deep_8k-ex1002.htm


     

    EXHIBIT 10.2

     

    
      TERM
NOTE

       

      $1,150,000                                                      Houston,
Texas December 18, 2008

       

      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 Term Maturity 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
Credit Agreement dated November 11, 2008 (as amended by that certain First
Amendment to Credit Agreement dated as of the date hereof, and as further
amended, supplemented or restated, the “Credit
Agreement”), between Borrower and Lender, and is the “Term 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
3.8 of the Credit Agreement for usury savings provisions.

       

      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between the parties are superseded by and merged into such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.]

       

      


      
        
           

        

        
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      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

       

       

       

       

       

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