deepdown_10k-ex1035.htm


    
      
        

      

    

    EXHIBIT
10.35

     

    LC
NOTE

     

    
      	$1,150,000	Houston,
    Texas	April 14,
    2010


    

     

    
    

    FOR VALUE
RECEIVED, DEEP DOWN, INC., a Nevada corporation (“Borrower”),
hereby promises to pay to the order of WHITNEY NATIONAL BANK, a national banking
association (“Lender”),
on or before the LC Termination Date, the principal amount of $1,150,000 or so
much thereof as may then be outstanding under this note, together with interest,
as described below.

     

    This note
has been executed and delivered under, and is subject to the terms of, the
Amended and Restated Credit Agreement dated as of November 11, 2008 and amended
and restated through April 14, 2010 (as amended, supplemented or restated,
the “Credit
Agreement”), between Borrower and Lender, and is the “LC Note” referred to in the
Credit Agreement.  Unless defined in this note, or the context
requires otherwise, capitalized terms used in this note have the meanings given
to such terms in the Credit Agreement.  Reference is made to the
Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of rights, payment
of attorneys’ fees, court costs and other costs of collection, certain waivers
by Borrower and others now or hereafter obligated for payment of any sums due
under this note, and security for the payment of this note.  This note
is a Loan Document and, therefore, is subject to the applicable provisions of
Section
13 of the Credit Agreement, all of which applicable provisions are
incorporated into this note by reference as if set forth in this note
verbatim.

     

    Specific
reference is made to Section
3.7 of the Credit Agreement for usury savings provisions.

     

    This note
is issued to refinance a portion of the revolving credit facility under the
Existing Credit Agreement (as defined in the Credit Agreement).

     

    the
rights and obligations of the parties hereto shall be determined solely from
written agreements, documents, and instruments, and any prior oral agreements
between the parties are superseded by and merged into such
writings.  this note, the credit agreement and the other written loan
documents executed by the borrower and the lender (or by the borrower for the
benefit of the lender) represent the final agreement between the borrower and
the lender and may not be contradicted by evidence of prior, contemporaneous, or
subsequent oral agreements by the parties.  there are no unwritten
oral agreements between the parties.

     

    This note
must be construed — and its performance enforced — under Texas law.

    


    


    [Signature appears on the following
page.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      


    EXECUTED
as of the date first written above.

     

    
      
        
          	 	
                  
                    BORROWER:

                     

                    DEEP
      DOWN, INC.,

                    a
      Nevada corporation

                  

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Eugene
      L. Butler	 
	 	 	Eugene
      L. Butler	 
	 	 	Chief
      Financial Officer	 
	 	 	 	 


        

      

      


    

     

    

      Signature
Page to LC Note

       

    

    
      
        
        

      

      
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