
    1.8184
    
    
    
    1.2603
    
    
    
    0.9264
    
    
    
    0.7122
    
    
    
    0.5673
    
    
    
    0.4637
    
    
    
    0.3865
    
    
    
    0.3266
    
    
    
    0.2789
    
    
    
    0.2404January 15, 2010
    
    
    7.3614
    
    
    
    2.4604
    
    
    
    1.4202
    
    
    
    0.6795
    
    
    
    0.3801
    
    
    
    0.2481
    
    
    
    0.1824
    
    
    
    0.1445
    
    
    
    0.1194
    
    
    
    0.1013
    
    
    
    0.0876
    
    
    
    0.0762
    
    
    
    0.0665January 15, 2011
    
    
    7.2688
    
    
    
    2.2644
    
    
    
    1.2397
    
    
    
    0.5475
    
    
    
    0.2890
    
    
    
    0.1839
    
    
    
    0.1349
    
    
    
    0.1076
    
    
    
    0.0894
    
    
    
    0.0763
    
    
    
    0.0659
    
    
    
    0.0577
    
    
    
    0.0505January 15, 2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  
    
    between two stock price amounts on the table or the effective date is between two
dates on the table, the number of additional shares will be determined by straight-line
interpolation between the number of additional shares set forth for the higher and
lower stock price amounts and the two dates, as applicable, based on a 360-day year;
    
    in excess of $150.00 per share (subject to adjustment), no additional shares will be
issued upon conversion;
    
    less than $31.25 per share (subject to adjustment), no additional shares will be
issued upon conversion.
    Conversion After a Public Acquirer Change of Control
  
    
    the numerator of which will be (i) in the case of a public acquirer change of
control pursuant to which our common stock is converted solely into cash, the value of
such cash paid or payable per share of common stock or (ii) in the case of any other
public acquirer change of control, the average of the closing sale prices of our common
stock for the five consecutive trading days prior to but excluding the effective date
of such public acquirer change of control, and
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
    
    the denominator of which will be the average of the closing sale prices of the
public acquirer common stock for the five consecutive trading days commencing on the
trading day next succeeding the effective date of such public acquirer change of
control.
   Optional Redemption
   Period
    
    Redemption PriceJanuary 15, 2012 through January 14, 2013
    
    
    100.8571
    %January 15, 2013 through January 14, 2014
    
    
    100.4286
    %After January 14, 2014
    
    
    100.0000
    %
  
    
    that you have a right to convert the Debentures called for redemption, and the
conversion rate then in effect;
    
    the date on which your right to convert the Debentures called for redemption will expire; and
    
    the date on which the conversion settlement averaging period will begin.
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
    
    issue, register the transfer of, or exchange any Debentures during the period of 15
days before the mailing of the notice of redemption, or
    
    register the transfer of or exchange any Debentures so selected for redemption, in
whole or in part, except the unredeemed portion of any Debentures being redeemed in
part.
  Repurchase at the Option of the Holder
 Optional Put
      
    
    if you hold certificated Debentures, the Debentures certificate numbers;
    
    the portion of the principal amount of your Debentures to be repurchased, which must
be in $1,000 multiples; and
    
    that the Debentures are to be repurchased by us pursuant to the applicable
provisions of the Debentures and the indenture.
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
    
    if you hold certificated Debentures, the certificate numbers of the withdrawn Debentures;
    
    the principal amount of the withdrawn Debentures; and
    
    the principal amount, if any, which remains subject to the repurchase notice.
   
    
    those Debentures will cease to be outstanding and interest (including additional
interest, if any) will cease to accrue, whether or not book-entry transfer of the
Debentures has been made or the Debentures have been delivered to the paying agent, as
the case may be; and
    
    all other rights of those Debentures holders will terminate, other than the right to
receive the repurchase price upon delivery or transfer of the Debentures.
  
