February 13, 2009
A. DEEP DOWN, INC., a Nevada corporation (“ Borrower ”), and Lender entered into that
certain Credit Agreement dated as of November 11, 2008 (as amended by First Amendment to Credit
Agreement dated December 18, 2008, Second Amendment to Credit Agreement dated February 13, 2009, and
as further amended, restated, or supplemented, the “ Credit Agreement ”).
B. DEEP DOWN INTERNATIONAL HOLDINGS, LLC, a Nevada limited liability company (“
New Guarantor ”), was recently organized and is or will become a direct wholly-owned subsidiary of
C. To comply with the terms and provisions of the Credit Agreement, New Guarantor and Existing
Guarantors have agreed to execute this Joinder Agreement for the benefit of Lender.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. New Guarantor hereby (a) agrees to become a “Guarantor” under the Guaranty, and (b) joins
in, becomes a party to, and agrees to comply with and be bound by all of the terms and conditions of the
Guaranty to the same extent as if New Guarantor were an original signatory thereto. New Guarantor shall
hereafter be jointly and severally liable for the performance of any and all past, present and future obligations of
any Guarantor under the Guaranty, it being understood and agreed that any and all references in the Guaranty to
“Guarantor” or “Guarantors” shall include New Guarantor.
2. New Guarantor acknowledges that (a) Lender has agreed to extend credit to Borrower for the
purposes set forth in the Credit Agreement, (b) it is receiving direct and indirect benefits from each such extension
of credit, (c) the obligations of the “Guarantor” or “Guarantors” under the Guaranty are the joint and several
obligations of each Guarantor, (d) certain representations and warranties