UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                    ____________________

                          FORM 8-K

                       CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities Exchange
                         Act of 1934

        Date of Report (Date of earliest event reported):
             December 22, 2003 (December 17, 2003)
                     ___________________

                    TORCH OFFSHORE, INC.
   (Exact Name of Registrant as Specified in its Charter)

                         000-32855
                  (Commission File Number)

          Delaware                    74-2982117
(State or Other Jurisdiction of     (IRS Employer
Incorporation or Organization)    Identification No.)

       401 Whitney Avenue, Suite 400
             Gretna, Louisiana             70056-2596
(Address of Principal Executive Offices)   (Zip Code)

  Registrant's Telephone Number, Including Area Code:
                       (504) 367-7030


ITEM 5.   OTHER EVENTS.

          On  December 22, 2003, Torch Offshore,  Inc.  (the
          "Company") issued a press release announcing  that
          it  has  refinanced the debt used to  acquire  the
          Midnight  Wrangler with General  Electric  Capital
          Corporation  with  a  secured  term  loan  in  the
          principal amount of $15.0 million. A copy of  this
          press release is furnished as Exhibit 99.1 to this
          report and incorporated by reference herein.

ITEM 7.   FINANCIAL STATEMENTS, PROFORMA FINANCIAL
          INFORMATION AND EXHIBITS.

          (a)  Not applicable.

          (b)  Not applicable.

          (c)  Exhibits.

          The following exhibits are filed herewith:

Exhibit No.                   Description
-----------                   -----------

   99.1     Torch Offshore, Inc. Press Release, dated
            December 22, 2003.

   99.2     Loan Agreement among General Electric Capital
            Corporation, Torch Offshore, L.L.C., Torch
            Offshore, Inc. and Torch Express, L.L.C.


                          SIGNATURE

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

                              TORCH OFFSHORE, INC.


                              By: /s/ ROBERT E. FULTON
Date: December 22, 2003       -------------------------
                              Robert E. Fulton
                              Chief Financial Officer


                      INDEX TO EXHIBITS

Exhibit No.                   Description
-----------                   -----------

   99.1     Torch Offshore, Inc. Press Release, dated
            December 22, 2003.

   99.2     Loan Agreement among General Electric Capital
            Corporation, Torch Offshore, L.L.C., Torch
            Offshore, Inc. and Torch Express, L.L.C.


                                                EXHIBIT 99.1

NEWS RELEASE
For immediate release    Contact: Bob Fulton (1)504-367-7030
to: Analysts, Financial                b.fulton@torchinc.com
Community, Media                Bradley Lowe (1)504-367-7030
                                         b.lowe@torchinc.com

             Torch Offshore Announces Refinancing
                  of Midnight Wrangler Debt

New Orleans, Louisiana USA, December 22, 2003

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced  that it has refinanced the debt used  to  acquire
the  Midnight Wrangler. The Company refinanced the debt with
General  Electric Capital Corporation with  a  secured  term
loan  in the principal amount of $15.0 million. As a  result
of  this refinancing the Company received approximately $6.8
million   which   was   utilized  to  fund   the   Company's
improvements  to  the Midnight Wrangler and other  corporate
purposes.

Lyle  G. Stockstill, Torch Offshore, Inc. Chairman and Chief
Executive  Officer, commented, "This change in  our  capital
structure will assist us in moving forward with our  growth.
We appreciate the confidence this creditor has in the vision
and future of Torch Offshore, Inc."

Established  in  1978, Torch Offshore, Inc. is  involved  in
offshore  pipeline installation and subsea construction  for
the  oil  and natural gas industry. Torch Offshore, Inc.  is
expanding beyond its established shallow water niche  market
in  order to serve the industry's worldwide growing needs in
the deep waters.

Any  statements made in this news release, other than  those
of  historical fact, about an action, event or  development,
which  the  Company hopes, expects, believes or  anticipates
may  or  will  occur  in  the  future,  are  forward-looking
statements  under the Private Securities Litigation  Act  of
1995.  The  forward-looking statements in this news  release
include   statements  about  our  use  of   proceeds.   Such
statements  are  subject to various assumptions,  risks  and
uncertainties,  which  are  specifically  described  in  the
Company's  Annual Report on Form 10-K for  the  fiscal  year
ended  December  31,  2002  filed with  the  Securities  and
Exchange Commission, as well as other factors that  may  not
be  within  the  Company's control, including, specifically,
oil and natural gas commodity prices, weather conditions and
offshore construction activity levels. Although the  Company
believes   its   expectations  are   based   on   reasonable
assumptions,  it  gives  no  assurance  that  the  Company's
assumptions and projections will prove to be correct. Actual
results may differ materially from those projected.


                                                EXHIBIT 99.2

                       LOAN AGREEMENT

     This Loan Agreement (this "Agreement") is effective  as
of  December 17, 2003 by and among GENERAL ELECTRIC  CAPITAL
CORPORATION   ("Lender"),  a  Delaware  corporation,   TORCH
OFFSHORE,  L.L.C.,  a  Delaware limited  liability  company,
TORCH  OFFSHORE,  INC.,  a Delaware  corporation  and  TORCH
EXPRESS, L.L.C., a Louisiana limited liability company  (all
and each of them referred to herein as "Borrower").

     1.    LOAN;  PROMISSORY NOTE; MANDATORY  AND  VOLUNTARY
PREPAYMENT.  (a) Lender hereby agrees, on or before December
31,  2003,  to make a term loan to Borrower in an  aggregate
principal  amount  not  to  exceed Fifteen  Million  Dollars
$15,000,000   (hereinafter,  the  "Loan").    Lender   shall
disburse  the  principal on the Loan on the Acceptance  Date
specified  under the Lender's signature at the end  of  this
Agreement.  Reference is made to the Promissory Note in  the
original  principal  amount  of $15,000,000,  made  by  each
Borrower payable to the order of the Lender in substantially
the form of Exhibit "A" hereto (together with all amendments
and supplements thereto, the "Note").  Borrower promises  to
pay  all amounts due and payable under the Note to the order
of Lender.

     (b)  Borrower shall make mandatory prepayments  of  the
Note,  as  provided therein, in this Agreement  and  in  the
preferred  marine mortgages required hereby.   Borrower  may
voluntarily  prepay  all  or any  portion  of  the  Note  as
provided  in  the Note.  If within three (3)  years  of  the
Acceptance  Date  (i)  an Event of Default  (as  hereinafter
defined) occurs and Lender has elected to accelerate payment
of the Note in accordance with Section 11(b) hereof, or (ii)
Borrower  terminates or prepays all or any  portion  of  the
Note, then without prejudice to any of Lender's other rights
and  remedies  hereunder  or under the  Debt  Documents  (as
hereinafter defined) or at law, Borrower shall be  obligated
to  immediately pay Lender an additional sum as a prepayment
premium equal to the following percentages of the amount pre-
paid:  Prior  to the first annual anniversary  date  of  the
Note:  Two percent (2%); thereafter and prior to the  second
anniversary  of the Note: One percent (1%); and  thereafter,
Zero  percent (0%), plus all other sums due under  the  Note
and the Debt Documents (as hereinafter defined).

     2.    PREFERRED MARINE MORTGAGES, SECURITY  AGREEMENTS,
ASSIGNMENTS  OF INSURANCE POLICIES AND CONTINUING  GUARANTY.
In  connection  with the Note and the above-described  Loan,
Borrower agrees to execute and deliver to Lender one or more
preferred  marine mortgages (collectively, the "Mortgages"),
Master  Security  Agreements  (collectively,  the  "Security
Agreements"),    Assignments    of    Insurance     Policies
(collectively,  the "Assignments"), and Continuing  Guaranty
("Continuing  Guaranty"), under which Torch Express,  L.L.C.
guaranties indebtedness in the original principal amount  of
$9,250,000.00 incurred by Torch Offshore, L.L.C.  to  Lender
on  or about March 21, 2003, each of which shall be in  form
and  substance acceptable to Lender (collectively, the Note,
the Mortgages, the Security Agreements, the Assignments, and
Continuing   Guaranty   as  the   same   may   be   amended,
supplemented, extended or otherwise modified  from  time  to
time  are  referred to as the "Debt Documents").   The  term
"Vessels" as used herein shall refer collectively to all  of
the vessels described in Mortgages and the term "Collateral"
as  used herein shall refer collectively to the "Collateral"
as defined in the Security Agreements.

     3.    TAXES.  Borrower will pay promptly when  due  all
taxes,  assessments and governmental charges upon or against
Borrower or the property or operations of Borrower, in  each
case  before  same  becomes delinquent and before  penalties
accrue thereon, unless and to the extent that same are being
contested in good faith by appropriate proceedings.

     4.    GENERAL INDEMNITY.  Borrower assumes all risk and
liability  for, and shall defend, indemnify and keep  Lender
harmless   on   an  after-tax  basis  from,  any   and   all
liabilities,   obligations,  losses,   damages,   penalties,
claims,  actions,  suits, costs and expenses  (collectively,
the  "Claims"),  including reasonable  attorneys'  fees  and
expenses, of whatsoever kind and nature imposed on, incurred
by  or  asserted against Lender, in any way relating  to  or
arising   out  of  the  manufacture,  purchase,  acceptance,
rejection, ownership, possession, use, selection,  delivery,
operation,  condition, sale, return or other disposition  of
the   Vessels  or  any  part  thereof  (including,   without
limitation,  any claim for latent or other defects,  whether
or  not  discoverable by Borrower or any other  person,  any
claim  for  negligence, tort or strict liability, any  claim
under  any  environmental protection or hazardous waste  law
and   any   claim   for  patent,  trademark   or   copyright
infringement  and INCLUDING ANY AND ALL SUCH CLAIMS  ARISING
AS  A  RESULT OF LENDER'S OWN NEGLIGENCE, but excluding  any
such  Claims caused by Lender's gross negligence or  willful
misconduct).  In  this section, "Lender" also  includes  any
director,  officer, employee, agent, successor or assign  of
Lender.  Borrower's  obligations under  this  section  shall
survive the expiration, cancellation or termination of  this
Agreement.

     5.    FINANCIAL REPORTS.  Borrower agrees to furnish to
Lender:  (a)  as soon as available, and in any event  within
120  days  after the end of each fiscal year of  Borrower  a
balance sheet of Borrower as of the end of such fiscal  year
and  the  related statement of income and retained  earnings
for   such  fiscal  year,  audited  by  independent   public
accountants  of nationally recognized standing  selected  by
Borrower,  all  in  reasonable detail and setting  forth  in
comparative form the corresponding figures for the preceding
fiscal year; (b) all annual financial forecasts presented to
the  board  of directors of Torch Offshore, Inc. ("Parent");
(c)  as  soon as available, and in any event within 45  days
after the end of each of the first three quarters accounting
period in each fiscal year of Borrower, an unaudited balance
sheet  of  Borrower  as of the end of such  period  and  the
related  statement of income and retained earnings for  such
period,  all  in  reasonable detail certified  as  true  and
complete by the president, vice president, controller or the
chief  financial  officer of Borrower; and  (d)  such  other
financial  information  as Lender  may  from  time  to  time
reasonably request including, without limitation,  financial
reports  filed by Borrower with federal or state  regulatory
agencies.  All such financial information shall be  prepared
in  accordance with generally accepted accounting principles
except  for certain adjustments for the quarterly  financial
statements,  and  shall be prepared on  a  consolidated  and
consolidating  basis.  Parent will deliver to Lender  copies
of all Forms 10-K and 10-Q, if any, within 30 days after the
dates  on  which  they  are filed with  the  Securities  and
Exchange Commission.