    
    comply with the provisions of Rule 13e-4 and any other tender offer rules under the
Exchange Act that may be applicable at the time of the offer to repurchase the
Debentures;
    
    file a Schedule TO or any other schedule required in connection with any offer by us
to repurchase the Debentures; and
    
    comply with all other federal and state securities laws in connection with any offer
by us to repurchase the Debentures.
 Fundamental Change Put
    37




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(1)
    
    the consummation of any transaction that is disclosed in a Schedule 13D (or
successor form) by any person and the result of which is that such person has
become the beneficial owner (as these terms are defined in Rule 13d-3 and Rule 13d-5
under the Exchange Act), directly or indirectly, of more than 50% of our capital stock
that is at the time entitled to vote by the holder thereof in the election of our board
of directors (or comparable body);(2)
    
    the first day on which a majority of the members of our board of directors are
not continuing directors;(3)
    
    the adoption of a plan relating to our liquidation or dissolution;(4)
    
    the consolidation or merger of us with or into any other person, or the sale,
lease, transfer, conveyance or other disposition, in one or a series of related
transactions, of all or substantially all of our assets and those of our subsidiaries
taken as a whole to any person (as this term is used in Section 13(d)(3) of the
Exchange Act), other than:
 (a)
    
    any transaction pursuant to which the holders of 50% or more of
the total voting power of all shares of our capital stock entitled to vote
generally in elections of directors immediately prior to such transaction have
the right to exercise, directly or indirectly, 50% or more of the total voting
power of all shares of the capital stock entitled to vote generally in
elections of directors of the continuing or surviving person (or any parent
thereof) immediately after giving effect to such transaction; or(b)
    
    any merger primarily for the purpose of changing our
jurisdiction of incorporation and resulting in a reclassification, conversion
or exchange of outstanding shares of common stock solely into shares of common
stock of the surviving entity; or
 (5)
    
    the termination of trading of our common stock, which will be deemed to have
occurred if our common stock or other common stock into which the Debentures are
convertible is neither listed for trading on a United States national securities
exchange nor approved for listing on any United States system of automated
dissemination of quotations of securities prices, and no American Depositary Shares or
similar instruments for such common stock are so listed or approved for listing in the
United States.
   
    
    was a member of the board of directors on the date of the indenture; or
    
    was nominated for election or elected to the board of directors with the approval of
a majority of the continuing directors who were members of the board at the time of new
directors nomination or election.
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
    
    if you hold certificated Debentures, the Debentures certificate numbers;
    
    the portion of the principal amount of the Debentures to be repurchased, which must
be $1,000 or whole multiples thereof; and
    
    that the Debentures are to be repurchased by us pursuant to the applicable
provisions of the Debentures and the indenture.
  
    
    if you hold certificated Debentures, the certificate numbers of the withdrawn Debentures;
    
    the principal amount of the withdrawn Debentures; and
    
    the principal amount, if any, which remains subject to the repurchase notice.
   
    
    the Debentures will cease to be outstanding and interest (including additional
interest, if any) will cease to accrue, whether or not book-entry transfer of the
Debentures has been made or the Debentures have been delivered to the paying agent, as
the case may be; and
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
    
    all other rights of the holders of Debentures will terminate, other than the right
to receive the repurchase price upon delivery or transfer of the Debentures.
  
    
    comply with the provisions of Rule 13e-4 and any other tender offer rules under the
Exchange Act that may be applicable at the time of the offer to repurchase the
Debentures;
    
    file a Schedule TO or any other schedule required in connection with any offer by us
to repurchase the Debentures; and
    
    comply with all other federal and state securities laws in connection with any offer
by us to repurchase the Debentures.
   Consolidation, Merger and Sale of Assets
  
    
    either (a) we are the continuing corporation or (b) the resulting, surviving or
transferee person (if other than us) is a corporation or limited liability company
organized and existing under the laws of the United States, any state thereof or the
District of Columbia and such person assumes, by a supplemental indenture in a form
reasonably satisfactory to the trustee, and a supplemental agreement, all of our
obligations under the Debentures, the indenture and the registration rights agreement;
    
    immediately after giving effect to such transaction, no default or event of default
has occurred and is continuing; and
    
