<PAGE>
                                                                   Exhibit 10.50

                           WAIVER AND AMENDMENT NO. 3
                                TO LOAN AGREEMENT
                              DATED MARCH 21, 2003

      This Waiver and Amendment No. 3 ("Amendment") to Loan Agreement dated
March 21, 2003, as amended by Waiver and Amendment No. 1 thereto dated August
12, 2003, and as further amended by Waiver and Amendment No. 2 thereto dated
November 11, 2003 ("Loan Agreement"), is entered into this 8th day of April,
2004, by and between General Electric Capital Corporation, a Delaware
corporation ("Lender"), Torch Offshore, L.L.C., a Delaware limited liability
company ("Borrower") and Torch Offshore, Inc. a Delaware corporation
("Guarantor"). All capitalized terms not otherwise defined in this Amendment
have the meanings ascribed to them in the Loan Agreement.

                                   WITNESSETH:

      A.    Borrower and Guarantor are parties to that certain Credit Agreement,
as amended through the date hereof and as the same hereafter may be further
amended, extended or replaced from time to time ("Credit Agreement"), with
Regions Bank (as Agent) and Regions Bank and Export Development Canada (as
Lenders) (collectively, the "Line of Credit Lenders").

      B.    The Line of Credit Lenders have waived compliance by Guarantor with
and amended certain financial covenants, extended additional credit to
Guarantor, and amended certain other provisions in the Credit Agreement.

      C.    Borrower has requested that the Lender waive compliance with certain
financial covenants in the Loan Agreement and to amend certain provisions in the
Loan Agreement.

      D.    Lender is willing to waive compliance with those financial covenants
and amend the Loan Agreement, subject to the terms and conditions of this
Amendment.

      NOW, THEREFORE, in consideration of the mutual promises herein contained
and other good and valuable consideration, the receipt and adequacy of which the
parties acknowledge, the parties, intending to be legally bound, agree as
follows:

1.    Lender hereby waives compliance by Guarantor with the minimum Consolidated
      Current Ratio covenant contained in Section 9(a) of the Loan Agreement for
      the fiscal quarter ending on December 31, 2003. Guarantor acknowledges and
      agrees that this waiver of compliance with the financial covenant
      contained in Section 9(a) of the Loan Agreement shall apply only to the
      fiscal quarter ending on December 31, 2003 and shall not constitute a
      waiver of compliance for any other fiscal quarter.

2.    Lender hereby waives compliance by Guarantor with the minimum Consolidated
      Debt Service Coverage Ratio covenant contained in Section 9(b) of the Loan
      Agreement for the fiscal quarter ending on December 31, 2003. Guarantor
      acknowledges and agrees that this waiver of compliance with the financial
      covenant contained in Section 9(b) of the Loan Agreement shall apply only
      to the fiscal quarter ending on December 31, 2003 and shall not constitute
      a waiver of compliance for any other fiscal quarter.

3.    Section 9 of the Loan Agreement is hereby amended and restated to read as
      follows:
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      9.    FINANCIAL COVENANTS. (a) Guarantor will have and maintain, as of the
      end of each fiscal quarter,

(1)   a Consolidated Current Ratio of at least:

<TABLE>
<CAPTION>
Periods Ending:                                      Ratio:
---------------                                      ------
<S>                                                  <C>
On or before March 31, 2005                          0.70
After March 31, 2005                                 1.00
</TABLE>

            (2) a Consolidated Debt Service Coverage Ratio of at least 1.20;

            (3) a Consolidated Leverage Ratio of no more than 2.00; and

            (4) Consolidated Adjusted Tangible Net Worth of at least
                $60,000,000.

            (b)   For purposes of this Agreement, the following definitions
                  apply:

            (1)   "Consolidated Current Ratio" shall mean:

                  (A)   For each fiscal quarter ending on or prior to March 31,
            2005, as of any date for which it is being determined, the ratio of
            (i) current assets of Guarantor and its Subsidiaries as of such
            date, as determined on a consolidated basis in accordance with GAAP,
            to (ii) current liabilities of Guarantor and its Subsidiaries as of
            such date, as determined on a consolidated basis in accordance with
            GAAP but excluding from current liabilities the current portion of
            long term debt; provided that, for purposes of determining the
            Consolidated Current Ratio, (v) during the Line of Credit Period,
            the principal amount of the Line of Credit Loans and the Tranche 2
            Line of Credit Loans outstanding as of such date shall be classified
            as a long-term liability and (w) the $1,250,000 non-interest bearing
            deposit pledged to Lender pursuant to the Pledge will be classified
            as a current asset; (x) the tax allowance of $1,329,563.00 plus or
            minus the additional deferred tax asset generated or utilized based
            upon 2004 operating results will be classified as a current asset to
            the extent that such allowance remains on the books of Borrower and
            its Subsidiaries as of such date, and (y) until December 31, 2004,
            the receivable due from Newfield Exploration Company of
            $1,347,904.00 on the books of Borrower and its Subsidiaries as of
            December 31, 2003, will be classified as a current asset to the
            extent that, as of such date (of determination), such receivable
            remains on the books of Borrower and its Subsidiaries and Borrower
            and its Subsidiaries have a reasonable chance of collecting same;
            and

                  (B)   For each fiscal quarter ending after March 31, 2005, as
            of any date for which its is being determined, the ratio of (a)
            current assets of Borrower and its Subsidiaries as of such date, as
            determined on a consolidated basis in accordance with GAAP, to (b)
            current liabilities of Borrower and its Subsidiaries as of such
            date, as determined on a consolidated basis in accordance with GAAP.

            (2)   "Consolidated Debt Service Coverage Ratio" shall mean, as of
      any date for which it is being determined, the ratio of (a) Consolidated
      Net Income for the immediately preceding four (4) fiscal quarters
      (including any fiscal quarter ending on such date of determination) plus
      all depreciation and amortization expenses and all other non-cash items of
      Guarantor and its Subsidiaries during the immediately preceding four (4)
      fiscal quarters (including any fiscal quarter ending on such date of
      determination) to the extent included in the computation of Net Income,
      minus all cash Distributions made by Guarantor or any Subsidiary which is
      not wholly owned by Guarantor during the immediately preceding four (4)
      fiscal quarters (including any fiscal quarter ending on such date), to (b)
      Consolidated Scheduled Principal Payments for the immediately preceding
      four (4) fiscal quarters (including any fiscal quarter ending on such
      date) plus the principal
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      portion of Capitalized Lease Obligations payable by Guarantor and its
      Subsidiaries in respect of the immediately preceding four (4) fiscal
      quarters (including any fiscal quarter ending on such date), determined on
      a consolidated basis in accordance with GAAP.

            (3)   "Consolidated Indebtedness" shall mean, as of the date of any
      determination thereof, the sum of (a) all Indebtedness of Guarantor and
      its Subsidiaries as of such date, determined on a consolidated basis in
      accordance with GAAP plus (b) all unfunded but available lines of credit
      of Guarantor and its Subsidiaries as of such date.

            (4)   "Consolidated Leverage Ratio" shall mean, as of any date for
      which it is being determined, the ratio of (a) Consolidated Indebtedness
      as of such date to (b) Consolidated Adjusted Tangible Net Worth as of such
      date.

            (5)   "Consolidated Net Income" shall mean:

                  (A)   For the fiscal quarter ending on or prior to September
            30, 2004, for the period in question, the after-tax net income or
            loss of Guarantor and its Subsidiaries during such period, but
            excluding in any event the following to the extent included in the
            computation of net income: (i) any gains or losses resulting from
            any reappraisal, revaluation or write-up or write-down of assets,
            including the tax allowance of $1,329,593.00 incurred in the fiscal
            quarter ending December 31, 2003; (ii) any equity of Guarantor or
            any Subsidiary 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, except the $884,517.00 gain on the extinguishment of
            debt incurred in the fiscal quarter ending December 31, 2003; (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
            Consolidated 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, including any losses from the costs
            incurred for the establishment, operation and disposition of the
            Torch Offshore de Mexico incurred during the fiscal year 2003 to be
            treated in its entirety as a cost incurred in the fiscal quarter
            ending December 31, 2003; and (vii) any extraordinary gains or
            losses; (viii) any losses resulting from the following described
            allowance or write offs: (a) allowance (or reserve) made in the
            fiscal quarter ending on December 31, 2003, in the aggregate amount
            of $1,365,802.00 against receivable(s) due from Stolt Offshore,
            Inc.; (b) write off of receivable(s) due from Newfield Exploration
            Company in the aggregate amount of $1,347,904.00 made in the fiscal
            quarter ending on December 31, 2003; (c) write off of receivable(s)
            due from BP America in the aggregate amount of amount of $247,868.00
            made in the fiscal quarter ending on December 31, 2003; (d) write
            off of receivable(s) due from Tarpon Operating and Development in
            the amount of $325,000.00 to be treated as made in the fiscal
            quarter ending on December 31, 2003; and (e) the legal costs and
            operating costs incurred on the Midnight Hunter aggregating
            $3,070,967.00 to be treated as incurred in the fiscal quarter ending
            on December 31, 2003; and