     6.    NO  CHANGES  IN  BORROWER.   Borrower  shall  not
without the prior written consent of Lender:  (a) liquidate,
dissolve,  terminate or suspend its business or  enter  into
any  management agreements, service agreements or  borrowing
transactions; provided, however, that a Borrower  may  enter
into  management agreements, service agreements or borrowing
transactions with another Borrower without the prior written
consent of Lender; (b) transfer all or any substantial  part
of  its operations or assets outside of the United States of
America (except that the Vessels may be operated outside the
territorial waters of the United States as long  as  covered
by  its insurance trading warranties and in accordance  with
the  requirements of the Mortgages and Security Agreements);
(c) sell, transfer or otherwise dispose of all or a majority
of   its   assets  or  pay  any  cash  dividends  or   other
distributions  of assets to equity holders  in  Borrower  or
make  any  payments in respect of any subordinated debt,  or
redeem   any   common  or  preferred  stock  or   membership
interests,  as applicable, of any Borrower; or  (d)  undergo
any  change  in  the  ownership of membership  interests  or
shares  in Torch Offshore, L.L.C. and Torch Express, L.L.C.,
or  Parent  undergoes any event or series  of  events  as  a
result  of which any "person" or "group" (as such terms  are
used  in  Sections  13(d)(3) and  14(d)  of  the  Securities
Exchange  Act  of  1934,  as  amended,  and  the  rules  and
regulations   promulgated   by   the   Securities   Exchange
Commission  (collectively, the "Exchange  Act"))  (excluding
Parent  or  any Subsidiary (as hereinafter defined))  is  or
becomes, directly or indirectly, the "beneficial owner"  (as
defined  in  Rules 13d-3 and 13d-5 under the  Exchange  Act,
whether  or not applicable) of more than 45% of the combined
voting power of the then outstanding securities entitled  to
vote  generally  in  elections  of  directors,  managers  or
trustees, as applicable, of Parent or any successor  entity;
provided, however, that any Borrower may undergo a change in
ownership  as described in subsection (d) of this section  6
as  long  as  on  the date of such change in  ownership  the
Borrower  makes a mandatory prepayment of the  Note  in  the
amount  of fifty percent (50%) of the Net Sale Proceeds  (as
hereinafter  defined),  which  Lender  may  apply   to   the
remaining  principal  installments due  under  the  Note  in
inverse  order  of maturity and any other amounts  then  due
Lender  in  such order as Lender may elect.  The  term  "Net
Sale  Proceeds" shall mean all amounts received in  exchange
for  the membership interests or shares, as applicable, less
customary  and reasonable costs and expenses  of  sale.   If
Borrower intends to enter into any merger, consolidation  or
similar reorganization (each a "Merger") where Borrower will
not  be  the  surviving business entity, then  (i)  Borrower
agrees that it will notify Lender in writing no less than 30
days  before the intended effective date of such Merger  and
such  notice will include information about the  parties  to
such  Merger, (ii) Borrower agrees that such Merger will  be
subject  to the prior written consent of Lender,  and  (iii)
Lender  agrees that its consent to such Merger will  not  be
unreasonably denied or delayed; provided, if not given in 21
days or less, Lender's consent shall be deemed to be denied.
If  Lender denies its consent (deemed or otherwise)  to  any
Merger  as  described above in this section and if  Borrower
intends  to  complete any such Merger, then  Borrower  shall
prepay its obligations under the Note by paying to Lender on
the  intended effective date of the applicable  Merger  (the
"Merger  Payment Date") the total of the following: (1)  all
accrued interest, taxes, late charges and other amounts then
due and payable under the Note and the other Debt Documents;
plus (2) the remaining principal balance payable by Borrower
under  the Note as of said Merger Payment Date according  to
the  simple  interest  method together  with  any  sales  or
transfer taxes due in connection with such amounts (provided
however,  that no prepayment premium shall accrue under  the
Note  in connection with a prepayment under this Section  of
the Agreement).

     7.   REPRESENTATIONS.  Borrower represents and warrants
that:  (a)  Borrower is duly organized and legally  existing
under the laws of the state set forth above and is qualified
to  do business in and is in good standing under the laws of
each  other  state  in which it conducts its  business;  (b)
Borrower has the power and is duly authorized to enter  into
the Debt Documents and to execute and deliver to Lender, now
and  from  time  to time hereafter, additional  instruments,
resolutions,  agreements and other instruments or  documents
relating to the foregoing agreements; (c) Borrower  has,  by
proper action, authorized and empowered those persons  whose
signatures   appear   in  the  Debt   Documents,   and   any
instruments, documents and exhibits that have been delivered
in  connection herewith, to execute the same for and on  its
behalf;  (d) each of the Debt Document(s) constitute(s)  the
legal,   valid,   and   binding  obligations   of   Borrower
enforceable  in  accordance  with  their  terms,  except  as
limited     by     applicable    bankruptcy,     insolvency,
reorganization,  moratorium or  similar  laws  or  equitable
principles  relating  to  or affecting  the  enforcement  of
creditors'   rights  generally,  and  by   applicable   laws
(including  any  applicable  common  law  and  equity)   and
judicial  decisions  that may affect the  remedies  provided
therein;  (e)  this Agreement and the Note evidence  a  loan
made  primarily  for  business, commercial  or  agricultural
purposes   and  not  primarily  for  personal,  family,   or
household  purposes; (f) Borrower is, and will  continue  to
be,  the  legal  and  beneficial owner of  the  Vessels  (as
applicable),   free  and  clear  of  any  Lien  (hereinafter
defined),  except for the security interest created  by  any
agreement executed by Borrower for the benefit of Lender and
such  Liens  as  are expressly permitted by  the  Mortgages.
"Lien"  means any security interest, lien, mortgage, pledge,
encumbrance, judgment, execution, attachment, warrant, writ,
levy,   other  judicial  process  or  claim  of  any  nature
whatsoever by or of any person; and (g) as of the Acceptance
Date  (i) since Borrower's last audited financial statements
there  has been no material adverse change, individually  or
in  the  aggregate,  in  the business,  financial  or  other
condition  of any Borrower or Borrowers, taken as  a  whole,
the  industry in which any Borrower operates, or the Vessels
subject  to the Mortgages or in the prospects or projections
of  any Borrower or the Borrowers taken as a whole, (ii)  no
litigation  has  commenced  or  been  threatened  which,  if
successful,  would  have a material adverse  impact  on  any
Borrower  or the Borrowers, taken as a whole, any Borrower's
business,  or any Borrower's ability to repay the  Loan,  or
which  would  prevent the transactions contemplated  hereby,
and (iii) since Borrower's June 30, 2003 quarterly financial
statements,  there  has  been no material  increase  in  the
liabilities,  liquidated or contingent, of any  Borrower  or
the  Borrowers, taken as a whole, or a material decrease  in
the assets of any Borrower or Borrowers, taken as a whole.

      8.    FINANCIAL COVENANTS.  (a) Borrower will have and
maintain, as of the end of each fiscal quarter, beginning on
December 31, 2004:

     (1)  minimum EBITDA of $18,500,000.00;

     (2)  minimum Fixed Charge Coverage Ratio of 1.05:1.00;
          and

     (3)  maximum Leverage Ratio as follows:

          Quarterly Test Period                Ratio
          ---------------------                -----
          12/31/04-9/30/05                   5.25:1.00
          12/31/05-9/30/06                   4.75:1.00
          12/31/06-9/30/07                   4.25:1.00
          12/31/07-9/30/08                   3.75:1.00
          12/31/08 and thereafter            3.25:1.00;

     (b)  for  purposes  of  this  Section,  the  following
          definitions shall apply:

     (1)  "Capitalized Lease Obligations" of any Person
          shall mean, as of the date of any determination
          thereof, the amount at which the aggregate rental
          obligations due and to become due under all
          Capitalized Leases under which such person is a
          lessee would be reflected as a liability on a
          balance sheet of such Person as determined in
          accordance with GAAP.

     (2)  "Capitalized Lease" shall mean any lease of
          Property, whether real and/or personal, by a
          Person as lessee which as determined in
          accordance with GAAP is required to be capitalized
          on the balance sheet of such person.

     (3)  "Distribution" in respect of any Person shall mean
          (a) dividends or other distributions of cash,
          stock assets or other property on or in respect of
          any shares of stock, membership interest or other
          equity interest in such person; and (b) the
          redemption, repurchase or other acquisition of any
          shares of stock, membership interest or other
          equity interest in such person or of any warrants,
          rights or other options to purchase any stock,
          membership interest or other equity interest
          (except when solely in exchange for such stock,
          membership interest or other equity interest);
          provided that, the issuance of or granting of
          warrants, rights or other options to purchase
          stock of Borrower shall not be considered a
          Distribution.

     (4)  The term "EBITDA" shall mean the consolidated Net
          Income plus the amount reflected in the financial
          statements of the Borrower as expenses incurred
          for interest, income taxes, state franchise taxes,
          depreciation, amortization of any intangible
          assets, amortization of financing or related fees,
          and non-cash charges.

     (5)  The term "GAAP" shall mean generally accepted
          accounting principles at the time in the United
          States of America.

     (6)  The term "Indebtedness" shall mean, with respect
          to any Person, without duplication, all
          indebtedness, liabilities and obligations of
          such Person, but in any event including, without
          limitation, all (i) obligations of such Person
          for borrowed money or for the deferred purchase
          price of Property or services (including, without
          limitation, all notes payable and all obligations
          evidenced by bonds, debentures, notes or other
          similar instruments), (ii) obligations secured by
          any lien on, or payable out of the proceeds of
          production from, any Property or assets owned by
          such Person, whether or not such Person has
          assumed or become liable for the payment of such
          obligations, (iii) indebtedness, liabilities and
          obligations of third parties, including joint
          ventures and partnerships of which such Person
          is a venturer or general partner, recourse to
          which may be had against such Person, (iv)
          obligations created or arising under any
          conditional sale or other title retention
          agreement with respect to Property acquired by
          such Person, notwithstanding the fact that the
          rights and remedies of the seller, lender or
          lessor under such agreement in the event of
          default are limited to repossession or sale of
          such Property, (v) Capitalized Lease Obligations
          of such Person,(vi) all accounts payables of such
          Person, (vii) all indebtedness, liabilities and
          obligations of such Person under guarantees, and
          (viii) all obligations of such Person, contingent
          or otherwise, relative to the face amount of
          letters of credit (as may be reduced pursuant to
          their terms), whether or not drawn.

     (7)  The term "Net Income" shall mean, for the period
          in question, the after-tax net income or loss of
          Borrower as reflected in the financial statements
          of the Borrower for the relevant period, but
          excluding in any event the following to the extent
          included in the computation of net income on such
          financial statements: (i) any gains or losses
          resulting from any reappraisal, revaluation or
          write-up or write-down of assets; (ii) any equity
          of Borrower in the undistributed earnings of any
          corporation which is not a Subsidiary and is
          accounted for on the equity method; (iii) gains or
          losses from the acquisition or disposition of
          investments; (iv) gains from the retirement or
          extinguishment of any Indebtedness; (v) gains on
          collections from insurance policies or settlements
          (net of premiums paid or other expenses incurred
          with respect to such gains during the fiscal
          period in which the gain occurs, to the extent
          such premiums or other expenses are not already
          reflected in Net Income for such period); (vi) any
          gains or losses during such period from any change
          in accounting principles, from any discontinued
          operations or the disposition thereof or from any
          prior period adjustments; and (vii) any
          extraordinary gains or losses; all determined on a
          consolidated basis in accordance with GAAP.

     (8)  The term "Fixed Charge Coverage Ratio" shall mean
          the ratio of (a) EBITDA minus (i) capital
          expenditures for maintenance of equipment and
          facilities and (ii) dry docking costs incurred in
          the ordinary course of business, to (b) Fixed
          Charges.

     (9)  The term "Fixed Charges" shall mean Scheduled
          Principal Payments plus (a) interest, income
          taxes, state franchise taxes, paid in cash, and
          (b) cash Distributions.

     (10) The term "Leverage Ratio" shall mean the ratio
          of Indebtedness to EBITDA.

     (11) The term "Person" shall mean any individual,
          sole proprietorship, partnership, joint venture,
          trust, unincorporated organization, association,
          corporation, limited liability company,
          institution, entity or government (whether
          national, federal, state, county, city, municipal
          or otherwise, including, without limitation, any
          instrumentality, division, agency, body or
          department thereof).

     (12) The term "Property" shall mean any interest in
          any kind of property or asset, whether real,
          personal or mixed, or tangible or intangible.
          "Properties" shall mean the plural of Property.

     (13) The term "Scheduled Principal Payments" shall
          mean, for the period in question, without
          duplication, all scheduled principal payments of
          Borrower on Indebtedness for the applicable
          period, all determined on a consolidated basis
          as determined in accordance with GAAP; provided
          that any balloon principal payment on Indebtedness
          of Borrower which is extended to a maturity date
          beyond the applicable period shall not be included
          in the calculation of Scheduled Principal
          Payments.

     (14) The term "Subsidiary" shall mean (a) any
          corporation of which more than fifty percent
          (50%) of the issued and outstanding capital stock
          entitled to vote for the election of directors is
          at the time owned directly or indirectly by
          Borrower and/or any one or more Subsidiaries, or
          (b) any partnership, limited liability company,
          business trust, or any other similar entity of
          which more than fifty percent (50%) of the voting
          interests is at the time owned directly or
          indirectly by Borrower and/or any one or more
          Subsidiaries, and specifically including, but not
          limited to, Torch Offshore, L.L.C., a Delaware
          limited liability company, Torch Express, L.L.C.,
          a Louisiana limited liability company, and Torch
          Deepwater, Inc., a Louisiana corporation.

