exv10w1






Exhibit
10.1


WESTERN NATIONAL BANK

508 WEST WALL STREET, SUITE 1100

MIDLAND, TEXAS

79701




June 30, 2011



Dawson Geophysical Company 508

West Wall Street, Suite 800

Midland, Texas 79701



Attention: Stephen C. Jumper, President





	 	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





Gentlemen:




Pursuant to the terms of that certain letter loan agreement, dated as of June 2, 2011 (the
“Existing Loan Agreement”), Western National Bank, a national banking association (alternatively,
“Western” the “Lender”, or the “Bank”), has previously committed to provide to Dawson Geophysical
Company, a Texas corporation (alternatively, “Dawson Geophysical” or the “Borrower”), a revolving
line of credit loan in the original principal amount of Twenty
Million and No/Dollars ($20,000,000.00) (the “Revolver Loan”). The Revolver Loan is evidenced by
that certain Revolving Line of Credit Note, also dated as of June 2, 2011, in the original
principal amount of Twenty Million and No/100 Dollars ($20,000,000.00), executed by the Borrower,
as Maker, in favor of the Bank, as Payee (the “Revolver Note”). The Revolver Note is secured by
that certain Security Agreement, also dated as of June 2, 2011, executed by Borrower, covering all
accounts, equipment, and other items of collateral described therein (the “Existing Security
Agreement”). The Bank has perfected the security interest created under the Existing Security
Agreement by filing a financing statement (the “Existing Financing Statement”). From time to time,
the Existing Security Agreement and the Existing Financing Statement may be collectively referred
to herein as the “Existing Security Instruments”.




In addition to, and not in lieu of, the Borrower’s obligations under the Revolver Loan, Borrower
has now requested that Western advance a new Term Loan to the Borrower in the original principal
amount of Sixteen Million Four Hundred Twenty-Six Thousand Six Hundred Eighty and Six/100 Dollars
($16,426,680.06) (the “Term Loan”). The Term Loan will be evidenced by that certain Term Note, of
even date herewith, in the original principal amount of Sixteen Million Four Hundred Twenty-Six
Thousand Six Hundred Eighty and Six/100 Dollars ($16,426,680.06),




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to be executed by the Borrower, as Maker, in favor of Western, as Payee (the “Term Note”). The
Revolver Loan and the Term Loan are collectively referred to herein as the “Loans”. The Revolver
Note and the Term Note are collectively referred to herein as the “Notes”.




The Borrower’s performance under the Notes will be secured by its execution of that certain
Security Agreement, of even date herewith (the “Security Agreement”), the security interest of
which will be perfected by the filing of an amendments to the Existing Financing Statement,
covering all of Borrower’s accounts, equipment, and other items of collateral described therein
(collectively, the “Security Instruments”). This Agreement, the Notes, the Security Instruments,
and any other documents executed simultaneously herewith are collectively referred to as the “Loan
Documents”.




In addition to the Revolver Loan, which the Bank acknowledges will continue to be valid and
subsisting, and for which the Borrower expressly acknowledges that it will continue to be
obligated, Western hereby agrees to advance the Term Loan to the Borrower. In consideration of
Western’s agreement to advance the Term Loan, and to maintain in place the Revolver Loan, Borrower
has agreed to execute this Loan Agreement, the Term Note, the Security Agreement and any other
documents, as applicable and required by the Bank. In addition to Borrower’s execution of these
documents, the Bank’s obligation to advance the Term Loan to the Borrower shall be subject to the
fulfillment of the following terms and conditions of this letter loan agreement (the “Agreement”):




I. TERMS 




Agreement 




This Agreement, dated as of June 30, 2011, and any extensions, renewals, or modifications hereof.




Borrower 




Dawson Geophysical Company




Bank 




Western National Bank




Commitment 




The lesser of the following amounts: (a) the combined face amount of the Notes; or (b) the sum of
the Borrowing Base then in effect for the Revolver Note, plus the amount of principal then
outstanding under the Term Loan.




