Torch Offshore, Inc. provides subsea construction services in connection with the in-field development of offshore oil and natural gas reservoirs. The primary services it provides include installation of pipelines, flowlines, umbilicals and related infrastructure; pipeline tie-ins and tie-backs; riser, jumper and concrete mattress installations, and integrated construction support. The Company installs and maintains small diameter flowlines and related infrastructure associated with the offshore oil and natural gas reserves on the continental shelf of the Gulf of Mexico (the Shelf). Torch owns and operates two saturation diving systems and provides support services for operations, such as hook-up and structure abandonment, including barge and logistic support, minimal steel fabrication, call-out diving and the chartering of vessels. In January 2005, the Company and certain of its affiliates filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the Eastern District of Louisiana to facilitate a restructuring of the Company's debt. From May 1999 through December 2003, Torch operated under an alliance agreement with Unocal and the alliance agreement was not renewed. The alliance represented 2.5% of the Company's revenues during the year ended December 31, 2003. In January 2004, the Company entered into a charter agreement for the Midnight Hunter. The Midnight Gator, a supply barge, have been converted into a pipeline burial dredge and become available for use, during 2003, for jetting trenches for pipe burial in shallow waters. Torch's vessels primarily install marine pipelines and flowlines that transport oil and natural gas to production platforms and subsea production systems. It also connects production platforms to trunklines that transport oil and natural gas to shore. Midnight Arrow, Which has a DP-2 system, accommodations for 54 workers, remotely operated vehicles (ROV) capabilities to approximately 10,000 feet, a helideck and a 45-ton crane. It is 197 feet long and 44 feet wide; Midnight Brave, which has a pipelay ramp, five workstations, a stinger and a programmable logic controller 50 Kips tensioner. It is 275 feet long and 70 feet wide and has accommodations for 80 workers; Midnight Carrier, the vessel is 270 feet long and 58 feet wide and accommodates 36 workers and is capable of subsea construction with surface supply or saturation diving; Midnight Dancer, the vessel has a 15-ton crane, a 10-ton crane, a four-point, anchor-mooring system, an air diving system and accommodations for 46 workers; Midnight Eagle, The vessel has a DP-2 system, a 20-foot hull mid-section, two 10-foot wide sponsons, four diesel driven azimuthing thrusters, a mooring/abandonment and recovery winch, accommodations for 57 workers, generators and ancillary equipment. Midnight Express, the ship is 520 feet long overall with a breadth of 100 feet with the patented pipelay system, a DP-2 system, a 2,500 square meter working deck; Midnight Fox, the vessel is 130 feet long and 28 feet wide and is equipped with a bow thruster and its primary role is as a personnel transport and supply vessel supporting the rest of the fleet. Midnight Hunter, the vessel is 340 feet long overall and has a combined diesel-diesel electric engine and DP-2 capabilities; Midnight Rider, the vessel is equipped to lay and bury pipe using the conventional S-lay method With five workstations, it features a 50-foot stinger and a 50 Kips tensioner. The Company also owns other vessels, including Midnight Runner, which has two spuds, four workstations, a 30 Kips tensioner, generators and ancillary equipment, as well as accommodations for 30 workers; Midnight Star, the vessel has a four-point mooring system, a moonpool, an air diving control room, two 15-ton cranes and accommodations for 42 workers; Midnight Wrangler, which is 341 feet long and 64 feet wide and is equipped with a DP-2 system, a 125-ton crane and accommodations for 73 workers and is capable of laying rigid pipe, coiled tubing and umbilicals. The Compa

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