      Borrower  covenants and agrees that, so  long  as  any
portion  of  the  Loan  remains  outstanding  Borrower  will
deliver  to Lender simultaneously with the delivery of  each
set of financial statements of Borrower referred to above, a
certificate  of  Borrower's  Chief  Financial   Officer   in
substantially the form of Exhibit "B" hereto, accompanied by
supporting  financial  worksheets  where  appropriate,   (A)
evidencing   Borrower's  compliance   with   the   financial
covenants  contained in this Section 8 as  calculated  on  a
consolidated  basis for Borrower and its  Subsidiaries,  and
(B)  stating  whether  there exists  on  the  date  of  such
certificate any Event of Default, and if an Event of Default
then  exists,  setting forth the details  thereof   and  the
action  which  Borrower is taking or proposes to  take  with
respect thereto.

     9.      OTHER   DOCUMENTS;   EXPENSES;   CLOSING   FEE;
APPOINTMENT    OF    ATTORNEY-IN-FACT.    Borrower    hereby
irrevocably  appoints Lender and any designee of  Lender  as
Borrower's  attorney  in fact, with full  authority  in  the
place  and stead of Borrower, from time to time in  Lender's
discretion upon the occurrence and during the continuance of
an  Event of Default, to take any action and to execute  any
instrument  which  Lender may deem reasonably  necessary  or
advisable  to  accomplish the purposes  of  this  Agreement.
Borrower  shall pay upon Lender's request any  out-of-pocket
costs  and  expense paid or incurred by Lender in connection
with  this  Agreement  or the funding and  closing  of  this
Agreement  and  the Loan.  In addition, Borrower  shall  pay
Lender on the Acceptance Date a Closing Fee in the amount of
$150,000,  plus all attorneys,' consultants' and  surveyors'
fees  incurred by the Lender in connection with  making  the
Loan.   Borrower  authorizes Lender and Lender's  agents  to
correct any typographical errors in Borrower's name  in  any
documents  to be filed in public records and to conform  the
dates  of  this  Agreement,  the Note,  the  Mortgages,  the
Security   Agreements  and/or  any  document   executed   in
connection therewith.

     10.   EVENTS OF DEFAULT.  Each of the following  events
shall  constitute an "Event of Default" hereunder and  under
the Debt Documents: (a) Borrower fails to pay any amount due
under  the  Note  when  due, subject  to  the  grace  period
provided  in  the Note; or (b) there shall be  an  event  of
default  under  any of the Debt Documents; or  (c)  Borrower
fails to pay any amount due under this Agreement within  ten
(10)  days  of request by Lender; or (d) Borrower  fails  to
perform  or  observe  any of its other obligations  in  this
Agreement  for  more  than  30 days  after  Lender  notifies
Borrower of such failure; or (e) Borrower defaults (and such
default shall not have been waived or cured) in the payment,
performance or observance of any obligation under any  loan,
credit  agreement  or  lease in  which  Lender,  the  parent
company of Lender, or any subsidiary (direct or indirect) of
Lender  (or  its successors or assigns) is the  creditor  or
lessor,  including, without limitation, all  obligations  of
the  Borrower under that certain Loan Agreement dated  March
21,  2003, as amended by Waiver and Amendment No. 1  thereto
dated August 12, 2003 as amended by Waiver and Amendment No.
2  thereto  dated November 11, 2003, as same may be  amended
and/or  replaced from time to time including, or  under  any
note,  mortgage,  security agreement or  guaranty  described
therein;  or  (f) Borrower defaults (and such default  shall
not  have  been waived or cured) in the payment, performance
or observance of any obligation under any other loan, credit
agreement  or  lease; (g) any statement,  representation  or
warranty  made  by  Borrower in this  Agreement  or  in  any
document,  certificate or financial statement in  connection
with this Agreement, including the Debt Documents, proves at
any  time  to have been untrue or misleading in any material
respect  as  of the time when made; or (h) Borrower  becomes
insolvent  or bankrupt, or Borrower admits its inability  to
pay  its  debts  as  they  mature,  or  Borrower  makes   an
assignment for the benefit of creditors, or Borrower applies
for,  institutes  or  consents  to  the  appointment  of   a
receiver,  trustee or similar official for Borrower  or  any
substantial  part  of its respective property  or  any  such
official  is  appointed without the consent of Borrower,  or
Borrower  applies  for,  institutes  or  consents   to   any
bankruptcy,  insolvency,  reorganization,  debt  moratorium,
liquidation  or similar proceeding relating to  Borrower  or
any  substantial part of its respective property  under  the
laws   of  any  jurisdiction  or  any  such  proceeding   is
instituted  against Borrower without stay or  dismissal  for
more  than  30 days, or Borrower commences any act amounting
to  a  business failure or a winding up of its  affairs,  or
Borrower  ceases to do business as a going concern;  or  (i)
any  of  the  Mortgages shall be declared to be null,  void,
invalid or unenforceable by Borrower; or (j) there shall  be
any  change  in  the  ownership of membership  interests  or
shares in Torch Offshore, L.L.C. or Torch Express, L.L.C. or
Parent shall undergo any event described in Section 6(d)  of
this  Agreement; or (l) Borrower defaults (and such  default
shall  not  have  been  waived or  cured)  in  the  payment,
performance  or  observance  of any  obligation  under  that
certain  Credit Agreement, as amended by the First Amendment
to  Credit  Agreement effective as of  April  23,  2003,  as
further amended by the Waiver and Second Amendment to Credit
Agreement  dated on or about August 8, 2003 and  the  Waiver
and  Third Amendment to Credit Agreement dated on  or  about
November   7,  2003  ("Credit  Agreement"),  by  and   among
Borrower,  Regions  Bank (as Agent)  and  Regions  Bank  and
Export  Development  Canada (as Lenders),  as  same  may  be
amended and/or replaced from time to time.

     11.   RIGHTS  UPON  DEFAULT.  If any Event  of  Default
exists, Lender may exercise in any order one or more of  the
remedies  described  in the lettered subparagraphs  of  this
section, and Borrower shall perform its obligations  imposed
thereby:

     (a)    Lender  may  require  Borrower  to  perform  any
obligation required to be performed under the Mortgages, the
Security  Agreements, and the other documents evidencing  or
securing the Loan.

     (b)  Lender may require Borrower to pay to Lender on  a
date  specified  by  Lender,  (i)  all  accrued  and  unpaid
interest,  late  charges and other amounts  due  under  this
Agreement  and  the  Note, as of such date,  plus  (ii)  the
remaining  principal balance due under the Note as  of  such
date,  plus (iii) interest at the Overdue Rate on the  total
of  the foregoing ("Overdue Rate" means an interest rate per
annum  equal to the greater of 18% per annum or 2% over  the
Interest  Rate (as defined in the Note), but not  to  exceed
the  highest rate permitted by applicable law). If an  Event
of  Default  under  Section 10(h) of this Agreement  exists,
then Borrower will be automatically liable to pay Lender the
foregoing  amounts as of the next installment  payment  date
under the Note unless Lender otherwise elects in writing.

     (c)   Borrower shall pay all reasonable costs, expenses
and  damages  incurred by Lender because  of  the  Event  of
Default  or  its  actions  under  this  section,  including,
without  limitation any reasonable collection agency  and/or
attorneys' fees incurred in collection efforts.

     (d)   Lender  may sue to enforce Borrower's performance
of  its obligations under the Note and this Agreement and/or
may  exercise  any other right or remedy then  available  to
Lender under the Debt Documents, at law or in equity.

     Except as otherwise expressly required by the terms  of
this  Agreement or the Debt Documents or by applicable  law,
Lender  is  not required to take any legal process  or  give
Borrower  any  notice before exercising  any  of  the  above
remedies.   If Lender is required to give notice,  ten  (10)
calendar  days  advance  notice is reasonable  notification.
None  of  the  above  remedies is  exclusive,  but  each  is
cumulative and in addition to any other remedy available  to
Lender. Lender's exercise of one or more remedies shall  not
preclude  its exercise of any other remedy. No action  taken
by Lender shall release Borrower from any of its obligations
to  Lender.  No delay or failure on the part  of  Lender  to
exercise  any  right  hereunder shall operate  as  a  waiver
thereof,  nor as an acquiescence in any default,  nor  shall
any  single  or partial exercise of any right  preclude  any
other  exercise thereof or the exercise of any other  right.
After  any  default, Lender's acceptance of any  payment  by
Borrower  under this Agreement or any of the Debt Documents,
or  any  related agreement shall not constitute a waiver  by
Lender of such default, regardless of Lender's knowledge  or
lack of knowledge at the time of such payment, and shall not
constitute a reinstatement of this Agreement, or any of  the
Debt  Documents, or any related agreement if this  Agreement
has  been  declared in default by Lender, unless Lender  has
agreed  in writing to reinstate this Agreement and to  waive
the default.

     12.  LATE CHARGES.  If any installment payment or other
amount  payable  under this Agreement,  the  Mortgages,  the
Security Agreements, or the Note is not paid within ten days
of its due date, then as compensation for the administration
and  enforcement  of Borrower's obligation  to  make  timely
payments,  Borrower shall pay with respect to  each  overdue
payment  on demand interest at the Overdue Rate (as  defined
in  clause (b) of Section 11 hereof) on each overdue payment
for  the  time  period from the due date until such  overdue
payment is made.

     13.   LENDER'S RIGHT TO PERFORM.  If Borrower fails  to
make  any  payment under this Agreement or any of  the  Debt
Documents,  or fails to perform any of its other obligations
in  this  Agreement or any of the Debt Documents (including,
without  limitation,  its  agreement  to  provide  insurance
coverage),  Lender may itself make such payment  or  perform
such  obligation,  and the amount of such  payment  and  the
amount of the expenses of Lender incurred in connection with
such payment or performance shall be deemed to be additional
principal  under the Note which is payable  by  Borrower  on
demand.

     14.   NOTICES;  POWER OF ATTORNEY.   (a)  All  notices,
requests  and  other communications hereunder  shall  be  in
writing  and  shall  be sufficient if delivered  in  person,
telegraphed,   telefaxed,  telecopied,   cabled,   sent   by
overnight  courier or sent by registered or certified  mail,
return  receipt  requested, postage  prepaid  to  Lender  or
Borrower, as follows:

     Lender:        General Electric Capital Corporation
                    401 Merritt Seven, 2nd Floor
                    Norwalk, CT 06856
                    Attn:     Portfolio Manager
                    Fax No. (203) 229-1980

                    With a copy to:

                    General Electric Capital Corporation
                    8400 Normandale Lake Boulevard
                    Suite 470
                    Minneapolis, MN 55437
                    Attn:     Risk Analyst
                    Fax No.: (952) 897-5601

     Borrower:      Torch Offshore, L.L.C.
                    c/o Torch Offshore, Inc.
                    401 Whitney Avenue
                    Suite 400
                    Gretna, Louisiana 70056
                    Attn:  Chief Financial Officer
                    Fax No.: (504) 367-7075

                    Torch Offshore, Inc.
                    401 Whitney Avenue
                    Suite 400
                    Gretna, Louisiana  70056
                    Attn:  Chief Financial Officer
                    Fax No.: (504) 367-7075

                    Torch Express, L.L.C.
                    c/o Torch Offshore, Inc.
                    401 Whitney Avenue
                    Suite 400
                    Gretna, Louisiana  70556
                    Attn:  Chief Financial Officer
                    Fax No.: (504) 367-7075

Any such notice mailed to such address shall be effective
upon its delivery to the applicable party. (b) With respect
to any power of attorney covered by this Agreement or any of
the Debt Documents, the powers conferred on Lender thereby:
are powers coupled with an interest; are irrevocable; are
solely to protect Lender's interests under this Agreement;
and do not impose any duty on Lender to exercise such
powers. Lender shall be accountable solely for amounts it
actually receives as a result of its exercise of such
powers.

     15.   PARTICIPATION AND ASSIGNMENT BY  LENDER.   Lender
may,  without  the consent of or notice to the Borrower,  in
the  ordinary course of its commercial banking business  and
in  accordance with applicable law, at any time sell to  one
or    more   banks   or   other   entities   ("Participant")
participating interests in any Loan or any other interest of
Lender  hereunder and under any documents  relating  to  the
Loan  ("Loan Documents").  In the event of any such sale  by
Lender   of  a  participating  interest  to  a  Participant,
Lender's  obligations  under this  Agreement  to  the  other
parties  to  this  Agreement shall remain unchanged,  Lender
shall remain solely responsible for the performance thereof,
Lender  shall  remain the holder of any such  Loan  for  all
purposes  under this Agreement and the other Loan Documents,
and  the Borrower shall continue to deal solely and directly
with   Lender  in  connection  with  Lender's   rights   and
obligations  under  this  Agreement  and  the   other   Loan
Documents.   Borrower  agrees that  if  amounts  outstanding
under  this Agreement are due or unpaid, or shall have  been
declared  or  shall  have become due and  payable  upon  the
occurrence  of an Event of Default, each Participant  shall,
to the maximum extent permitted by applicable law, be deemed
to  have the right of setoff in respect of its participating
interest  in amounts owing under this Agreement to the  same
extent  as if the amount of its participating interest  were
owing directly to it as Lender under this Agreement.