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Rate 




From June 1, 2011 through June 30, 2011, interest under the Notes shall accrue at an annual rate
equal to the “Prime Rate”, as defined below, minus three-quarters of one percent (0.75%) (the
“Prime Rate Index”). Beginning as of July 1, 2011, interest under the Notes shall accrue at an
annual rate equal to either: (a) the 30-day London Interbank Offered Rate (“LIBOR”), plus two and
one-quarter percentage points (2.25%), or (b) the Prime Rate Index, as the Borrower shall choose
monthly by notifying the Bank in writing, via facsimile or e-mail, by the last day of each month,
with each change to be effective as of the first day of the following month; provided that such
interest rate shall not exceed the “Highest Lawful Rate”, as defined in the Notes, or be less than
four percent (4.0%). Should Borrower fail to notify Bank of its election of interest rate for any
given month, the interest rate shall remain at the interest rate index chosen by Borrower for the
month immediately preceding.




For purposes of this Agreement, the “Prime Rate” shall be defined as that rate established as the
prime rate in the money rate table of The Wall Street Journal, a Dow Jones publication, as of each
Business Day, as hereinafter defined, (and for holidays or weekends, the Prime Rate shall be the
prime rate published in that money rate table of The Wall Street Journal, as of the close of
business on the most recent Business Day immediately preceding such weekend or holiday). Without
notice to the Borrower or any other person, the Prime Rate may change from time to time pursuant to
the preceding sentence, with the effective date of each change to be the effective date reflected
in the money rate table of The Wall Street Journal. The Prime Rate is a reference rate and does not
necessarily represent the lowest or best rate actually charged to any customer. The Bank may make
commercial loans or other loans at rates of interest at, above, or below the Prime Rate.




In addition to the definition of “Prime Rate”, as defined above, the term “LIBOR” shall mean, with
respect to each Interest Period, as defined below, the rate as established as the 30-day LIBOR in
the money rate table of The Wall Street Journal, a Dow Jones publication, as of each Business Day,
as defined below (and for holidays or weekends, LIBOR shall be the 30-day LIBOR published in that
money rate table of The Wall Street Journal, as of the close of business on the most recent
Business Day immediately preceding such weekend or holiday). Without notice to the Borrowers or
any other person, LIBOR may change from time to time pursuant to the preceding sentence, with the
effective date of each change to be the effective date reflected in the money rate table of The
Wall Street Journal. Without notice to the Borrower or any other person, LIBOR may change from time
to time pursuant to the preceding sentence, with the effective date of each change to be the
effective date reflected in the money rate table of The Wall Street Journal. Each change in LIBOR
to be charged on the Notes will become effective without notice on the commencement of each
Interest Period based upon the Index then in effect.
“Interest Period” means each consecutive one month period (the first of which shall commence on
June 1, 2011), effective as of the first day of each Interest Period and ending on the last day of
each Interest Period; provided that if any Interest Period is scheduled to end on a date for which
there is no numerical equivalent to the date on which the Interest Period commenced, then it shall
end instead on the last day of such calendar month.




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The term “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday for
commercial banks under the laws of the State of Texas.




Security 




The Loans shall be secured by those security interests created under the Security Agreement, as
perfected under the Financing Statement.




Structure 




Under the Term Note, funds will be available until June 30, 2014, the maturity date of the Term
Loan. Under the Revolver Note, funds will be available on a revolving basis through June 2, 2013,
the maturity date of the Revolver Loan (the “Revolving Period”). During the Revolving Period, the
Borrower may borrow, repay, and re-borrow funds as long as the aggregate amount (including
outstanding letters of credit) does not exceed the Commitment.




Borrowing Base 




At any time, and from time to time, the amounts outstanding under the Revolver Note shall not
exceed the lesser of: (a) the face amount of the Revolver Note; or (b) the Borrowing Base, as
determined from time to time by the Bank, acting in its sole and unlimited discretion. As used in
this Agreement, the term “Borrowing Base” shall mean an amount equal to eighty percent (80%) of
Borrower’s Eligible Accounts.