    we have delivered to the trustee certain certificates and opinions of counsel if so
requested by the trustee.
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Events of Default; Notice and Waiver
  
    
    we fail to pay any interest (including additional interest, if any) on the
Debentures when due and such failure continues for a period of 30 calendar days;
    
    we fail to pay principal of the Debentures when due at maturity, or we fail to pay
the redemption price or repurchase price in respect of any Debentures when due;
    
    we fail to deliver cash and, if applicable, shares of our common stock (including
any additional shares), upon the conversion of any Debentures and such failure
continues for five days following the scheduled settlement date for such conversion;
    
    we fail to provide notice of the anticipated effective date or actual effective date
of a fundamental change on a timely basis as required in the indenture;
    
    we fail to perform or observe any other term, covenant or agreement in the
Debentures or the indenture for a period of 60 calendar days after written notice of
such failure is given to us by the trustee or to us and the trustee by the holders of
at least 25% in aggregate principal amount of the Debentures then outstanding (or 180
days with respect to any failure to comply with the covenant described under 
Reports);
    
    a failure to pay when due (whether at stated maturity or otherwise) or a default
that results in the acceleration of maturity of, any indebtedness for borrowed money in
excess of $30 million of Trico Marine or any of our significant subsidiaries (which
term shall have the meaning specified in Rule 1-02(w) of Regulation S-X), unless such
indebtedness is discharged, or such acceleration is rescinded, stayed or annulled,
within a period of 30 calendar days after written notice of such failure is given to us
by the trustee or to us and the trustee by the holders of at least 25% in aggregate
principal amount of the Debentures then outstanding; or
    
    certain events involving our bankruptcy, insolvency or reorganization or the
bankruptcy, insolvency or reorganization of any of our significant subsidiaries
(which term shall have the meaning specified in Rule 1-02(w) of Regulation S-X).
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
    
    we have paid (or deposited with the trustee a sum sufficient to pay) (1) all overdue
interest (including additional interest, if any) on all Debentures; (2) the principal
amount of any Debentures that have become due otherwise than by such declaration of
acceleration; (3) to the extent that payment of such interest is lawful, interest upon
overdue interest (including additional interest, if any); and (4) all sums paid or
advanced by the trustee under the indenture and the reasonable compensation, expenses,
disbursements and advances of the trustee, its agents and counsel; and
    
    all events of default, other than the non-payment of the principal amount and any
accrued and unpaid interest (including additional interest, if any) that have become
due solely by such declaration of acceleration, have been cured or waived.
  (i)
    
    such holder has previously given the trustee notice that an Event of Default is
continuing;(ii)
    
    holders of at least 25% in principal amount of the outstanding Debentures have
requested the trustee in writing to pursue the remedy;(iii)
    
    such holders have offered the trustee reasonable security or indemnity against
any loss, liability or expense;(iv)
    
    the trustee has not complied with such request within 60 days after the receipt
of the request and the offer of security or indemnity; and(v)
    
    the holders of a majority in principal amount of the outstanding Debentures
have not given the trustee a direction inconsistent with such request within such
60-day period.
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Waiver
  
    
    our failure to pay principal of or interest (including additional interest, if any)
on any Debentures when due;
    
    our failure to convert any Debentures into cash and, if applicable, shares of common
stock as required by the indenture;
    
    our failure to pay the redemption price on the redemption date in connection with a
redemption by us or the repurchase price on the repurchase date in connection with a
holder exercising its repurchase rights; or
    
    our failure to comply with any of the provisions of the indenture that would require
the consent of the holder of each outstanding Debentures affected.
 Modification
 Changes Requiring Approval of Each Affected Holder
  
    
    extend the maturity of any Debentures;
    
    reduce the rate or extend the time for payment of interest (including additional
interest, if any) on any Debentures;
    
    reduce the principal amount of any Debentures;
    
    reduce any amount payable upon redemption or repurchase of any Debentures;
    
    impair the right of a holder to institute suit for payment of any Debentures;
    