     Borrower   authorizes  Lender  to   disclose   to   any
Participant  and  any prospective Participant  any  and  all
financial  information  in  Lender's  possession  concerning
Borrower which has been delivered to Lender by or on  behalf
of the Borrower pursuant to this Agreement or which has been
delivered  to  Lender by or on behalf  of  the  Borrower  in
connection with Lender's credit evaluation of Borrower prior
to becoming a party to this Agreement.

     In  addition, all rights of Lender hereunder and  under
the  Debt  Documents, and in the Vessels  may  be  assigned,
pledged,  mortgaged,  transferred or otherwise  disposed  in
whole or in part, without notice to Borrower; provided that,
Borrower  shall not be under any obligation to any  assignee
of  Lender  except upon receipt of written  notice  of  such
assignment from Lender. Upon notice to Borrower of any  such
assignment,  the principal, interest and other sums  payable
by Borrower hereunder and under the Debt Documents which are
the  subject matter of the assignment shall be  paid  to  or
upon  the  written order of the assignee; provided that,  no
such  assignment of Lender's rights shall alter in  any  way
the obligations of Borrower under this Agreement or the Debt
Documents.   No such assignee shall be obligated to  perform
any duty, covenant or condition required to be performed  by
Lender  under the terms of this Agreement or under the  Debt
Documents  unless  such  assignee  expressly  assumes   such
obligation,  and,  if all of Lender's obligations  hereunder
and  thereunder  are assumed by such assignee,  then  Lender
shall  be  relieved of any further liability  hereunder  and
thereunder. Any such assignee upon assignment and assumption
of  this  Agreement shall become the "Lender" hereunder  and
shall  have all rights, powers and remedies given to  Lender
by this Agreement and the Debt Documents, and shall be named
as  loss  payee or additional insured under all policies  of
insurance  maintained  by  the  Borrower  pursuant  to   the
Mortgages  and  Security  Agreements.  Borrower  agrees   to
execute  related acknowledgements and other  documents  that
may be reasonably requested by Lender or any assignee.

     16.   NO  ASSIGNMENT OR LEASING BY BORROWER.   BORROWER
SHALL  NOT, DIRECTLY OR INDIRECTLY, MORTGAGE, ASSIGN,  SELL,
TRANSFER,  OR  OTHERWISE DISPOSE OF  ANY  INTEREST  IN  THIS
AGREEMENT,  THE NOTE, THE MORTGAGES, THE SECURITY AGREEMENTS
OR  THE  VESSELS,  OR  ANY  PART THEREOF,  EXCEPT  FOR  TIME
CHARTERS OF THE VESSELS ENTERED INTO IN THE ORDINARY  COURSE
OF  BORROWER'S  BUSINESS AND PURSUANT TO THE  TERMS  OF  THE
MORTGAGES.

     17.  DEFINITIONS.  All terms defined herein are equally
applicable  to  both the singular and plural  form  of  such
terms.

     18.   CONDITIONS.  Lender is not obligated to make  any
loan  or disburse any principal hereunder unless: (a) Lender
has  received  evidence of all required  insurance;  (b)  in
Lender's  sole judgment, there has been no material  adverse
change  in  the financial condition or business of Borrower;
(c)  Borrower  has  signed  and  delivered  to  Lender  this
Agreement and the Note and Lender has received and  accepted
the same; (d) Lender has received resolutions or appropriate
authorization and incumbency certificates from Borrower, all
of  which  shall  be  satisfactory to  Lender  in  form  and
substance;  (e)  Lender  has  received  satisfactory  United
States  Coast  Guard lien searches and Republic  of  Vanuatu
Certificates  of Ownership and Encumbrance,  as  applicable,
and Uniform Commercial Code lien searches of state and local
lien records on the Vessels and the Borrower; (f) Lender has
received terminations or releases of lien in recordable form
from all creditors with a lien on any part of the Vessels as
shown  in  United States Coast Guard, Republic  of  Vanuatu,
state  or local lien records; (g) Lender has received copies
of  documentation satisfactory to Lender that evidences that
Borrower possesses good and marketable title to the  Vessels
free  and  clear of any liens other than liens in  favor  of
Lender  or  liens to be released contemporaneously herewith;
(h)   Lender  has  received  such  documentation  as  Lender
reasonably  requests  regarding  the  documentation  of  the
Vessels  with the United States Coast Guard or the  Republic
of   Vanuatu,  as  applicable,  and  the  recording  of  the
Mortgages with the United States Coast Guard or the Republic
of  Vanuatu, as applicable; and (i) Lender has received,  in
form  and  substance  satisfactory  to  Lender,  such  other
documents   and  information  as  Lender  shall   reasonably
request.

     19.  USURY.  It is not the intention of the parties  to
this  Agreement or the Debt Documents to make  an  agreement
violative   of  the  laws  of  any  applicable  jurisdiction
relating  to  usury  ("Usury  Laws").   Regardless  of   any
provision  in  this Agreement or the Debt Documents,  Lender
shall  not  be  entitled to receive, collect  or  apply,  as
interest  on any indebtedness, any amount in excess  of  the
Maximum  Amount  (the "Excess").  As used  herein,  "Maximum
Amount" shall mean the maximum amount of interest that would
have   accrued  if  the  unpaid  principal  amount  of   the
indebtedness  outstanding  from  time  to  time  had   borne
interest  each  day at the maximum amount of  interest  that
Lender is permitted to charge on the indebtedness under  the
Usury Laws.  If Lender ever receives, collects or applies as
interest  any Excess, such Excess shall be deemed a  partial
repayment of principal and treated hereunder as such; and if
principal  is  paid in full, any remaining Excess  shall  be
paid to Borrower. In determining whether or not the interest
paid  or payable under any specific contingency exceeds  the
Maximum  Amount, Borrower and Lender shall, to  the  maximum
extent permitted under the Usury Laws, (i) characterize  any
nonprincipal  payment as an expense, fee or  premium  rather
than as interest, (ii) exclude voluntary prepayments and the
effect  thereof, and (iii) amortize, prorate,  allocate  and
spread   in  equal  parts,  the  total  amount  of  interest
throughout  the entire contemplated term of the indebtedness
so  that the interest rate is uniform throughout the  entire
term  of the indebtedness; provided that if the indebtedness
is paid and performed in full prior to the full contemplated
term  thereof, and if the interest received for  the  actual
period  of  existence  thereof exceeds the  Maximum  Amount,
Lender  shall refund to Borrower the Excess, and such  event
shall  not be subject to any penalties provided by the Usury
Laws.

     20.   GOVERNING LAW.  THE INTERPRETATION,  CONSTRUCTION
AND VALIDITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.

     21.   MISCELLANEOUS.   (a) Subject to  the  limitations
herein,  this Agreement shall be binding upon and  inure  to
the  benefit  of  the  parties hereto and  their  respective
heirs,  administrators, successors  and  assigns.  (b)  This
Agreement  may  be  executed in any number of  counterparts,
which  together  shall constitute a single  instrument.  (c)
Section  and  paragraph headings in this Agreement  are  for
convenience  only and have no independent meaning.  (d)  The
terms  of this Agreement shall be severable and if any  term
thereof  is  declared  unconscionable, invalid,  illegal  or
void, in whole or in part, the decision so holding shall not
be  construed as impairing the other terms of this Agreement
and  this Agreement shall continue in full force and  effect
as  if  such  invalid, illegal, void or unconscionable  term
were  not  originally  included herein.  (e)  All  indemnity
obligations  of Borrower under this Agreement  or  the  Debt
Documents and all rights, benefits and protections  provided
to   Lender  by  warranty  disclaimers  shall  survive   the
cancellation, expiration or termination of this Agreement or
the  Debt  Documents.  (f) Lender shall  not  be  liable  to
Borrower for any indirect, consequential or special  damages
for  any  reason  whatsoever.  (g)  This  Agreement  may  be
amended,  but  only  by a written amendment  signed  by  the
parties hereto. (h) EXCEPT FOR THE DEBT DOCUMENTS AND EXCEPT
FOR  ANY OTHER WRITTEN INSTRUMENTS SIGNED BY THE PARTIES  TO
BE  BOUND, THIS AGREEMENT REPRESENTS THE FINAL, COMPLETE AND
ENTIRE  AGREEMENT BETWEEN THE PARTIES HERETO, AND THERE  ARE
NO  ORAL OR UNWRITTEN AGREEMENTS OR UNDERSTANDINGS AFFECTING
THIS  AGREEMENT  OR  THE VESSELS. (i) Borrower  agrees  that
Lender  is not the agent of any manufacturer or supplier  of
the  Vessels,  that no such manufacturer or supplier  is  an
agent  of  Lender, and that any representation, warranty  or
agreement  made  by any such manufacturer,  supplier  or  by
their  employees, sales representatives or agents shall  not
be binding on Lender.

      22.   PROHIBITION  OF FUNDAMENTAL  CHANGES.   Borrower
shall  not,  without  the prior written  consent  of  Lender
engage  in  any business activities substantially  different
that  those  in  which the Borrower are  presently  engaged.
Parent  shall  not  , without the prior written  consent  of
Lender pay any dividends or distributions on Parent's  stock
(other  than  dividends  payable in the  Parent's  stock  or
membership  interests) or purchase  or  retire  any  of  the
Parent's  outstanding shares or alter or amend the  Parent's
capital structure; provided, that the Parent may, as long as
no  Default has occurred and is continuing, make investments
in any other Borrower and any Borrower other than Parent may
pay dividends or distributions  to Parent.

     23.   FLAG;  HAILING PORT.  Without the  prior  written
consent of Lender, Borrower shall not change the flag of the
Vessels.  In addition, without the prior written consent  of
Lender, Borrower shall not change the name of the Vessels or
the  hailing port and port of documentation of the  Vessels,
and  any such written consent to any one change of the  name
of  the Vessels or the hailing port or port of documentation
shall not be construed to be a waiver of this provision with
respect to any subsequent proposed change of the name of the
Vessels or the hailing port or port of documentation.

THE  PARTIES  IRREVOCABLY CONSENT TO  THE  JURISDICTION  AND
VENUE OF ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY, CITY
OF NEW YORK.

BORROWER HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A  JURY
TRIAL  OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT  OF,  DIRECTLY  OR INDIRECTLY, THE DEBT  DOCUMENTS,  ANY
AMOUNTS  SECURED THEREBY, ANY DEALINGS BETWEEN BORROWER  AND
LENDER  RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT  OR
ANY  RELATED  TRANSACTIONS.  THE SCOPE  OF  THIS  WAIVER  IS
INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT
MAY  BE  FILED IN ANY COURT (INCLUDING, WITHOUT  LIMITATION,
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER  COMMON  LAW AND STATUTORY CLAIMS).   THIS  WAIVER  IS
IRREVOCABLE,  MEANING  THAT IT MAY NOT  BE  MODIFIED  EITHER
ORALLY  OR  IN  WRITING, AND THE WAIVER SHALL APPLY  TO  ANY
SUBSEQUENT    AMENDMENTS,    RENEWALS,    SUPPLEMENTS     OR
MODIFICATIONS  TO THIS AGREEMENT, OR TO ANY OTHER  DOCUMENTS
OR  GUARANTY  RELATING  TO  THIS AGREEMENT  OR  ANY  OF  THE
TRANSACTIONS   CONTEMPLATED  HEREBY.   IN   THE   EVENT   OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT
TO A TRIAL BY THE COURT.

     EXECUTED as of the date first set forth above.

TORCH OFFSHORE, L.L.C.
(Borrower)

By:  Torch Offshore, Inc., its sole member

     By: -------------------------------------------
          Robert E. Fulton, Chief Financial Officer

TORCH OFFSHORE, INC.
(Borrower)

By: -------------------------------------------
     Robert E. Fulton, Chief Financial Officer

TORCH EXPRESS, L.L.C.
(Borrower)

By:  Torch Offshore, Inc., its sole member

     By: -------------------------------------------
          Robert E. Fulton, Chief Financial Officer

GENERAL ELECTRIC CAPITAL CORPORATION

By: -------------------------------------------

Acceptance Date:  -----------------------------


                                           EXHIBIT A

                   FORM OF PROMISSORY NOTE


                       [See attached.]




