Exhibit 10.7
JOINDER AGREEMENT
(Security
Agreement)
February 13, 2009
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Security
Agreement dated as of November 11, 2008 (as amended, restated, or
supplemented from time to time, the “ Security
Agreement ”), executed by DEEP DOWN, INC., a Nevada
corporation (“ Borrower ”), ELECTROWAVE
USA, INC., a Nevada corporation (“ Electrowave
”), FLOTATION TECHNOLOGIES, INC., a Maine corporation
(“ FloTech ”), MAKO TECHNOLOGIES, LLC, a
Nevada limited liability company (“ Mako
”), and DEEP DOWN INC., a Delaware corporation (“
DD Delaware ,” and together with Borrower,
Electrowave, FloTech, and Mako, each an “ Existing
Debtor ” and, collectively, the “
Existing Debtors ”), for the benefit of WHITNEY
NATIONAL BANK, a national banking association (“
Lender ”).
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RECITALS
A. 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. As
a condition precedent to extending credit to Borrower under the
Credit Agreement, Lender required that Electrowave, FloTech, Mako,
and DD Delaware execute that certain Guaranty dated as of November
11, 2008 (as amended, restated, or supplemented from time to time,
the “ Guaranty ”), in favor of
Lender.
C. To
secure (i) the “Obligation” under, and as defined in,
the Credit Agreement, and (ii) the “Guaranteed
Obligation” under, and as defined in, the Guaranty, Existing
Debtors executed the Security Agreement.
D. DEEP
DOWN INTERNATIONAL HOLDINGS, LLC, a Nevada limited liability
company (“ New Debtor ”), was recently
organized and is or will become a direct wholly-owned subsidiary of
Borrower.
E. As
required under the Credit Agreement, New Debtor and Existing
Debtors have executed a Joinder Agreement (Guaranty) dated as of
the date hereof, pursuant to which New Debtor has become a
“Guarantor” under the Guaranty.
F. To
secure New Debtor’s obligations under the Guaranty, New
Debtor and Existing Debtors have agreed to execute this Joinder
Agreement for the benefit of Lender.
AGREEMENT
NOW THEREFORE,
for good and valuable consideration, the receipt and
adequa
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