                  (B)   For each fiscal quarter ending after September 30, 2004,
            for the period in question, the after-tax net income or loss of
            Borrower and its Subsidiaries during such period, but excluding in
            any event the following to the extent included in the computation of
            net income: (i) any gains or losses resulting from any reappraisal,
            revaluation or write-up or write-down of assets; (ii) any equity of
            Borrower or any Subsidiary 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 Consolidated 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
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            period adjustments; and (vii) any extraordinary gains or losses; all
            determined on a consolidated basis in accordance with GAAP.

            (6)   "Consolidated Tangible Net Worth" of any Person shall mean, at
      a particular date, the excess, if any, of (a) all amounts which would be
      included under shareholders' equity on a consolidated balance sheet of
      such Person as of such date, determined on a consolidated basis in
      accordance with GAAP (including, without limitation, capital stock,
      additional paid-in-capital and retained earnings) minus (b) all assets of
      such Person as of such date, determined on a consolidated basis in
      accordance with GAAP, that would be classified as intangible assets in
      accordance with GAAP, but in any event including, without limitation, the
      following intangible assets: unamortized organization and reorganization
      expense, patents, trade or service marks, franchises, trade names and
      goodwill; all determined on a consolidated basis in accordance with GAAP.

            (7)   "Consolidated Scheduled Principal Payments" shall mean, for
      the period in question, without duplication, all scheduled principal
      payments of Guarantor and its Subsidiaries 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 Guarantor and its Subsidiaries which is extended to a
      maturity date beyond the applicable period shall not be included in the
      calculation of Consolidated Scheduled Principal Payments.

            (8)   "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 granting of stocks,
      warrants, rights or other options to purchase stock of Guarantor shall not
      be considered a Distribution.

            (9)   "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.

            (10)  "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 Guarantor 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 Guarantor and/or
      any one or more Subsidiaries, and specifically including, but not limited
      to, Torch Offshore,
<PAGE>
      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, and any other entity described on Schedule 7.13 of
      the Line of Credit Loan.

            (11)  "Capitalized Lease Obligations" of any Person shall mean, as
      of the date of any determination therof, 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.

            (12)  "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.

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

            (14) "Line of Credit Period" shall mean the period commencing on
      April 23, 2003 and ending October 31, 2004.

(15)  "Line of Credit Loan" and "Line of Credit Loans" shall have the same
      meanings as ascribed to such terms in the Credit Agreement.

(16)  "Consolidated Adjusted Tangible Net Worth" shall mean, at a particular
      date, (a) the Consolidated Tangible Net Worth of Guarantor and its
      Subsidiaries as of such date minus (b) all Indebtedness due to Guarantor
      and its Subsidiaries as of such date from any officer, shareholder or
      affiliate (other than a Subsidiary) of such Person or any Subsidiary of
      such Person; all determined on a consolidated basis in accordance with
      GAAP.

            (17)  "Person" shall mean any individual, sole proprietorship,
      partners hip, 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).

            (18)  "Investment" shall mean any investment by Guarantor or any
      Subsidiary in any Person, whether payment therefor is made in cash or
      capital stock of Guarantor or any Subsidiary, and whether such investment
      is by acquisition of stock or Indebtedness, or by loan, advance, transfer
      of property out of the ordinary course of business, capital contribution,
      equity or profit sharing interest, extension of credit on terms other than
      those normal in the ordinary course of business, guarantee or otherwise
      becoming liable (contingently or otherwise) in respect of the Indebtedness
      of any Person, or otherwise.

            (19)  "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.