                                           EXHIBIT B

               FORM OF COMPLIANCE CERTIFICATE


                       [See attached.]
[{"type": "8-K", "sequence": "1", "filename": "wrangler8k.txt", "description": "WRANGLER REFINANCE FORM 8-K", "secsgml_size_bytes": 56949}]
{"company-data": {"conformed-name": "TORCH OFFSHORE INC", "cik": "0001129650", "assigned-sic": "1389", "irs-number": "742982117", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32855", "film-number": "031066979"}, "business-address": {"street1": "401 WHITNEY AVENUE", "street2": "SUITE 400", "city": "GRETNA", "state": "LA", "zip": "70056", "phone": "5043677030"}, "mail-address": {"street1": "401 WHITNEY AVENUE", "street2": "SUITE 400", "city": "GRETNA", "state": "LA", "zip": "70056"}, "former-company": {"former-conformed-name": "TORCH OFFSHORE INC", "date-changed": "20001207"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                    ____________________

                          FORM 8-K

                       CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities Exchange
                         Act of 1934

        Date of Report (Date of earliest event reported):
             December 22, 2003 (December 17, 2003)
                     ___________________

                    TORCH OFFSHORE, INC.
   (Exact Name of Registrant as Specified in its Charter)

                         000-32855
                  (Commission File Number)

          Delaware                    74-2982117
(State or Other Jurisdiction of     (IRS Employer
Incorporation or Organization)    Identification No.)

       401 Whitney Avenue, Suite 400
             Gretna, Louisiana             70056-2596
(Address of Principal Executive Offices)   (Zip Code)

  Registrant's Telephone Number, Including Area Code:
                       (504) 367-7030

ITEM 5.   OTHER EVENTS.

          On  December 22, 2003, Torch Offshore,  Inc.  (the
          "Company") issued a press release announcing  that
          it  has  refinanced the debt used to  acquire  the
          Midnight  Wrangler with General  Electric  Capital
          Corporation  with  a  secured  term  loan  in  the
          principal amount of $15.0 million. A copy of  this
          press release is furnished as Exhibit 99.1 to this
          report and incorporated by reference herein.

ITEM 7.   FINANCIAL STATEMENTS, PROFORMA FINANCIAL
          INFORMATION AND EXHIBITS.

          (a)  Not applicable.

          (b)  Not applicable.

          (c)  Exhibits.

          The following exhibits are filed herewith:

Exhibit No.                   Description
-----------                   -----------

   99.1     Torch Offshore, Inc. Press Release, dated
            December 22, 2003.

   99.2     Loan Agreement among General Electric Capital
            Corporation, Torch Offshore, L.L.C., Torch
            Offshore, Inc. and Torch Express, L.L.C.

                          SIGNATURE

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

                              TORCH OFFSHORE, INC.

                              By: /s/ ROBERT E. FULTON
Date: December 22, 2003       -------------------------
                              Robert E. Fulton
                              Chief Financial Officer

                      INDEX TO EXHIBITS

Exhibit No.                   Description
-----------                   -----------

   99.1     Torch Offshore, Inc. Press Release, dated
            December 22, 2003.

   99.2     Loan Agreement among General Electric Capital
            Corporation, Torch Offshore, L.L.C., Torch
            Offshore, Inc. and Torch Express, L.L.C.

                                                EXHIBIT 99.1

NEWS RELEASE
For immediate release    Contact: Bob Fulton (1)504-367-7030
to: Analysts, Financial                b.fulton@torchinc.com
Community, Media                Bradley Lowe (1)504-367-7030
                                         b.lowe@torchinc.com

             Torch Offshore Announces Refinancing
                  of Midnight Wrangler Debt

New Orleans, Louisiana USA, December 22, 2003

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced  that it has refinanced the debt used  to  acquire
the  Midnight Wrangler. The Company refinanced the debt with
General  Electric Capital Corporation with  a  secured  term
loan  in the principal amount of $15.0 million. As a  result
of  this refinancing the Company received approximately $6.8
million   which   was   utilized  to  fund   the   Company's
improvements  to  the Midnight Wrangler and other  corporate
purposes.

Lyle  G. Stockstill, Torch Offshore, Inc. Chairman and Chief
Executive  Officer, commented, "This change in  our  capital
structure will assist us in moving forward with our  growth.
We appreciate the confidence this creditor has in the vision
and future of Torch Offshore, Inc."

Established  in  1978, Torch Offshore, Inc. is  involved  in
offshore  pipeline installation and subsea construction  for
the  oil  and natural gas industry. Torch Offshore, Inc.  is
expanding beyond its established shallow water niche  market
in  order to serve the industry's worldwide growing needs in
the deep waters.

Any  statements made in this news release, other than  those
of  historical fact, about an action, event or  development,
which  the  Company hopes, expects, believes or  anticipates
may  or  will  occur  in  the  future,  are  forward-looking
statements  under the Private Securities Litigation  Act  of
1995.  The  forward-looking statements in this news  release
include   statements  about  our  use  of   proceeds.   Such
statements  are  subject to various assumptions,  risks  and
uncertainties,  which  are  specifically  described  in  the
Company's  Annual Report on Form 10-K for  the  fiscal  year
ended  December  31,  2002  filed with  the  Securities  and
Exchange Commission, as well as other factors that  may  not
be  within  the  Company's control, including, specifically,
oil and natural gas commodity prices, weather conditions and
offshore construction activity levels. Although the  Company
believes   its   expectations  are   based   on   reasonable
assumptions,  it  gives  no  assurance  that  the  Company's
assumptions and projections will prove to be correct. Actual
results may differ materially from those projected.

                                                EXHIBIT 99.2

                       LOAN AGREEMENT

     This Loan Agreement (this "Agreement") is effective  as
of  December 17, 2003 by and among GENERAL ELECTRIC  CAPITAL
CORPORATION   ("Lender"),  a  Delaware  corporation,   TORCH
OFFSHORE,  L.L.C.,  a  Delaware limited  liability  company,
TORCH  OFFSHORE,  INC.,  a Delaware  corporation  and  TORCH
EXPRESS, L.L.C., a Louisiana limited liability company  (all
and each of them referred to herein as "Borrower").

     1.    LOAN;  PROMISSORY NOTE; MANDATORY  AND  VOLUNTARY
PREPAYMENT.  (a) Lender hereby agrees, on or before December
31,  2003,  to make a term loan to Borrower in an  aggregate
principal  amount  not  to  exceed Fifteen  Million  Dollars
$15,000,000   (hereinafter,  the  "Loan").    Lender   shall
disburse  the  principal on the Loan on the Acceptance  Date
specified  under the Lender's signature at the end  of  this
Agreement.  Reference is made to the Promissory Note in  the
original  principal  amount  of $15,000,000,  made  by  each
Borrower payable to the order of the Lender in substantially
the form of Exhibit "A" hereto (together with all amendments
and supplements thereto, the "Note").  Borrower promises  to
pay  all amounts due and payable under the Note to the order
of Lender.

     (b)  Borrower shall make mandatory prepayments  of  the
Note,  as  provided therein, in this Agreement  and  in  the
preferred  marine mortgages required hereby.   Borrower  may
voluntarily  prepay  all  or any  portion  of  the  Note  as
provided  in  the Note.  If within three (3)  years  of  the
Acceptance  Date  (i)  an Event of Default  (as  hereinafter
defined) occurs and Lender has elected to accelerate payment
of the Note in accordance with Section 11(b) hereof, or (ii)
Borrower  terminates or prepays all or any  portion  of  the
Note, then without prejudice to any of Lender's other rights
and  remedies  hereunder  or under the  Debt  Documents  (as
hereinafter defined) or at law, Borrower shall be  obligated
to  immediately pay Lender an additional sum as a prepayment
premium equal to the following percentages of the amount pre-
paid:  Prior  to the first annual anniversary  date  of  the
Note:  Two percent (2%); thereafter and prior to the  second
anniversary  of the Note: One percent (1%); and  thereafter,
Zero  percent (0%), plus all other sums due under  the  Note
and the Debt Documents (as hereinafter defined).

     2.    PREFERRED MARINE MORTGAGES, SECURITY  AGREEMENTS,
ASSIGNMENTS  OF INSURANCE POLICIES AND CONTINUING  GUARANTY.
In  connection  with the Note and the above-described  Loan,
Borrower agrees to execute and deliver to Lender one or more
preferred  marine mortgages (collectively, the "Mortgages"),
Master  Security  Agreements  (collectively,  the  "Security
Agreements"),    Assignments    of    Insurance     Policies
(collectively,  the "Assignments"), and Continuing  Guaranty
("Continuing  Guaranty"), under which Torch Express,  L.L.C.
guaranties indebtedness in the original principal amount  of
$9,250,000.00 incurred by Torch Offshore, L.L.C.  to  Lender
on  or about March 21, 2003, each of which shall be in  form
and  substance acceptable to Lender (collectively, the Note,
the Mortgages, the Security Agreements, the Assignments, and
Continuing   Guaranty   as  the   same   may   be   amended,
supplemented, extended or otherwise modified  from  time  to
time  are  referred to as the "Debt Documents").   The  term
"Vessels" as used herein shall refer collectively to all  of
the vessels described in Mortgages and the term "Collateral"
as  used herein shall refer collectively to the "Collateral"
as defined in the Security Agreements.

     3.    TAXES.  Borrower will pay promptly when  due  all
taxes,  assessments and governmental charges upon or against
Borrower or the property or operations of Borrower, in  each
case  before  same  becomes delinquent and before  penalties
accrue thereon, unless and to the extent that same are being
contested in good faith by appropriate proceedings.

     4.    GENERAL INDEMNITY.  Borrower assumes all risk and
liability  for, and shall defend, indemnify and keep  Lender
harmless   on   an  after-tax  basis  from,  any   and   all
liabilities,   obligations,  losses,   damages,   penalties,
claims,  actions,  suits, costs and expenses  (collectively,
the  "Claims"),  including reasonable  attorneys'  fees  and
expenses, of whatsoever kind and nature imposed on, incurred
by  or  asserted against Lender, in any way relating  to  or
arising   out  of  the  manufacture,  purchase,  acceptance,
rejection, ownership, possession, use, selection,  delivery,
operation,  condition, sale, return or other disposition  of
the   Vessels  or  any  part  thereof  (including,   without
limitation,  any claim for latent or other defects,  whether
or  not  discoverable by Borrower or any other  person,  any
claim  for  negligence, tort or strict liability, any  claim
under  any  environmental protection or hazardous waste  law
and   any   claim   for  patent,  trademark   or   copyright
infringement  and INCLUDING ANY AND ALL SUCH CLAIMS  ARISING
AS  A  RESULT OF LENDER'S OWN NEGLIGENCE, but excluding  any
such  Claims caused by Lender's gross negligence or  willful
misconduct).  In  this section, "Lender" also  includes  any
director,  officer, employee, agent, successor or assign  of
Lender.  Borrower's  obligations under  this  section  shall
survive the expiration, cancellation or termination of  this
Agreement.

     5.    FINANCIAL REPORTS.  Borrower agrees to furnish to
Lender:  (a)  as soon as available, and in any event  within
120  days  after the end of each fiscal year of  Borrower  a
balance sheet of Borrower as of the end of such fiscal  year
and  the  related statement of income and retained  earnings
for   such  fiscal  year,  audited  by  independent   public
accountants  of nationally recognized standing  selected  by
Borrower,  all  in  reasonable detail and setting  forth  in
comparative form the corresponding figures for the preceding
fiscal year; (b) all annual financial forecasts presented to
the  board  of directors of Torch Offshore, Inc. ("Parent");
(c)  as  soon as available, and in any event within 45  days
after the end of each of the first three quarters accounting
period in each fiscal year of Borrower, an unaudited balance
sheet  of  Borrower  as of the end of such  period  and  the
related  statement of income and retained earnings for  such
period,  all  in  reasonable detail certified  as  true  and
complete by the president, vice president, controller or the
chief  financial  officer of Borrower; and  (d)  such  other
financial  information  as Lender  may  from  time  to  time
reasonably request including, without limitation,  financial
reports  filed by Borrower with federal or state  regulatory
agencies.  All such financial information shall be  prepared
in  accordance with generally accepted accounting principles
except  for certain adjustments for the quarterly  financial
statements,  and  shall be prepared on  a  consolidated  and
consolidating  basis.  Parent will deliver to Lender  copies
of all Forms 10-K and 10-Q, if any, within 30 days after the
dates  on  which  they  are filed with  the  Securities  and
Exchange Commission.