    change the currency in which any Debentures is payable;
    
    change the redemption provisions in a manner adverse to the holders;
    
    change our obligation to repurchase any Debentures at the option of the holder in a
manner adverse to the holders;
    
    change our obligation to repurchase any Debentures upon a fundamental change in a
manner adverse to the holders;
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
    
    except as provided in the indenture, adversely affect the right of a holder to
convert any Debentures into cash and, if applicable, shares of our common stock or
reduce the number of shares of our common stock or any other property, including cash,
receivable upon conversion pursuant to the terms of the indenture; or
    
    reduce the percentage of the Debentures required for consent to any modification of
the indenture that requires the consent of each affected holder.
 Changes Requiring Majority Approval
  Changes Requiring No Approval
  
    
    provide for conversion rights of holders of the Debentures and our repurchase
obligations in connection with a fundamental change in the event of any
reclassification of our common stock, merger or consolidation, or sale, conveyance,
transfer or lease of our property and assets substantially as an entity;
    
    secure the Debentures;
    
    provide for the assumption of our obligations to the holders of the Debentures in
the event of a merger or consolidation, or sale, conveyance, transfer or lease of our
property and assets substantially as an entirety;
    
    surrender any right or power conferred upon us;
    
    add to our covenants for the benefit of the holders of the Debentures;
    
    cure any ambiguity or correct or supplement any inconsistent or otherwise defective
provision contained in the indenture; provided that such modification or amendment does
not adversely affect the interests of the holders of the Debentures in any material
respect; provided, further, that any amendment made solely to conform the provisions of
the indenture to the description of the Debentures contained in this prospectus will
not be deemed to adversely affect the interests of the holders of the Debentures;
    
    make any provision with respect to matters or questions arising under the indenture
that we may deem necessary or desirable and that shall not be inconsistent with
provisions of the indenture; provided that such change or modification does not, in the
good faith opinion of our board of directors, adversely affect the interests of the
holders of the Debentures in any material respect;
    
    increase the conversion rate;
    
    comply with the requirements of the SEC in order to effect or maintain the
qualification of the indenture under the Trust Indenture Act;
    
    adding guarantees of obligations under the Debentures;
    
    make any changes or modifications necessary in connection with the registration of
the Debentures under the Securities Act as contemplated in the registration rights
agreement; provided that such
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change or modification does not adversely affect the interests of the holders of the
Debentures in any material respect; and
    
    provide for a successor trustee.
 Other
  Debentures Not Entitled to Consent
  Repurchase and Cancellation
  Satisfaction and Discharge
  No Personal Liability of Managers, Directors, Officers, Employees and Stockholders
  Reports
  Information Concerning the Trustee and Common Stock Transfer Agent and Registrar
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Governing Law
  Calculations in Respect of the Debentures
  Form, Denomination and Registration
  
    
    in fully registered form;
    
    without interest coupons; and
    
    in denominations of $1,000 principal amount and integral multiples of $1,000.
 Global Debentures, Book-Entry Form
    
    
    are not entitled to have certificates registered in their names;
    
    will not receive physical delivery of certificates in definitive registered form; and
    
    are not considered holders of the global Debentures.
  46




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
    
    for any aspect of the records relating to, or payments made on account of,
beneficial ownership interests in a global Debenture; or
    
    for maintaining, supervising or reviewing any records relating to the beneficial
ownership interests.
   
    
    a limited purpose trust company organized under the laws of the State of New York,
and a member of the Federal Reserve System;
    
    a clearing corporation within the meaning of the Uniform Commercial Code; and
    
    a clearing agency registered pursuant to the provisions of Section 17A of the Exchange Act.
    47