For the purposes of this Agreement, the term “Eligible Account” shall mean an account receivable of
the Borrower (net of any credit balance, trade discount, or unbilled amount or retention) that is
contractually due, for which each of the following statements is accurate and complete (and the
Borrower, by including such account receivable in any computation of the Borrowing Base, shall be
deemed to represent and warrant to the Bank the accuracy and completeness of such statements):





	 	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; and
	 
	 	k.	 	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).





In addition to the criteria stated above for determining whether an account receivable is an
“Eligible Account”, the Bank and the Borrower agree that no such account receivable shall
constitute an Eligible Account if that account receivable arises from any single customer, other
than Chesapeake Exploration Limited Partnership and its affiliates and subsidiaries (collectively,
“Chesapeake”) or Devon Energy Group and its affiliates and subsidiaries (collectively,
“Devon”), whose accounts receivable constitute more than twenty-five percent (25%) of Borrower’s
total accounts receivable. The Bank agrees that an account receivable owed by
Chesapeake to the Borrower (collectively, the “Chesapeake Accounts”) and, likewise, an account
receivable owed by Devon to the Borrower (collectively, the “Devon Accounts”) may still qualify as
an Eligible Account even if the either set of such Eligible Accounts constitutes more than
twenty-five percent (25%) of Borrower’s total accounts receivable.




Based upon the terms of this Agreement, and the information provided and the representations made
by the Borrower to the Bank, the Bank hereby redetermines the Borrowing Base, and establishes it in
the amount of Twenty Million and No/100 Dollars ($20,000,000.00). Because the redetermined
Borrowing Base is equivalent to the principal amount available under the Revolver Loan, the Bank
will only be able to increase the Borrowing Base if the Borrower




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agrees to pledge additional Collateral, or other circumstances exist that would justify such an
increase.




If the aggregate amounts outstanding under the Revolver Note exceed the Borrowing Base at any time,
the Bank will provide written notice of that event to Borrower. On or before the tenth
(10th) day following Borrower’s receipt of such notification, Borrower will either, at
the direction of the Bank, acting in its sole and absolute discretion: (a) make a mandatory payment
to the Bank of the principal of the Revolver Note in an amount at least equal to the amount
necessary to cause the outstanding principal balance of the Revolver Note to be less than or equal
to the Borrowing Base; or (b) create liens on other assets of Borrower, satisfactory in nature,
quantity, and value to the Bank, acting in its sole discretion, said assets to have a fair market
value sufficient to at least equal to the amount necessary to cause the outstanding principal
balance of the Revolver Note to be less than or equal to the Borrowing Base.




Non-Recourse 




Although the Borrower is responsible on a corporate basis for the full repayment of principal and
interest due on the Obligations and for any other Event of Default for which the Borrower is
responsible, the Bank specifically acknowledges and agrees that neither any of the directors,
officers, or employees of the Borrower nor any of the Borrower’s shareholders shall have any
personal liability whatsoever for the repayment of the Loans. The sole party responsible for
repayment of the Loans shall be the Borrower, and the sole security for the Loans shall be the
Collateral covered by the Security Instruments.




Purpose 




Funds from the Revolver Loan were used to renew and extend indebtedness owed to the Bank by the
Borrower and to provide additional funds for working capital. Funds from the Term Loan will be used
to purchase equipment. No proceeds from the Loans shall be used for the purpose of purchasing or
carrying margin stock in violation of Regulations G, U, or X of the Board of Governors of the
Federal Reserve System.




Maturity Date 




As stated, the maturity date of the Revolver Note is June 2, 2013, and the maturity date of the
Term Note is June 30, 2014.




II. REPRESENTATIONS AND WARRANTIES




     A. Good Standing and Identity. The Borrower is a corporation, duly organized and in
good standing under the laws of Texas. The Borrower’s legal name is that reflected in the address
of this Agreement. Borrower has the power to own its property and to carry on its business in each
jurisdiction in which the Borrower operates.



     B. Authority and Compliance. The Borrower has full power and authority to enter into
this Agreement, to make the borrowing hereunder, to execute and deliver the Notes, to



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mortgage those interests covered by the Security Instruments, and to incur the obligations provided
for herein, all of which will be duly authorized by all proper and necessary corporate action. No
consent or approval of any public authority is required as a condition to the validity of this
Agreement, the Notes, and the Security Instrument, and Borrower is in compliance with all laws and
regulatory requirements to which he is subject.