     6.    NO  CHANGES  IN  BORROWER.   Borrower  shall  not
without the prior written consent of Lender:  (a) liquidate,
dissolve,  terminate or suspend its business or  enter  into
any  management agreements, service agreements or  borrowing
transactions; provided, however, that a Borrower  may  enter
into  management agreements, service agreements or borrowing
transactions with another Borrower without the prior written
consent of Lender; (b) transfer all or any substantial  part
of  its operations or assets outside of the United States of
America (except that the Vessels may be operated outside the
territorial waters of the United States as long  as  covered
by  its insurance trading warranties and in accordance  with
the  requirements of the Mortgages and Security Agreements);
(c) sell, transfer or otherwise dispose of all or a majority
of   its   assets  or  pay  any  cash  dividends  or   other
distributions  of assets to equity holders  in  Borrower  or
make  any  payments in respect of any subordinated debt,  or
redeem   any   common  or  preferred  stock  or   membership
interests,  as applicable, of any Borrower; or  (d)  undergo
any  change  in  the  ownership of membership  interests  or
shares  in Torch Offshore, L.L.C. and Torch Express, L.L.C.,
or  Parent  undergoes any event or series  of  events  as  a
result  of which any "person" or "group" (as such terms  are
used  in  Sections  13(d)(3) and  14(d)  of  the  Securities
Exchange  Act  of  1934,  as  amended,  and  the  rules  and
regulations   promulgated   by   the   Securities   Exchange
Commission  (collectively, the "Exchange  Act"))  (excluding
Parent  or  any Subsidiary (as hereinafter defined))  is  or
becomes, directly or indirectly, the "beneficial owner"  (as
defined  in  Rules 13d-3 and 13d-5 under the  Exchange  Act,
whether  or not applicable) of more than 45% of the combined
voting power of the then outstanding securities entitled  to
vote  generally  in  elections  of  directors,  managers  or
trustees, as applicable, of Parent or any successor  entity;
provided, however, that any Borrower may undergo a change in
ownership  as described in subsection (d) of this section  6
as  long  as  on  the date of such change in  ownership  the
Borrower  makes a mandatory prepayment of the  Note  in  the
amount  of fifty percent (50%) of the Net Sale Proceeds  (as
hereinafter  defined),  which  Lender  may  apply   to   the
remaining  principal  installments due  under  the  Note  in
inverse  order  of maturity and any other amounts  then  due
Lender  in  such order as Lender may elect.  The  term  "Net
Sale  Proceeds" shall mean all amounts received in  exchange
for  the membership interests or shares, as applicable, less
customary  and reasonable costs and expenses  of  sale.   If
Borrower intends to enter into any merger, consolidation  or
similar reorganization (each a "Merger") where Borrower will
not  be  the  surviving business entity, then  (i)  Borrower
agrees that it will notify Lender in writing no less than 30
days  before the intended effective date of such Merger  and
such  notice will include information about the  parties  to
such  Merger, (ii) Borrower agrees that such Merger will  be
subject  to the prior written consent of Lender,  and  (iii)
Lender  agrees that its consent to such Merger will  not  be
unreasonably denied or delayed; provided, if not given in 21
days or less, Lender's consent shall be deemed to be denied.
If  Lender denies its consent (deemed or otherwise)  to  any
Merger  as  described above in this section and if  Borrower
intends  to  complete any such Merger, then  Borrower  shall
prepay its obligations under the Note by paying to Lender on
the  intended effective date of the applicable  Merger  (the
"Merger  Payment Date") the total of the following: (1)  all
accrued interest, taxes, late charges and other amounts then
due and payable under the Note and the other Debt Documents;
plus (2) the remaining principal balance payable by Borrower
under  the Note as of said Merger Payment Date according  to
the  simple  interest  method together  with  any  sales  or
transfer taxes due in connection with such amounts (provided
however,  that no prepayment premium shall accrue under  the
Note  in connection with a prepayment under this Section  of
the Agreement).

     7.   REPRESENTATIONS.  Borrower represents and warrants
that:  (a)  Borrower is duly organized and legally  existing
under the laws of the state set forth above and is qualified
to  do business in and is in good standing under the laws of
each  other  state  in which it conducts its  business;  (b)
Borrower has the power and is duly authorized to enter  into
the Debt Documents and to execute and deliver to Lender, now
and  from  time  to time hereafter, additional  instruments,
resolutions,  agreements and other instruments or  documents
relating to the foregoing agreements; (c) Borrower  has,  by
proper action, authorized and empowered those persons  whose
signatures   appear   in  the  Debt   Documents,   and   any
instruments, documents and exhibits that have been delivered
in  connection herewith, to execute the same for and on  its
behalf;  (d) each of the Debt Document(s) constitute(s)  the
legal,   valid,   and   binding  obligations   of   Borrower
enforceable  in  accordance  with  their  terms,  except  as
limited     by     applicable    bankruptcy,     insolvency,
reorganization,  moratorium or  similar  laws  or  equitable
principles  relating  to  or affecting  the  enforcement  of
creditors'   rights  generally,  and  by   applicable   laws
(including  any  applicable  common  law  and  equity)   and
judicial  decisions  that may affect the  remedies  provided
therein;  (e)  this Agreement and the Note evidence  a  loan
made  primarily  for  business, commercial  or  agricultural
purposes   and  not  primarily  for  personal,  family,   or
household  purposes; (f) Borrower is, and will  continue  to
be,  the  legal  and  beneficial owner of  the  Vessels  (as
applicable),   free  and  clear  of  any  Lien  (hereinafter
defined),  except for the security interest created  by  any
agreement executed by Borrower for the benefit of Lender and
such  Liens  as  are expressly permitted by  the  Mortgages.
"Lien"  means any security interest, lien, mortgage, pledge,
encumbrance, judgment, execution, attachment, warrant, writ,
levy,   other  judicial  process  or  claim  of  any  nature
whatsoever by or of any person; and (g) as of the Acceptance
Date  (i) since Borrower's last audited financial statements
there  has been no material adverse change, individually  or
in  the  aggregate,  in  the business,  financial  or  other
condition  of any Borrower or Borrowers, taken as  a  whole,
the  industry in which any Borrower operates, or the Vessels
subject  to the Mortgages or in the prospects or projections
of  any Borrower or the Borrowers taken as a whole, (ii)  no
litigation  has  commenced  or  been  threatened  which,  if
successful,  would  have a material adverse  impact  on  any
Borrower  or the Borrowers, taken as a whole, any Borrower's
business,  or any Borrower's ability to repay the  Loan,  or
which  would  prevent the transactions contemplated  hereby,
and (iii) since Borrower's June 30, 2003 quarterly financial
statements,  there  has  been no material  increase  in  the
liabilities,  liquidated or contingent, of any  Borrower  or
the  Borrowers, taken as a whole, or a material decrease  in
the assets of any Borrower or Borrowers, taken as a whole.

      8.    FINANCIAL COVENANTS.  (a) Borrower will have and
maintain, as of the end of each fiscal quarter, beginning on
December 31, 2004:

     (1)  minimum EBITDA of $18,500,000.00;

     (2)  minimum Fixed Charge Coverage Ratio of 1.05:1.00;
          and

     (3)  maximum Leverage Ratio as follows:

          Quarterly Test Period                Ratio
          ---------------------                -----
          12/31/04-9/30/05                   5.25:1.00
          12/31/05-9/30/06                   4.75:1.00
          12/31/06-9/30/07                   4.25:1.00
          12/31/07-9/30/08                   3.75:1.00
          12/31/08 and thereafter            3.25:1.00;

     (b)  for  purposes  of  this  Section,  the  following
          definitions shall apply:

     (1)  "Capitalized Lease Obligations" of any Person
          shall mean, as of the date of any determination
          thereof, the amount at which the aggregate rental
          obligations due and to become due under all
          Capitalized Leases under which such person is a
          lessee would be reflected as a liability on a
          balance sheet of such Person as determined in
          accordance with GAAP.

     (2)  "Capitalized Lease" shall mean any lease of
          Property, whether real and/or personal, by a
          Person as lessee which as determined in
          accordance with GAAP is required to be capitalized
          on the balance sheet of such person.

     (3)  "Distribution" in respect of any Person shall mean
          (a) dividends or other distributions of cash,
          stock assets or other property on or in respect of
          any shares of stock, membership interest or other
          equity interest in such person; and (b) the
          redemption, repurchase or other acquisition of any
          shares of stock, membership interest or other
          equity interest in such person or of any warrants,
          rights or other options to purchase any stock,
          membership interest or other equity interest
          (except when solely in exchange for such stock,
          membership interest or other equity interest);
          provided that, the issuance of or granting of
          warrants, rights or other options to purchase
          stock of Borrower shall not be considered a
          Distribution.

     (4)  The term "EBITDA" shall mean the consolidated Net
          Income plus the amount reflected in the financial
          statements of the Borrower as expenses incurred
          for interest, income taxes, state franchise taxes,
          depreciation, amortization of any intangible
          assets, amortization of financing or related fees,
          and non-cash charges.

     (5)  The term "GAAP" shall mean generally accepted
          accounting principles at the time in the United
          States of America.

     (6)  The term "Indebtedness" shall mean, with respect
          to any Person, without duplication, all
          indebtedness, liabilities and obligations of
          such Person, but in any event including, without
          limitation, all (i) obligations of such Person
          for borrowed money or for the deferred purchase
          price of Property or services (including, without
          limitation, all notes payable and all obligations
          evidenced by bonds, debentures, notes or other
          similar instruments), (ii) obligations secured by
          any lien on, or payable out of the proceeds of
          production from, any Property or assets owned by
          such Person, whether or not such Person has
          assumed or become liable for the payment of such
          obligations, (iii) indebtedness, liabilities and
          obligations of third parties, including joint
          ventures and partnerships of which such Person
          is a venturer or general partner, recourse to
          which may be had against such Person, (iv)
          obligations created or arising under any
          conditional sale or other title retention
          agreement with respect to Property acquired by
          such Person, notwithstanding the fact that the
          rights and remedies of the seller, lender or
          lessor under such agreement in the event of
          default are limited to repossession or sale of
          such Property, (v) Capitalized Lease Obligations
          of such Person,(vi) all accounts payables of such
          Person, (vii) all indebtedness, liabilities and
          obligations of such Person under guarantees, and
          (viii) all obligations of such Person, contingent
          or otherwise, relative to the face amount of
          letters of credit (as may be reduced pursuant to
          their terms), whether or not drawn.

     (7)  The term "Net Income" shall mean, for the period
          in question, the after-tax net income or loss of
          Borrower as reflected in the financial statements
          of the Borrower for the relevant period, but
          excluding in any event the following to the extent
          included in the computation of net income on such
          financial statements: (i) any gains or losses
          resulting from any reappraisal, revaluation or
          write-up or write-down of assets; (ii) any equity
          of Borrower in the undistributed earnings of any
          corporation which is not a Subsidiary and is
          accounted for on the equity method; (iii) gains or
          losses from the acquisition or disposition of
          investments; (iv) gains from the retirement or
          extinguishment of any Indebtedness; (v) gains on
          collections from insurance policies or settlements
          (net of premiums paid or other expenses incurred
          with respect to such gains during the fiscal
          period in which the gain occurs, to the extent
          such premiums or other expenses are not already
          reflected in Net Income for such period); (vi) any
          gains or losses during such period from any change
          in accounting principles, from any discontinued
          operations or the disposition thereof or from any
          prior period adjustments; and (vii) any
          extraordinary gains or losses; all determined on a
          consolidated basis in accordance with GAAP.

     (8)  The term "Fixed Charge Coverage Ratio" shall mean
          the ratio of (a) EBITDA minus (i) capital
          expenditures for maintenance of equipment and
          facilities and (ii) dry docking costs incurred in
          the ordinary course of business, to (b) Fixed
          Charges.

     (9)  The term "Fixed Charges" shall mean Scheduled
          Principal Payments plus (a) interest, income
          taxes, state franchise taxes, paid in cash, and
          (b) cash Distributions.

     (10) The term "Leverage Ratio" shall mean the ratio
          of Indebtedness to EBITDA.

     (11) The term "Person" shall mean any individual,
          sole proprietorship, partnership, joint venture,
          trust, unincorporated organization, association,
          corporation, limited liability company,
          institution, entity or government (whether
          national, federal, state, county, city, municipal
          or otherwise, including, without limitation, any
          instrumentality, division, agency, body or
          department thereof).

     (12) The term "Property" shall mean any interest in
          any kind of property or asset, whether real,
          personal or mixed, or tangible or intangible.
          "Properties" shall mean the plural of Property.

     (13) The term "Scheduled Principal Payments" shall
          mean, for the period in question, without
          duplication, all scheduled principal payments of
          Borrower on Indebtedness for the applicable
          period, all determined on a consolidated basis
          as determined in accordance with GAAP; provided
          that any balloon principal payment on Indebtedness
          of Borrower which is extended to a maturity date
          beyond the applicable period shall not be included
          in the calculation of Scheduled Principal
          Payments.

     (14) The term "Subsidiary" shall mean (a) any
          corporation of which more than fifty percent
          (50%) of the issued and outstanding capital stock
          entitled to vote for the election of directors is
          at the time owned directly or indirectly by
          Borrower and/or any one or more Subsidiaries, or
          (b) any partnership, limited liability company,
          business trust, or any other similar entity of
          which more than fifty percent (50%) of the voting
          interests is at the time owned directly or
          indirectly by Borrower and/or any one or more
          Subsidiaries, and specifically including, but not
          limited to, Torch Offshore, L.L.C., a Delaware
          limited liability company, Torch Express, L.L.C.,
          a Louisiana limited liability company, and Torch
          Deepwater, Inc., a Louisiana corporation.

