TERMNOTE

EX-10.2 3 deep_8k-ex1002.htm TERM NOTE 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solely from written agreements, documents, and instruments, and any prior oral agreements between the parties are superseded by and merged into such writings.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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