     C. Litigation. There are no proceedings pending or, to the knowledge of Borrower,
threatened before any court or administrative agency that will or may have a material adverse
effect on the financial condition or operations of Borrower, except as disclosed to the Bank in
writing prior to the date of this Agreement.



     D. Ownership of Assets. As of the date of this Agreement, Borrower has good title to
the interests covered by the Security Instruments and any other collateral pledged and the other
collateral is owned free and clear of liens. Borrower will at all times maintain its tangible
property, real and personal, in good order and repair, taking into consideration reasonable wear
and tear.



     E. Taxes. All income taxes and other taxes due and payable through the date of this
Agreement have been paid prior to becoming delinquent.



     F. Financial Statements. The books and records of the Borrower properly reflect the
financial condition of the Borrower in all material respects, and there has been no material change
in Borrower’s financial condition as represented in its most recent financial statements.



     G. Hazardous Wastes and Substances. To the best knowledge of the Borrower, the
Borrower and its properties are in compliance with applicable state and federal environmental laws
and regulations and the Borrower is not aware of and has not received any notice of any violation
of any applicable state or federal environmental law or regulation and there has not heretofore
been filed any complaint, nor commenced any administrative procedure, against the Borrower or any
of its predecessors, alleging a violation of any environmental law or regulation. Currently and
from time to time, the Borrower, in the course of its regular business, may use or generate on a
portion of its properties materials which are “Hazardous Materials”, as that term is defined below.
The Borrower has and will make a good faith attempt to comply with all applicable statutes and
regulations in the use, generation and disposal of such materials. To the best of its knowledge,
the Borrower has not otherwise installed, used, generated, stored or disposed of any hazardous
waste, toxic substance, asbestos or related material on its properties. For the purposes of this
Agreement, the term “Hazardous Materials” shall be defined to include, without limitation, those
substances referred to above, as well those substances defined as “hazardous substances” or “toxic
substances” in the Comprehensive Environmental Response
Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9061, et seq., Hazardous
Materials Transportation Act, 49 U.S.C. §1802, et seq., and the Resource Conservation and
Recovery Act, 42 U.S.C. §6901, et seq., or as “hazardous substances,” “hazardous waste” or
“pollutant or contaminant” in any other applicable federal, state or local environmental law or
regulation. There do not exist upon any property owned by Borrower any underground storage tanks or
facilities, and to the knowledge of Borrower, none of such property has ever been used for the
treatment, storage, recycling, or disposal of any Hazardous Materials.



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III. CONDITIONS PRECEDENT




The provisions of this Agreement will serve as the terms of the relationship among the Borrower,
and the Bank.. Prior to any funds being made available, Borrower will execute and deliver to the
Bank, in form and substance satisfactory to the Bank, this Agreement, the Term Note, and the
Security Instruments.




IV. COVENANTS




Unless the Bank will otherwise consent in writing, and so long as any debt remains outstanding or
the commitment still available, the Borrower agrees to comply with the following covenants:





	 	A.	 	Affirmative Covenants.






     1. As soon as available, but in any event not later than ninety (90) days after the
end of each fiscal year, Borrower will provide financial statements, in form and substance
satisfactory to the Bank, reflecting Borrower’s financial performance as of the end of such
year and the related statements of income and changes in cash flows for such year, with the
next of such fiscal years to be measured being the one ending on September 30, 2011, such
statements to be audited by an independent certified accountant and to be prepared
according to generally accepted accounting principles, consistently applied (“GAAP”).




     2. Within ninety (90) days of the end of each fiscal quarter, with the next fiscal
quarter ending as of March 31, 2011, the Borrower will submit to the Bank a financial
statement reflecting Borrower’s financial performance during the previous calendar quarter,
such statements to be reviewed by an independent certified accountant and to be prepared
according to GAAP.




     3. Within thirty (30) days of the end of each calendar month, Borrower shall provide
monthly accounts receivable aging reports.