      Borrower  covenants and agrees that, so  long  as  any
portion  of  the  Loan  remains  outstanding  Borrower  will
deliver  to Lender simultaneously with the delivery of  each
set of financial statements of Borrower referred to above, a
certificate  of  Borrower's  Chief  Financial   Officer   in
substantially the form of Exhibit "B" hereto, accompanied by
supporting  financial  worksheets  where  appropriate,   (A)
evidencing   Borrower's  compliance   with   the   financial
covenants  contained in this Section 8 as  calculated  on  a
consolidated  basis for Borrower and its  Subsidiaries,  and
(B)  stating  whether  there exists  on  the  date  of  such
certificate any Event of Default, and if an Event of Default
then  exists,  setting forth the details  thereof   and  the
action  which  Borrower is taking or proposes to  take  with
respect thereto.

     9.      OTHER   DOCUMENTS;   EXPENSES;   CLOSING   FEE;
APPOINTMENT    OF    ATTORNEY-IN-FACT.    Borrower    hereby
irrevocably  appoints Lender and any designee of  Lender  as
Borrower's  attorney  in fact, with full  authority  in  the
place  and stead of Borrower, from time to time in  Lender's
discretion upon the occurrence and during the continuance of
an  Event of Default, to take any action and to execute  any
instrument  which  Lender may deem reasonably  necessary  or
advisable  to  accomplish the purposes  of  this  Agreement.
Borrower  shall pay upon Lender's request any  out-of-pocket
costs  and  expense paid or incurred by Lender in connection
with  this  Agreement  or the funding and  closing  of  this
Agreement  and  the Loan.  In addition, Borrower  shall  pay
Lender on the Acceptance Date a Closing Fee in the amount of
$150,000,  plus all attorneys,' consultants' and  surveyors'
fees  incurred by the Lender in connection with  making  the
Loan.   Borrower  authorizes Lender and Lender's  agents  to
correct any typographical errors in Borrower's name  in  any
documents  to be filed in public records and to conform  the
dates  of  this  Agreement,  the Note,  the  Mortgages,  the
Security   Agreements  and/or  any  document   executed   in
connection therewith.

     10.   EVENTS OF DEFAULT.  Each of the following  events
shall  constitute an "Event of Default" hereunder and  under
the Debt Documents: (a) Borrower fails to pay any amount due
under  the  Note  when  due, subject  to  the  grace  period
provided  in  the Note; or (b) there shall be  an  event  of
default  under  any of the Debt Documents; or  (c)  Borrower
fails to pay any amount due under this Agreement within  ten
(10)  days  of request by Lender; or (d) Borrower  fails  to
perform  or  observe  any of its other obligations  in  this
Agreement  for  more  than  30 days  after  Lender  notifies
Borrower of such failure; or (e) Borrower defaults (and such
default shall not have been waived or cured) in the payment,
performance or observance of any obligation under any  loan,
credit  agreement  or  lease in  which  Lender,  the  parent
company of Lender, or any subsidiary (direct or indirect) of
Lender  (or  its successors or assigns) is the  creditor  or
lessor,  including, without limitation, all  obligations  of
the  Borrower under that certain Loan Agreement dated  March
21,  2003, as amended by Waiver and Amendment No. 1  thereto
dated August 12, 2003 as amended by Waiver and Amendment No.
2  thereto  dated November 11, 2003, as same may be  amended
and/or  replaced from time to time including, or  under  any
note,  mortgage,  security agreement or  guaranty  described
therein;  or  (f) Borrower defaults (and such default  shall
not  have  been waived or cured) in the payment, performance
or observance of any obligation under any other loan, credit
agreement  or  lease; (g) any statement,  representation  or
warranty  made  by  Borrower in this  Agreement  or  in  any
document,  certificate or financial statement in  connection
with this Agreement, including the Debt Documents, proves at
any  time  to have been untrue or misleading in any material
respect  as  of the time when made; or (h) Borrower  becomes
insolvent  or bankrupt, or Borrower admits its inability  to
pay  its  debts  as  they  mature,  or  Borrower  makes   an
assignment for the benefit of creditors, or Borrower applies
for,  institutes  or  consents  to  the  appointment  of   a
receiver,  trustee or similar official for Borrower  or  any
substantial  part  of its respective property  or  any  such
official  is  appointed without the consent of Borrower,  or
Borrower  applies  for,  institutes  or  consents   to   any
bankruptcy,  insolvency,  reorganization,  debt  moratorium,
liquidation  or similar proceeding relating to  Borrower  or
any  substantial part of its respective property  under  the
laws   of  any  jurisdiction  or  any  such  proceeding   is
instituted  against Borrower without stay or  dismissal  for
more  than  30 days, or Borrower commences any act amounting
to  a  business failure or a winding up of its  affairs,  or
Borrower  ceases to do business as a going concern;  or  (i)
any  of  the  Mortgages shall be declared to be null,  void,
invalid or unenforceable by Borrower; or (j) there shall  be
any  change  in  the  ownership of membership  interests  or
shares in Torch Offshore, L.L.C. or Torch Express, L.L.C. or
Parent shall undergo any event described in Section 6(d)  of
this  Agreement; or (l) Borrower defaults (and such  default
shall  not  have  been  waived or  cured)  in  the  payment,
performance  or  observance  of any  obligation  under  that
certain  Credit Agreement, as amended by the First Amendment
to  Credit  Agreement effective as of  April  23,  2003,  as
further amended by the Waiver and Second Amendment to Credit
Agreement  dated on or about August 8, 2003 and  the  Waiver
and  Third Amendment to Credit Agreement dated on  or  about
November   7,  2003  ("Credit  Agreement"),  by  and   among
Borrower,  Regions  Bank (as Agent)  and  Regions  Bank  and
Export  Development  Canada (as Lenders),  as  same  may  be
amended and/or replaced from time to time.

     11.   RIGHTS  UPON  DEFAULT.  If any Event  of  Default
exists, Lender may exercise in any order one or more of  the
remedies  described  in the lettered subparagraphs  of  this
section, and Borrower shall perform its obligations  imposed
thereby:

     (a)    Lender  may  require  Borrower  to  perform  any
obligation required to be performed under the Mortgages, the
Security  Agreements, and the other documents evidencing  or
securing the Loan.

     (b)  Lender may require Borrower to pay to Lender on  a
date  specified  by  Lender,  (i)  all  accrued  and  unpaid
interest,  late  charges and other amounts  due  under  this
Agreement  and  the  Note, as of such date,  plus  (ii)  the
remaining  principal balance due under the Note as  of  such
date,  plus (iii) interest at the Overdue Rate on the  total
of  the foregoing ("Overdue Rate" means an interest rate per
annum  equal to the greater of 18% per annum or 2% over  the
Interest  Rate (as defined in the Note), but not  to  exceed
the  highest rate permitted by applicable law). If an  Event
of  Default  under  Section 10(h) of this Agreement  exists,
then Borrower will be automatically liable to pay Lender the
foregoing  amounts as of the next installment  payment  date
under the Note unless Lender otherwise elects in writing.

     (c)   Borrower shall pay all reasonable costs, expenses
and  damages  incurred by Lender because  of  the  Event  of
Default  or  its  actions  under  this  section,  including,
without  limitation any reasonable collection agency  and/or
attorneys' fees incurred in collection efforts.

     (d)   Lender  may sue to enforce Borrower's performance
of  its obligations under the Note and this Agreement and/or
may  exercise  any other right or remedy then  available  to
Lender under the Debt Documents, at law or in equity.

     Except as otherwise expressly required by the terms  of
this  Agreement or the Debt Documents or by applicable  law,
Lender  is  not required to take any legal process  or  give
Borrower  any  notice before exercising  any  of  the  above
remedies.   If Lender is required to give notice,  ten  (10)
calendar  days  advance  notice is reasonable  notification.
None  of  the  above  remedies is  exclusive,  but  each  is
cumulative and in addition to any other remedy available  to
Lender. Lender's exercise of one or more remedies shall  not
preclude  its exercise of any other remedy. No action  taken
by Lender shall release Borrower from any of its obligations
to  Lender.  No delay or failure on the part  of  Lender  to
exercise  any  right  hereunder shall operate  as  a  waiver
thereof,  nor as an acquiescence in any default,  nor  shall
any  single  or partial exercise of any right  preclude  any
other  exercise thereof or the exercise of any other  right.
After  any  default, Lender's acceptance of any  payment  by
Borrower  under this Agreement or any of the Debt Documents,
or  any  related agreement shall not constitute a waiver  by
Lender of such default, regardless of Lender's knowledge  or
lack of knowledge at the time of such payment, and shall not
constitute a reinstatement of this Agreement, or any of  the
Debt  Documents, or any related agreement if this  Agreement
has  been  declared in default by Lender, unless Lender  has
agreed  in writing to reinstate this Agreement and to  waive
the default.

     12.  LATE CHARGES.  If any installment payment or other
amount  payable  under this Agreement,  the  Mortgages,  the
Security Agreements, or the Note is not paid within ten days
of its due date, then as compensation for the administration
and  enforcement  of Borrower's obligation  to  make  timely
payments,  Borrower shall pay with respect to  each  overdue
payment  on demand interest at the Overdue Rate (as  defined
in  clause (b) of Section 11 hereof) on each overdue payment
for  the  time  period from the due date until such  overdue
payment is made.

     13.   LENDER'S RIGHT TO PERFORM.  If Borrower fails  to
make  any  payment under this Agreement or any of  the  Debt
Documents,  or fails to perform any of its other obligations
in  this  Agreement or any of the Debt Documents (including,
without  limitation,  its  agreement  to  provide  insurance
coverage),  Lender may itself make such payment  or  perform
such  obligation,  and the amount of such  payment  and  the
amount of the expenses of Lender incurred in connection with
such payment or performance shall be deemed to be additional
principal  under the Note which is payable  by  Borrower  on
demand.

     14.   NOTICES;  POWER OF ATTORNEY.   (a)  All  notices,
requests  and  other communications hereunder  shall  be  in
writing  and  shall  be sufficient if delivered  in  person,
telegraphed,   telefaxed,  telecopied,   cabled,   sent   by
overnight  courier or sent by registered or certified  mail,
return  receipt  requested, postage  prepaid  to  Lender  or
Borrower, as follows:

     Lender:        General Electric Capital Corporation
                    401 Merritt Seven, 2nd Floor
                    Norwalk, CT 06856
                    Attn:     Portfolio Manager
                    Fax No. (203) 229-1980

                    With a copy to:

                    General Electric Capital Corporation
                    8400 Normandale Lake Boulevard
                    Suite 470
                    Minneapolis, MN 55437
                    Attn:     Risk Analyst
                    Fax No.: (952) 897-5601

     Borrower:      Torch Offshore, L.L.C.
                    c/o Torch Offshore, Inc.
                    401 Whitney Avenue
                    Suite 400
                    Gretna, Louisiana 70056
                    Attn:  Chief Financial Officer
                    Fax No.: (504) 367-7075

                    Torch Offshore, Inc.
                    401 Whitney Avenue
                    Suite 400
                    Gretna, Louisiana  70056
                    Attn:  Chief Financial Officer
                    Fax No.: (504) 367-7075

                    Torch Express, L.L.C.
                    c/o Torch Offshore, Inc.
                    401 Whitney Avenue
                    Suite 400
                    Gretna, Louisiana  70556
                    Attn:  Chief Financial Officer
                    Fax No.: (504) 367-7075

Any such notice mailed to such address shall be effective
upon its delivery to the applicable party. (b) With respect
to any power of attorney covered by this Agreement or any of
the Debt Documents, the powers conferred on Lender thereby:
are powers coupled with an interest; are irrevocable; are
solely to protect Lender's interests under this Agreement;
and do not impose any duty on Lender to exercise such
powers. Lender shall be accountable solely for amounts it
actually receives as a result of its exercise of such
powers.

     15.   PARTICIPATION AND ASSIGNMENT BY  LENDER.   Lender
may,  without  the consent of or notice to the Borrower,  in
the  ordinary course of its commercial banking business  and
in  accordance with applicable law, at any time sell to  one
or    more   banks   or   other   entities   ("Participant")
participating interests in any Loan or any other interest of
Lender  hereunder and under any documents  relating  to  the
Loan  ("Loan Documents").  In the event of any such sale  by
Lender   of  a  participating  interest  to  a  Participant,
Lender's  obligations  under this  Agreement  to  the  other
parties  to  this  Agreement shall remain unchanged,  Lender
shall remain solely responsible for the performance thereof,
Lender  shall  remain the holder of any such  Loan  for  all
purposes  under this Agreement and the other Loan Documents,
and  the Borrower shall continue to deal solely and directly
with   Lender  in  connection  with  Lender's   rights   and
obligations  under  this  Agreement  and  the   other   Loan
Documents.   Borrower  agrees that  if  amounts  outstanding
under  this Agreement are due or unpaid, or shall have  been
declared  or  shall  have become due and  payable  upon  the
occurrence  of an Event of Default, each Participant  shall,
to the maximum extent permitted by applicable law, be deemed
to  have the right of setoff in respect of its participating
interest  in amounts owing under this Agreement to the  same
extent  as if the amount of its participating interest  were
owing directly to it as Lender under this Agreement.

