Exhibit
10.1
 WESTERN NATIONAL BANK
508 WEST WALL STREET, SUITE 1100
MIDLAND, TEXAS
79701
  
  RE:
    
    Western National Bank  Dawson Geophysical
Company
Revolving Line of Credit Loan in the original principal amount of
$20,000,000.00
Term Loan in the original principal amount of $16,426,680.06
  Existing Loan Agreement Western Lender Bank Dawson Geophysical Borrower Revolver Loan Revolver Note Existing Security
Agreement Existing Financing Statement Existing Security Instruments
 Term Loan
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Term Note Loans Notes
 Security Agreement Security Instruments Loan
Documents
 Agreement
 I. TERMS
 Agreement
 June 30, 2011
 Borrower
  Bank
  Commitment
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Rate
 Prime Rate, Prime Rate Index LIBOR Highest Lawful Rate
 Prime Rate The Wall Street Journal The Wall Street Journal The Wall Street Journal
 Prime Rate, LIBOR The Wall Street Journal The Wall Street Journal, The
Wall Street Journal The Wall Street Journal Interest Period
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Business Day
 Security
  Structure
 June 30, 2014 June 2, 2013 Revolving Period
 Borrowing Base
 Borrowing Base
 Eligible Account
 a.
    
    Said account receivable is a binding and valid obligation of the obligor thereon, in full
force and effect, and enforceable in accordance with its terms;b.
    
    Said account receivable is genuine, in all respects, as appearing on its face as
represented in the books and records of Borrower, and all information set forth therein is true and
correct;c.
    
    Said account receivable is free of all default of any party thereto, counterclaims,
offsets, and defenses, and from any rescission, cancellation, or avoidance, and all right thereof,
whether by operation of law or otherwise;d.
    
    The payment of said account receivable is not more than ninety (90) days past due the
invoice date thereof;
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e.
    
    Said account receivable is free of concessions or understandings with the obligor thereon
of any kind not disclosed to and approved by the Bank in writing;f.
    
    Said account receivable is, and at all times will be, free and clear of all liens except
those in favor of the Bank;g.
    
    Said account receivable is not a receivable arising from intercompany indebtedness existing
between or among any of the Borrower;h.
    
    Said account receivable is derived from sales made or services rendered to the obligor in
the ordinary course of the business of the Borrower;i.
    
    The obligor on said account receivable (i) is located within the United States or the
District of Columbia; (ii) is not the subject of any bankruptcy or insolvency proceeding, nor has a
trustee or receiver been appointed for all or a substantial part of its property, nor has said
obligor made an assignment for the benefit of creditors, admitted its inability to pay its debts as
they mature or suspended its business, (iii) is not affiliated, directly or indirectly, with
Borrower, as a subsidiary or affiliate, employee or otherwise; and (iv) is not a state or federal
government department, commission, board, bureau, or agency;j.
    
    Said account receivable is not owed by a customer whose principal place of business is
located in a foreign country; andk.
    
    Said account receivable did not arise from sales to an obligor as to whom fifteen percent
(15%) or more of the total accounts receivable owing by such obligor to the Borrower are delinquent
accounts receivable (that is, an account that is more than ninety (90) days delinquent).
 Eligible Account Chesapeake Devon Chesapeake Accounts Devon Accounts
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th
 Non-Recourse
  Purpose
  Maturity Date
 June 2, 2013 June 30, 2014.
 II. REPRESENTATIONS AND WARRANTIES
 A. Good Standing and Identity.
 B. Authority and Compliance
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C. Litigation .
 D. Ownership of Assets .
 E. Taxes.
 F. Financial Statements .
 G. Hazardous Wastes and Substances Hazardous Materials, Hazardous Materials et seq. et seq et seq
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III. CONDITIONS PRECEDENT
  IV. COVENANTS
  A.
    
    Affirmative Covenants.
 1. GAAP
 2.
 3.
 4.
 5.
 6. Cash Flow Coverage Ratio Cash Flow Coverage Ratio
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7. Debt
to Tangible Net Worth Ratio March 31, 2011 Debt Tangible Net Worth
 8. Current Ratio, March 31, 2011 Current Ratio
 9.
 10.
 11.
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12.
 13.
 14.
 B.
    
    Negative Covenants.
 1.
 2.
 3.
 4.
 V. EVENTS OF DEFAULT
 Event of
Default
 A.
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B.
 C.
 D.
 E.
 F. Bankruptcy Code
 VI. REMEDIES
  ONCE AN EVENT OF DEFAULT HAS OCCURRED, WESTERN MAY PURSUE THE REMEDIES PROVIDED FOR IN THIS
AGREEMENT, THE NOTES, AND THE SECURITY INSTRUMENTS WITHOUT PRESENTMENT, DEMAND, PROTEST, NOTICE OF
ACCELERATION, NOTICE OF INTENT TO ACCELERATE, NOTICE
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OF PROTEST OR NOTICE OF DISHONOR, OR ANY OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE EXPRESSLY
WAIVED BY BORROWER.
  VII. WAIVER
  VIII. NOTICES
  Borrower:
    
    Dawson Geophysical Company508 West Wall Street, Suite 800Midland, Texas 79701Western:
    
    Western National BankAttention: Mr. Wesley D. Bownds508 West Wall Street, Suite 1100Midland, Texas 79701
  IX. SUCCESSORS AND ASSIGNS
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X. SEVERABILITY OF PROVISIONS
  XI. VENUE AND JURISDICTION
  THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTIONS THAT THEY MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
BROUGHT IN ANY OF SAID COURTS AND HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND ANY
RIGHT GRANTED BY STATUTE, RULE OR COURT OR OTHERWISE TO HAVE SUCH SUIT, ACTION, OR PROCEEDING TRIED
BY A JURY.
 XII. MISCELLANEOUS
 A. Texas Law Applicable
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B. Notice of Final Agreement THIS AGREEMENT, THE NOTES, ANY CONTRACTS OR INSTRUMENTS
RELATING THERETO, REPRESENT THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND IT IS EXPRESSLY
UNDERSTOOD THAT ALL PRIOR CONVERSATIONS OR MEMORANDA BETWEEN THE PARTIES REGARDING THE TERMS OF
THIS AGREEMENT SHALL BE SUPERSEDED BY THIS AGREEMENT. ANY AMENDMENT, APPROVAL, OR WAIVER BY
WESTERN OF THE TERMS OF THIS AGREEMENT, THE NOTES AND ANY CONTRACTS OR INSTRUMENTS RELATING
THERETO, MUST BE IN WRITING OR CONFIRMED WRITING, AND SHALL BE EFFECTIVE ONLY TO THE EXTENT
SPECIFICALLY SET FORTH IN SUCH WRITING. THIS AGREEMENT, IN CONJUNCTION WITH THE NOTES AND ANY
CONTRACTS OR INSTRUMENTS RELATING THERETO, SHALL SERVE TO EVIDENCE THE TERMS OF THE ENTIRE
AGREEMENT BETWEEN THE PARTIES.
 {The remainder of this page is intentionally left blank. Signature page follows.}
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Very truly yours,WESTERN NATIONAL BANKBy:
    /s/ Wesley D. BowndsWesley D. BowndsPresident AGREED TO AND ACCEPTED AS OF THE 
30thDAY OF JUNE 2011.
BORROWER:
DAWSON GEOPHYSICAL COMPANYBy:
    /s/ Stephen C. JumperStephen C. JumperPresidentBy:
    /s/ Christina W. HaganChristina W. HaganSecretary 15