     4. Within thirty (30) days of transmitting any tax return to any governmental
authority, the Borrower will submit to the Bank a copy of that tax return.




     5.
Within thirty (30) days following the end of each calendar month, Borrower shall provide a monthly borrowing base report and compliance certificate in the
form attached hereto as Exhibit “A”.




     6. Borrower shall maintain an average “Cash Flow Coverage Ratio” (as that term is
defined below) of not less than 1.50 to 1.0, calculated quarterly, beginning with the
quarter ending as of March 31, 2011, from the date of the Loans to maturity. For purposes
of this Agreement, the term “Cash Flow Coverage Ratio” means, with
respect to any period of calculation thereof, the ratio of the sum of: (a) the net income
(or loss)



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from continuing operations of Borrower during such period calculated after any and all
distributions to shareholders, plus (b) interest, depreciation, depletion, and amortization
expenses of Borrower during such period, less (c) gains from the sale of any assets; plus
(d) losses from the sale of any assets; less (e) extraordinary adjustments to net income
divided by (f) all scheduled capital lease obligations and all principal and interest
payments due for the period subject to measurement, all determined in accordance with GAAP.




     7. For any time period for which reporting is required, Borrower will maintain a “Debt
to Tangible Net Worth Ratio” of less than 1.50 to 1.00 to be measured quarterly, beginning
with the quarter ending as of March 31, 2011. For purposes of this paragraph, “Debt” shall
mean, all liabilities, obligations, and indebtedness of the Borrower, of any kind or
nature, now or hereafter owing, arising, due or payable, howsoever evidenced, created,
incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed, or
otherwise, and “Tangible Net Worth” means the excess, if any, of the total assets of
Borrower over all items of indebtedness, obligations, or liability which would be
classified as liabilities of Borrower, for the time period to be measured, each to be
determined in accordance with GAAP; provided, however, that for the purposes of any such
computation of Tangible Net Worth, “assets” will not include
(a) goodwill (whether representing the excess of cost over book value of assets acquired or
otherwise), and (b) patents, trademarks, trade names, copyrights, franchises, and deferred
charges.




     8. Borrow shall maintain a “Current Ratio”, as defined below, of not less than 1.50 to
1.0, measured quarterly, beginning with the quarter ending on March 31, 2011, from the date
of the Loans to maturity. For purposes of this Agreement, “Current Ratio” means, with
respect to any period of calculation thereof, the ratio of the sum of:
(a) current assets, plus (b) availability under the Revolver Loan, divided by (c) current
liabilities. Current assets shall include a minimum balance of cash, plus marketable
securities, of not less than $3,500,000.00, provided that this requirement is only
applicable if funds are outstanding under the Notes.




     9. Borrower shall submit copies of all financial statements, reports, notices, and
proxy statements sent or made available generally by the Borrower to its shareholders, of
all regular and periodic reports and all private placement memorandums and all registration
statements and prospectuses, if any, filed by the Borrower with any securities exchange or
with the Security Exchange Commission; and all press releases and other statements made
available generally by the Borrower to the public concerning material changes in the
business of the Borrower upon their becoming available, but in no event later than 10 days
after the same was sent.




     10. Borrower will maintain all primary operating accounts with the Bank.




     11. The Borrower will maintain its existence in good standing and comply with all
laws, regulations and governmental requirements applicable to it or to any of its property,
business operations and transactions.



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     12. The Borrower will promptly pay any reasonable costs incurred by the Bank in
connection with the preparation or enforcement of this Agreement, the Notes, the Security
Instruments, and any other documentation executed concurrently herewith.




     13. The Borrower will remain in substantial compliance with same and will not place or
permit to be placed any Hazardous Materials on any of its properties in violation of
applicable state and federal environmental laws. In the event that the Borrower should
discover any Hazardous Materials on any of its properties that could result in a breach of
the foregoing covenant, the Borrower shall notify the Bank within three (3) days after such
discovery. The Borrower shall dispose of all material amounts of Hazardous Materials that
it generates only at facilities or with carriers that maintain valid governmental permits
under the Resource Conservation and Recovery Act, 42 U.S.C. §6901. In the event of any
notice or filing of any procedure against the Borrower alleging a violation of any
environmental law or regulation, the Borrower shall give notice to the Bank within five (5)
days after receiving notice of such notice or filing.