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REGISTRATION RIGHTS
  
    
    use reasonable best efforts to cause the shelf registration statement to become
effective as promptly as is practicable, but in no event later than 180 days after the
date of original issuance of the Debentures; and
    
    use reasonable best efforts to keep the registration statement effective until the
earliest of:
 (1)
    
    the date when the holders of transfer restricted Debentures and shares of
common stock issued upon conversion of the Debentures, other than our affiliates, are
able to sell all such securities immediately without restriction under Rule 144(k)
under the Securities Act;(2)
    
    the date when all transfer restricted Debentures and shares of common stock
issued upon conversion of the Debentures are registered under the shelf registration
statement and sold pursuant thereto; or(3)
    
    the date when all transfer restricted Debentures and shares of common stock
issued upon conversion of the Debentures have ceased to be outstanding (whether as a
result of repurchase and cancellation, conversion or otherwise).
   
    
    the holder will be required to be named as a selling security holder in the related prospectus;
    
    the holder will be required to deliver a prospectus to purchasers;
    
    the holder will be subject to some of the civil liability provisions under the
Securities Act in connection with any sales; and
    
    the holder will be bound by the provisions of the registration rights agreement
which are applicable to the holder (including indemnification obligations).
   48




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DESCRIPTION OF CAPITAL STOCK
 General
   Common Stock
  Preferred Stock
  Warrants
  Certain Charter and Bylaw Provisions
 Classified Board of Directors
 49




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Board of Directors
 Stockholder Action by Unanimous Consent
 Amendments to the Certificate of Incorporation and Bylaws
 Advance Notice of Stockholder Nominations and Stockholder Business
 Stockholder Proposals
 Stockholder Nominations
  50




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Special Meetings of the Stockholders
 Section 203 of the DGCL
 Limitation on Foreign Ownership of Our Stock
 Potential Anti-Takeover Effects
 Transfer agent and registrar
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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
  
    
    tax consequences to holders who may be subject to special tax treatment, such as dealers
in securities or currencies, financial institutions, regulated investment companies, real
estate investment trusts, tax-exempt entities, insurance companies, or traders in securities
that elect to use a mark-to-market method of accounting for their securities;
    
    tax consequences to persons holding Debentures as a part of a hedging, integrated,
conversion or constructive sale transaction, a straddle or other risk reduction transaction;
    
    tax consequences to U.S. holders (as defined below) of Debentures or shares of common
stock whose functional currency is not the U.S. dollar;
    
    tax consequences to investors in partnerships and other pass-through entities;
    
    alternative minimum tax consequences, if any;
    
    tax consequences to expatriates and certain former U.S. citizens or long-term residents
of the United States;
    
    estate or gift tax consequences; and
    
    any state, local or foreign tax consequences.
 If you are considering the purchase of Debentures, you should consult your tax advisor
concerning the U.S. federal income tax consequences to you in light of your particular situation as
well as any consequences arising under the laws of any other taxing jurisdiction.
  
    
    an individual citizen or resident of the United States;
    
    a corporation (or any other entity treated as a corporation for U.S. federal income tax
purposes) created or organized in or under the laws of the United States, any state thereof
or the District of Columbia;
    
    an estate the income of which is subject to U.S. federal income taxation regardless of
its source; or
    
    a trust, if it (i) is subject to the primary supervision of a court within the United
States and one or more United States persons have the authority to control all substantial
decisions of the trust or (ii) has a valid election in effect under applicable U.S. Treasury
regulations to be treated as a United States person.
  52




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Consequences to U.S. holders
 Payment of interest
  Additional payments
  Market Discount
 de
minimis
 Amortizable Bond Premium
  Constant Yield Method
  Sale, exchange, redemption or other disposition of Debentures
  53




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Exchange of Debentures into cash or common stock and cash
    Constructive distributions
  54




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Dividends
  Sale, exchange, redemption or other taxable disposition of common stock
  Possible effect of the change in conversion after a public acquirer change of control
  Information reporting and backup withholding
  Consequences to non-U.S. holders
 Payments of interest
  
    
    interest paid on the Debenture is not effectively connected with your conduct of a trade
or business in the United States;
    
    you do not actually or constructively own 10% or more of the total combined voting power
of all classes of our stock that are entitled to vote within the meaning of section
871(h)(3) of the Code;
 55




