ROV TERM NOTE
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 ROV Term Maturity Date, the principal amount of $730,464 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 “
ROV 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 3.7 of the Credit Agreement for usury savings provisions.
This note is issued in replacement of, but is not a novation or an accord and satisfaction of, that certain
Term Note dated December 18, 2008, in the original principal amount of $1,150,000 executed by Borrower and
payable to the order of Lender, and any accrued an