     14. The Borrower will provide such other information as the Bank may reasonably
request from time to time in its sole discretion.




	 	B.	 	Negative Covenants.






     1. The Borrower will not make any change in its present accounting method or change
its present fiscal year.




     2. The Borrower will not make any substantial change in the nature of its business as
now conducted.




     3. The Borrower will not reorganize or merge with any other entity, without the prior
written consent of the Bank.




     4. With respect to the Borrower’s interest in any of the properties covered by the
Security Instrument, the Borrower will not sell, contract to sell, convey, assign,
transfer, mortgage, pledge, hypothecate, encumber, or in any way alienate that interest in
such properties, without the consent of the Bank.



V. EVENTS OF DEFAULT




The occurrence and continuing existence of any one of the following will constitute an “Event of
Default” under this Agreement and the Notes:




     A. Borrower fails to pay when due any principal, interest, or other amount payable under this
Agreement, the Notes, or any other promissory notes executed or guaranteed by the Borrower in favor
of the Bank;




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     B. Any representation or warranty made by the Borrower hereunder or in any related
collateral security or other documents entered into with the Bank proves to be at any time
incorrect in any significant respect;



     C. The Borrower fails to observe or perform any covenant, obligation, agreement, or other
provision contained herein or in any other contract or instrument executed in connection herewith;



     D. Any default or defined Event of Default under any security agreement, deed of trust,
promissory note, loan agreement or other contract or instrument executed by the Borrower pursuant
to, or as required by, this Agreement;



     E. Any final judgment or judgments for the payment of money is rendered against Borrower and
is not be satisfied or discharged at least thirty (30) days prior to the date on which any of their
assets could be lawfully sold to satisfy such judgment or judgments, unless Borrower brings
litigation to stay same; or



     F. Borrower: (i) becomes insolvent, or suffers or consents to, or applies for the appointment
of a receiver, trustee, custodian or liquidator for himself or any of his property, or generally
fails to pay his debts as they become due, or makes a general assignment for the benefit of
creditors; or (ii) files a voluntary petition in bankruptcy, or seeking reorganization, in order to
effect a plan or other arrangement with creditors or any other relief under the Bankruptcy
Reform Act, Title 11 of the United States Code, as recodified from time to time (“Bankruptcy Code”), or as now or
hereafter in effect, or any involuntary  petition or
proceeding  pursuant to said Bankruptcy Code or any other applicable state or federal law
relating to bankruptcy or reorganization or other relief for debtors is filed or commenced against
Borrower; or (iii) files any answer admitting the jurisdiction of the court and the material
allegations of any such involuntary petition; or (iv) is adjudicated a bankrupt, under said
Bankruptcy Code or any other state or federal law relating to bankruptcy, reorganization, or other
relief for debtors.




VI. REMEDIES



If any Event of Default occurs, any term hereof or of the Notes to the contrary notwithstanding,
the Notes shall at the Bank’s option become immediately due and payable. In addition, the obligation, if any, of the Bank to permit further
borrowings hereunder will immediately cease and terminate and the Bank will have all rights,
powers, and remedies available under this Agreement, the Notes, or other contracts or instruments
executed in connection herewith, or accorded by law, including, without limitation, the right to
resort to any or all of the collateral and to exercise any or all of its rights, powers, or
remedies at any time and from time to time after the occurrence of an Event of Default.



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.



All rights, powers, and remedies of the Bank in connection with this Agreement, the promissory
notes or any other contract or instrument on which the Borrower may at any time be obligated to the
Bank (or any holder thereof) are cumulative and not exclusive and will be in addition to any other
rights, powers, or remedies provided by law or equity, including without limitation the right to
set off any liability owing by the Bank to the Borrower (including sums deposited in any deposit
account of Borrower with the Bank) against any liability of the Borrower to the Bank.