            (20)  "Lien" shall mean any interest in Property securing an
      obligation owed to, or a claim by, a Person other than the owner of the
      Property, whether such interest is based on common law, statute or
      contract, including, without limitation, any security interest, mortgage,
      deed of trust, hypothec, prior claim, right of retention, maritime lien,
      or right in rem, pledge, assignment, judgment lien, deemed trust or other
      lien or encumbrance of any kind or nature whatsoever, any conditional sale
      or trust receipt, and any consignment or bailment for security purposes.
      The term "Lien" shall include reservations, exceptions, encroachments,
      easements, servitudes, rights-of-way, covenants, conditions, restrictions,
      leases and other title exceptions and encumbrances affecting Property.
<PAGE>
            (21)  "Tranche 2 Line of Credit Loans" shall have the same meaning
      that such term has in the Credit Agreement.

            (22)  "Credit Agreement" shall mean that certain Credit Agreement,
      as amended through the date hereof, and as the same hereafter may be
      further amended, extended or replaced from time to time ("Credit
      Agreement"), with Regions Bank (as Agent) and Regions Bank and Export
      Development Canada (as Lenders).

            (c)   Guarantor covenants and agrees that, so long as any portion of
      the Loan remains outstanding Guarantor will deliver to Lender
      simultaneously with the delivery of each set of financial statements of
      Guarantor referred to above, a certificate of the Guarantor's Chief
      Financial Officer in a form satisfactory to Lender, accompanied by
      supporting financial worksheets where appropriate, (A) evidencing
      Guarantor's compliance with the financial covenants contained in this
      Section 9 as calculated on a consolidated basis for Guarantor and its
      Subsidiaries (and including, without limitation, a computation of the
      Consolidated Leverage Ratio as of the end of the immediately preceding
      fiscal quarter), (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 Guarantor is taking
      or proposes to take with respect thereto.

4.    Section 11(e) of the Loan Agreement is amended to read: "(e) Guarantor is
      in default under the Credit Agreement or any Line of Credit Loan."

5.    Borrower shall make the vessel MIDNIGHT EAGLE (Official Number 588872)
      available as soon as possible for a condition and valuation survey by a
      qualified marine surveyor selected by Lender. Borrower shall pay all fees
      associated with such survey.

6.    Borrower shall pay an amendment and waiver fee to Lender with respect to
      this Amendment for the benefit of Lender, in the amount of $20,000. In
      addition, Borrower shall pay all attorneys' fees and costs incurred by
      Lender in connection with this Amendment.

7.    BORROWER AND GUARANTOR HEREBY RELEASE LENDER (AS DEFINED IN SECTION 5 OF
      THE LOAN AGREEMENT) AND SOLIDARILY AGREE TO HOLD LENDER (AS SO DEFINED)
      HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING PRIOR TO THE
      EFFECTIVE DATE OF THIS WAIVER AND AMENDMENT NO. 3 TO LOAN AGREEMENT
      ARISING OUT OF, RESULTING FROM OR RELATING TO (A) ANY SECURED OBLIGATIONS
      OR (B) ANY OF THE TRANSACTION DOCUMENTS.

      8.    In connection with the foregoing, and only in connection with the
foregoing, the Loan Agreement is hereby amended, but in all other respects
remains unchanged and in full force and effect, and Borrower specifically
acknowledges its continuing obligations to pay all sums as they become due under
the Loan Agreement or any document related thereto.

      9.    Except as may be specifically set forth herein, this Waiver and
Amendment No. 3 to Loan Agreement shall not constitute a waiver of any Event(s)
of Default under the Loan Agreement or any documents executed in connection
therewith, all rights and remedies of the Lender are being preserved and
maintained.

      10.   This Amendment may be executed in counterparts, each of which when
so executed will be deemed to be an original and all of which taken together
will constitute one and the same instrument.
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      IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their duly authorized representatives as of the date first above written.

                                        LENDER:

                                        GENERAL ELECTRIC CAPITAL CORPORATION

                                        BY:_____________________________________
                                               William S. Anderson
                                               Risk Analyst

                                        BORROWER:

                                        TORCH OFFSHORE, L.L.C.

                                        BY:_____________________________________
                                               Robert E. Fulton
                                               Chief Financial Officer

                                        GUARANTOR:

                                        TORCH OFFSHORE, INC.

                                        BY:_____________________________________
                                               Robert E. Fulton
                                               Chief Financial Officer