     Borrower   authorizes  Lender  to   disclose   to   any
Participant  and  any prospective Participant  any  and  all
financial  information  in  Lender's  possession  concerning
Borrower which has been delivered to Lender by or on  behalf
of the Borrower pursuant to this Agreement or which has been
delivered  to  Lender by or on behalf  of  the  Borrower  in
connection with Lender's credit evaluation of Borrower prior
to becoming a party to this Agreement.

     In  addition, all rights of Lender hereunder and  under
the  Debt  Documents, and in the Vessels  may  be  assigned,
pledged,  mortgaged,  transferred or otherwise  disposed  in
whole or in part, without notice to Borrower; provided that,
Borrower  shall not be under any obligation to any  assignee
of  Lender  except upon receipt of written  notice  of  such
assignment from Lender. Upon notice to Borrower of any  such
assignment,  the principal, interest and other sums  payable
by Borrower hereunder and under the Debt Documents which are
the  subject matter of the assignment shall be  paid  to  or
upon  the  written order of the assignee; provided that,  no
such  assignment of Lender's rights shall alter in  any  way
the obligations of Borrower under this Agreement or the Debt
Documents.   No such assignee shall be obligated to  perform
any duty, covenant or condition required to be performed  by
Lender  under the terms of this Agreement or under the  Debt
Documents  unless  such  assignee  expressly  assumes   such
obligation,  and,  if all of Lender's obligations  hereunder
and  thereunder  are assumed by such assignee,  then  Lender
shall  be  relieved of any further liability  hereunder  and
thereunder. Any such assignee upon assignment and assumption
of  this  Agreement shall become the "Lender" hereunder  and
shall  have all rights, powers and remedies given to  Lender
by this Agreement and the Debt Documents, and shall be named
as  loss  payee or additional insured under all policies  of
insurance  maintained  by  the  Borrower  pursuant  to   the
Mortgages  and  Security  Agreements.  Borrower  agrees   to
execute  related acknowledgements and other  documents  that
may be reasonably requested by Lender or any assignee.

     16.   NO  ASSIGNMENT OR LEASING BY BORROWER.   BORROWER
SHALL  NOT, DIRECTLY OR INDIRECTLY, MORTGAGE, ASSIGN,  SELL,
TRANSFER,  OR  OTHERWISE DISPOSE OF  ANY  INTEREST  IN  THIS
AGREEMENT,  THE NOTE, THE MORTGAGES, THE SECURITY AGREEMENTS
OR  THE  VESSELS,  OR  ANY  PART THEREOF,  EXCEPT  FOR  TIME
CHARTERS OF THE VESSELS ENTERED INTO IN THE ORDINARY  COURSE
OF  BORROWER'S  BUSINESS AND PURSUANT TO THE  TERMS  OF  THE
MORTGAGES.

     17.  DEFINITIONS.  All terms defined herein are equally
applicable  to  both the singular and plural  form  of  such
terms.

     18.   CONDITIONS.  Lender is not obligated to make  any
loan  or disburse any principal hereunder unless: (a) Lender
has  received  evidence of all required  insurance;  (b)  in
Lender's  sole judgment, there has been no material  adverse
change  in  the financial condition or business of Borrower;
(c)  Borrower  has  signed  and  delivered  to  Lender  this
Agreement and the Note and Lender has received and  accepted
the same; (d) Lender has received resolutions or appropriate
authorization and incumbency certificates from Borrower, all
of  which  shall  be  satisfactory to  Lender  in  form  and
substance;  (e)  Lender  has  received  satisfactory  United
States  Coast  Guard lien searches and Republic  of  Vanuatu
Certificates  of Ownership and Encumbrance,  as  applicable,
and Uniform Commercial Code lien searches of state and local
lien records on the Vessels and the Borrower; (f) Lender has
received terminations or releases of lien in recordable form
from all creditors with a lien on any part of the Vessels as
shown  in  United States Coast Guard, Republic  of  Vanuatu,
state  or local lien records; (g) Lender has received copies
of  documentation satisfactory to Lender that evidences that
Borrower possesses good and marketable title to the  Vessels
free  and  clear of any liens other than liens in  favor  of
Lender  or  liens to be released contemporaneously herewith;
(h)   Lender  has  received  such  documentation  as  Lender
reasonably  requests  regarding  the  documentation  of  the
Vessels  with the United States Coast Guard or the  Republic
of   Vanuatu,  as  applicable,  and  the  recording  of  the
Mortgages with the United States Coast Guard or the Republic
of  Vanuatu, as applicable; and (i) Lender has received,  in
form  and  substance  satisfactory  to  Lender,  such  other
documents   and  information  as  Lender  shall   reasonably
request.

     19.  USURY.  It is not the intention of the parties  to
this  Agreement or the Debt Documents to make  an  agreement
violative   of  the  laws  of  any  applicable  jurisdiction
relating  to  usury  ("Usury  Laws").   Regardless  of   any
provision  in  this Agreement or the Debt Documents,  Lender
shall  not  be  entitled to receive, collect  or  apply,  as
interest  on any indebtedness, any amount in excess  of  the
Maximum  Amount  (the "Excess").  As used  herein,  "Maximum
Amount" shall mean the maximum amount of interest that would
have   accrued  if  the  unpaid  principal  amount  of   the
indebtedness  outstanding  from  time  to  time  had   borne
interest  each  day at the maximum amount of  interest  that
Lender is permitted to charge on the indebtedness under  the
Usury Laws.  If Lender ever receives, collects or applies as
interest  any Excess, such Excess shall be deemed a  partial
repayment of principal and treated hereunder as such; and if
principal  is  paid in full, any remaining Excess  shall  be
paid to Borrower. In determining whether or not the interest
paid  or payable under any specific contingency exceeds  the
Maximum  Amount, Borrower and Lender shall, to  the  maximum
extent permitted under the Usury Laws, (i) characterize  any
nonprincipal  payment as an expense, fee or  premium  rather
than as interest, (ii) exclude voluntary prepayments and the
effect  thereof, and (iii) amortize, prorate,  allocate  and
spread   in  equal  parts,  the  total  amount  of  interest
throughout  the entire contemplated term of the indebtedness
so  that the interest rate is uniform throughout the  entire
term  of the indebtedness; provided that if the indebtedness
is paid and performed in full prior to the full contemplated
term  thereof, and if the interest received for  the  actual
period  of  existence  thereof exceeds the  Maximum  Amount,
Lender  shall refund to Borrower the Excess, and such  event
shall  not be subject to any penalties provided by the Usury
Laws.

     20.   GOVERNING LAW.  THE INTERPRETATION,  CONSTRUCTION
AND VALIDITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.

     21.   MISCELLANEOUS.   (a) Subject to  the  limitations
herein,  this Agreement shall be binding upon and  inure  to
the  benefit  of  the  parties hereto and  their  respective
heirs,  administrators, successors  and  assigns.  (b)  This
Agreement  may  be  executed in any number of  counterparts,
which  together  shall constitute a single  instrument.  (c)
Section  and  paragraph headings in this Agreement  are  for
convenience  only and have no independent meaning.  (d)  The
terms  of this Agreement shall be severable and if any  term
thereof  is  declared  unconscionable, invalid,  illegal  or
void, in whole or in part, the decision so holding shall not
be  construed as impairing the other terms of this Agreement
and  this Agreement shall continue in full force and  effect
as  if  such  invalid, illegal, void or unconscionable  term
were  not  originally  included herein.  (e)  All  indemnity
obligations  of Borrower under this Agreement  or  the  Debt
Documents and all rights, benefits and protections  provided
to   Lender  by  warranty  disclaimers  shall  survive   the
cancellation, expiration or termination of this Agreement or
the  Debt  Documents.  (f) Lender shall  not  be  liable  to
Borrower for any indirect, consequential or special  damages
for  any  reason  whatsoever.  (g)  This  Agreement  may  be
amended,  but  only  by a written amendment  signed  by  the
parties hereto. (h) EXCEPT FOR THE DEBT DOCUMENTS AND EXCEPT
FOR  ANY OTHER WRITTEN INSTRUMENTS SIGNED BY THE PARTIES  TO
BE  BOUND, THIS AGREEMENT REPRESENTS THE FINAL, COMPLETE AND
ENTIRE  AGREEMENT BETWEEN THE PARTIES HERETO, AND THERE  ARE
NO  ORAL OR UNWRITTEN AGREEMENTS OR UNDERSTANDINGS AFFECTING
THIS  AGREEMENT  OR  THE VESSELS. (i) Borrower  agrees  that
Lender  is not the agent of any manufacturer or supplier  of
the  Vessels,  that no such manufacturer or supplier  is  an
agent  of  Lender, and that any representation, warranty  or
agreement  made  by any such manufacturer,  supplier  or  by
their  employees, sales representatives or agents shall  not
be binding on Lender.

      22.   PROHIBITION  OF FUNDAMENTAL  CHANGES.   Borrower
shall  not,  without  the prior written  consent  of  Lender
engage  in  any business activities substantially  different
that  those  in  which the Borrower are  presently  engaged.
Parent  shall  not  , without the prior written  consent  of
Lender pay any dividends or distributions on Parent's  stock
(other  than  dividends  payable in the  Parent's  stock  or
membership  interests) or purchase  or  retire  any  of  the
Parent's  outstanding shares or alter or amend the  Parent's
capital structure; provided, that the Parent may, as long as
no  Default has occurred and is continuing, make investments
in any other Borrower and any Borrower other than Parent may
pay dividends or distributions  to Parent.

     23.   FLAG;  HAILING PORT.  Without the  prior  written
consent of Lender, Borrower shall not change the flag of the
Vessels.  In addition, without the prior written consent  of
Lender, Borrower shall not change the name of the Vessels or
the  hailing port and port of documentation of the  Vessels,
and  any such written consent to any one change of the  name
of  the Vessels or the hailing port or port of documentation
shall not be construed to be a waiver of this provision with
respect to any subsequent proposed change of the name of the
Vessels or the hailing port or port of documentation.

THE  PARTIES  IRREVOCABLY CONSENT TO  THE  JURISDICTION  AND
VENUE OF ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY, CITY
OF NEW YORK.

BORROWER HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A  JURY
TRIAL  OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT  OF,  DIRECTLY  OR INDIRECTLY, THE DEBT  DOCUMENTS,  ANY
AMOUNTS  SECURED THEREBY, ANY DEALINGS BETWEEN BORROWER  AND
LENDER  RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT  OR
ANY  RELATED  TRANSACTIONS.  THE SCOPE  OF  THIS  WAIVER  IS
INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT
MAY  BE  FILED IN ANY COURT (INCLUDING, WITHOUT  LIMITATION,
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER  COMMON  LAW AND STATUTORY CLAIMS).   THIS  WAIVER  IS
IRREVOCABLE,  MEANING  THAT IT MAY NOT  BE  MODIFIED  EITHER
ORALLY  OR  IN  WRITING, AND THE WAIVER SHALL APPLY  TO  ANY
SUBSEQUENT    AMENDMENTS,    RENEWALS,    SUPPLEMENTS     OR
MODIFICATIONS  TO THIS AGREEMENT, OR TO ANY OTHER  DOCUMENTS
OR  GUARANTY  RELATING  TO  THIS AGREEMENT  OR  ANY  OF  THE
TRANSACTIONS   CONTEMPLATED  HEREBY.   IN   THE   EVENT   OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT
TO A TRIAL BY THE COURT.

     EXECUTED as of the date first set forth above.

TORCH OFFSHORE, L.L.C.
(Borrower)

By:  Torch Offshore, Inc., its sole member

     By: -------------------------------------------
          Robert E. Fulton, Chief Financial Officer

TORCH OFFSHORE, INC.
(Borrower)

By: -------------------------------------------
     Robert E. Fulton, Chief Financial Officer

TORCH EXPRESS, L.L.C.
(Borrower)

By:  Torch Offshore, Inc., its sole member

     By: -------------------------------------------
          Robert E. Fulton, Chief Financial Officer

GENERAL ELECTRIC CAPITAL CORPORATION

By: -------------------------------------------

Acceptance Date:  -----------------------------

                                           EXHIBIT A

                   FORM OF PROMISSORY NOTE

                       [See attached.]

                                           EXHIBIT B

               FORM OF COMPLIANCE CERTIFICATE

                       [See attached.]