VII. WAIVER



No delay, failure, or discontinuation by the Bank, or any holder of the Notes, in exercising any
right, power, or remedy under this Agreement, the Notes or any other contract or instrument on
which the Borrower may at any time be obligated to the Bank (or any holder thereof) will affect or
operate as waiver of such right, power or remedy. Any waiver, permit, consent, or approval of any
kind by the Bank (or any holder of the Notes), or of any provisions or conditions of, or any breach
or default under this Agreement, the Notes or any other contract or instrument on which the
Borrower may at any time be obligated, must be in writing and will be effective only to the extent
set forth in such writing.




VIII. NOTICES



All notices, requests, and demands given to or made upon the respective parties must be in writing
and shall be deemed to have been given or made: (1) at the time of personal delivery thereof, (2)
or two days after any of the same are deposited in the U.S. Mail, first class and postage prepaid,
addressed as follows:




	 	 	 	 	 

	 

	 	Borrower:
	 	Dawson Geophysical Company
	 

	 	 	 	508 West Wall Street, Suite 800
	 

	 	 	 	Midland, Texas 79701
	 
	 	 	 	 
	 

	 	Western:
	 	Western National Bank
	 

	 	 	 	Attention: Mr. Wesley D. Bownds
	 

	 	 	 	508 West Wall Street, Suite 1100
	 

	 	 	 	Midland, Texas 79701





or other such address as any party may designate by written notice to all other parties.




IX. SUCCESSORS AND ASSIGNS



This Agreement will be binding on and inure to the benefit of the heirs, executors, administrators,
legal representatives, successors, and assigns of the parties, provided, however, that this
Agreement may not be assigned by the Borrower without the prior written consent of the Bank. The
Bank reserves the right to sell, assign, transfer, negotiate, or grant participations in all or any
part of, or any interest in, the Bank’s rights and benefits under this Agreement, the Notes







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or any contracts or instruments relating thereto. In connection therewith, the Bank may disclose
all documents and information which the Bank now has or may hereafter acquire relating to the loan
or the Notes, the Borrower or his business, or any collateral required hereunder.




X. SEVERABILITY OF PROVISIONS



If any of the provisions of this Agreement shall be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or any remaining provisions of this Agreement.




XI. VENUE AND JURISDICTION



Any suit, action or proceeding against the Borrower arising out of or relating to this Agreement or
any judgment entered by any court in respect thereof, may be brought or enforced in the courts of
the State of Texas, County of Midland, or in the United States District Court for the Western
District of Texas, as Western in its sole discretion may elect, and Borrower hereby submits to the
nonexclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding.
The Borrower hereby irrevocably consents to service of process in any suit, action or proceeding in
any of said courts by the mailing thereof by the Bank by registered or certified mail, postage
prepaid, to the Borrower, at the address set forth herein.




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. This Agreement, the Notes, the Security Instruments, and any
contracts or instruments relating thereto, shall be governed by and construed in accordance with
the laws of the State of Texas, except to the extent that the Bank has greater rights or remedies
under federal law or the law of any jurisdiction in which the collateral properties are located, in
which case such choice of Texas law shall not be deemed to deprive the Bank of such rights and
remedies under federal law or the law of any jurisdiction in which the collateral properties are
located, in which case such choice of Texas law shall not be deemed to deprive the Bank of such
rights and remedies as may be available under such law.



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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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     Please acknowledge your acceptance of and agreement to the terms of this Agreement by dating
and executing where indicated.



	 	 	 	 	 
	 	Very truly yours,





WESTERN NATIONAL BANK

 	 
	 	By:  	/s/ Wesley D. Bownds 	 
	 	 	Wesley D. Bownds  	 
	 	 	President	 
	 



	 	 	 	 	 
	 	AGREED TO AND ACCEPTED AS OF THE 

30th DAY OF JUNE 2011.



BORROWER:



DAWSON GEOPHYSICAL COMPANY

 	 
	 	By:  	/s/ Stephen C. Jumper 	 
	 	 	Stephen C. Jumper  	 
	 	 	President	 
	 	 	 
	 	By:  	/s/ Christina W. Hagan 	 
	 	 	Christina W. Hagan  	 
	 	 	Secretary	 
	 




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