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
    
    you are not a controlled foreign corporation that is related to us (actually or
constructively) through stock ownership;
    
    (a) you provide your name and address, and certify, under penalties of perjury, that you
are not a United States person (which certification may be made on an Internal Revenue
Service Form W-8BEN (or other applicable form)) or (b) you hold your Debentures through
certain foreign intermediaries or certain foreign partnerships, and you and they satisfy the
certification requirements of applicable Treasury regulations; and
    
    you are not a bank whose receipt of interest on the Debentures is described in Section
881(c)(3)(A).
   Dividends and constructive distributions
   56




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Sale, exchange, redemption, conversion or other disposition of Debentures or shares of common
stock
  
    
    that gain is effectively connected with your conduct of a trade or business in the United
States (and, if required by an applicable income tax treaty, is attributable to a U.S.
permanent establishment);
    
    you are an individual who is present in the United States for 183 days or more in the
taxable year of that disposition, and certain other conditions are met; or
    
    we are or have been a U.S. real property holding corporation (a USRPHC) for U.S.
federal income tax purposes during the shorter of your holding period or the 5-year period
ending on the date of disposition of the Debentures or common stock, as the case may be.
     Information reporting and backup withholding
    57




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ERISA CONSIDERATIONS
  General fiduciary matters
   Prohibited transaction issues
    Plan asset issues
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Representation
   60




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PLAN OF DISTRIBUTION
     61




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LEGAL MATTERS
  
 EXPERTS
  
 WHERE YOU CAN FIND MORE INFORMATION
   
 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
    
    Annual Report on Form 10-K for the fiscal year ended December 31, 2006, including
the information incorporated by reference therein;
    
    Current Reports on Form 8-K filed on March 27, 2007 and April 10, 2007 (excluding
the information furnished in Item 2.02 and Item 7.01 thereof, which is not deemed filed
and which is not incorporated by reference herein); and
    
    Description of our common stock contained in our registration statement on Form 8-A
filed on April 24, 1996 under Section 12 of the Exchange Act, as amended by Amendment
No. 1 filed on April 28, 2005, and any further amendment to such registration statement
or any other report that we may file in the future for the purpose of updating such
description.
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PART II
Information Not Required in the Prospectus
 Item 14. Other Expenses of Issuance and Distribution.
  Registration fee under the Securities Act
    $
    4,605Printing expenses *
    $
    20,000Legal fees and expenses*
    $
    25,000Accounting fees and expenses*
    $
    10,000Miscellaneous*
    $
    2,395Total
    $
    62,000
 
 *
    
    Estimated solely for the purpose of this Item. Actual expenses may be more or less. Item 15. Indemnification of Officers and Directors.
     II-1




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Item 16. Exhibits
 Number
    
    Exhibit4.1
    
    Indenture, dated February 7, 2007 between the Company and Wells
Fargo Bank, National Association, as trustee, including the form of
Debenture (Incorporated by reference to Exhibit 10.18 to the
Companys Annual Report on Form 10-K filed on March 2, 2007).4.2
    
    Registration Rights Agreement, dated February 7, 2007 among the
Company and the initial purchasers (Incorporated by reference to
Exhibit 10.19 to the Companys Annual Report on Form 10-K filed on
March 2, 2007).4.3
    
    Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Companys Annual Report on Form 10-K dated March
16, 2005).4.4
    
    Registration Rights Agreement, dated as of March 16, 2005, by and
among the Company and the Holders named therein (incorporated by
reference to Exhibit 4.1 to the Companys Current Report on Form
8-K dated march 16, 2005).4.5
    
    Warrant Agreement, dated March 16, 2005 (incorporated by reference
to Exhibit 4.2 to the Companys Current Report on Form 8-K dated
March 16, 2005).4.6
    
    Form of Series A Warrant (incorporated by reference to Exhibit 4.3
to the Companys Current Report on form 8-K/A dated March 21,
2005).4.7
    
    Form of Series B Warrant (incorporated by reference to Exhibit 4.4
to the Companys Current Report on Form 8-K/A dated March 21,
2005).5.1*
    
    Opinion of Vinson & Elkins L.L.P.8.1*
    
    Opinion of Vinson & Elkins L.L.P. as to tax matters.12.1
    
    Statement of Computation of Ratios
(incorporated by reference to Exhibit 12.1 to the Companys
Annual Report on Form 10-K dated March 2, 2007).23.1*
    
    Consent of Vinson & Elkins
L.L.P. (included in Exhibit 5.1).23.2*
    
    Consent of PricewaterhouseCoopers
LLP.24.1*
    
    Power of Attorney (included in
signature pages hereto).25.1*
    
    Statement of Eligibility under the Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee of Wells Fargo Bank,
National Association (Form T-1).
 
 *
    
    Filed herewith. Item 17. Undertakings
    II-2




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SIGNATURES
  TRICO MARINE SERVICES, INC.By:

/s/
Trevor TurbidyName:
    Trevor TurbidyTitle:
    President and Chief Executive Officer POWER OF ATTORNEY
   Signature
    
    Title/s/
Trevor Turbidy
    
    President, Chief Executive Officer and DirectorTrevor Turbidy
    
    (Principal Executive Officer)/s/
Geoff A. Jones
    
    Vice President and Chief Financial OfficerGeoff A. Jones
    
    (Principal Financial and Accounting Officer)/s/
Joseph S. Compofelice
    
    DirectorJoseph S. Compofelice/s/
Per Staehr
    
    DirectorPer Staehr/s/
Richard A. Bachmann
    
    DirectorRichard A. Bachmann/s/
Edward C. Hutcheson, Jr.
    
    DirectorEdward C. Hutcheson, Jr./s/
Myles W. Scoggins
    
    DirectorMyles W. Scoggins/s/
Kenneth M. Burke
    
    DirectorKenneth M. Burke
 II-5




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EXHIBIT INDEX
 Number
    
    Exhibit4.1
    
    Indenture, dated February 7, 2007 between the Company and Wells
Fargo Bank, National Association, as trustee, including the form of
Debenture (Incorporated by reference to Exhibit 10.18 to the
Companys Annual Report on Form 10-K filed on March 2, 2007).4.2
    
    Registration Rights Agreement, dated February 7, 2007 among the
Company and the initial purchasers (Incorporated by reference to
Exhibit 10.19 to the Companys Annual Report on Form 10-K filed on
March 2, 2007).4.3
    
    Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Companys Annual Report on Form 10-K dated March
16, 2005).4.4
    
    Registration Rights Agreement, dated as of March 16, 2005, by and
among the Company and the Holders named therein (incorporated by
reference to Exhibit 4.1 to the Companys Current Report on Form
8-K dated march 16, 2005).4.5
    
    Warrant Agreement, dated March 16, 2005 (incorporated by reference
to Exhibit 4.2 to the Companys Current Report on Form 8-K dated
March 16, 2005).4.6
    
    Form of Series A Warrant (incorporated by reference to Exhibit 4.3
to the Companys Current Report on form 8-K/A dated March 21,
2005).4.7
    
    Form of Series B Warrant (incorporated by reference to Exhibit 4.4
to the Companys Current Report on Form 8-K/A dated March 21,
2005).5.1*
    
    Opinion of Vinson & Elkins L.L.P.8.1*
    
    Opinion of Vinson & Elkins L.L.P. as to tax matters.12.1
    
    Statement of Computation of Ratios (incorporated by reference to Exhibit 12.1 to the Companys
Annual Report on Form 10-K dated March 2, 2007).23.1*
    
    Consent of Vinson & Elkins
L.L.P. (included in Exhibit 5.1).23.2*
    
    Consent of PricewaterhouseCoopers
LLP.24.1*
    
    Power of Attorney (included in
signature pages hereto).25.1*
    
    Statement of Eligibility under the Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee of Wells Fargo Bank,
National Association (Form T-1).
 
 *
    
    Filed herewith. II-6