Exhibit 10.1
VERITEX COMMUNITY BANK - LOAN NO. 1703864
FIFTEENTH AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS FIFTEENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(this "Amendment") dated as of JUNE 30, 2018 (the "Amendment Effective Date"),
is by and between (a) VERITEX COMMUNITY BANK, a Texas state bank, as
successor-in-interest to SOVEREIGN BANK by merger (together with its successors
and assigns, "Lender"), and (b) DAWSON GEOPHYSICAL COMPANY, a Texas corporation
("Debtor"), formerly known as TGC INDUSTRIES, INC.
RECITALS
WHEREAS, Debtor and Lender entered into that certain AMENDED AND RESTATED LOAN
AND SECURITY AGREEMENT dated as of SEPTEMBER 16, 2009 (as amended, modified, and
restated from time to time, the "Agreement"), pursuant to which Lender agreed to
make certain credit facilities available to Debtor on the terms and conditions
set forth therein.
WHEREAS, in connection with the Agreement, Debtor executed that certain AMENDED
AND RESTATED PROMISSORY NOTE dated as of JUNE 30, 2015 in the
principal/notational amount of TWENTY MILLION AND NO/100 DOLLARS
($20,000,000.00), payable to the order of Lender (as amended, modified or
restated from time to time, the "Revolving Credit Note");
WHEREAS, the parties desire to amend the Agreement and modify the Revolving
Credit Note pursuant to the terms and conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1.
Defined Terms.
Capitalized terms used
in this Amendment, to the extent not otherwise defined herein, shall have the
same meanings as in the Agreement, as amended hereby.
The term "Maturity Date"
as used in the Revolving Credit Note shall have the same meaning as Revolving
Credit Maturity Date (as such term is defined in the Agreement), as amended
hereby.
2.
Amendment to Section 2(a) of the
Agreement.
Section 2(a) of the Agreement is hereby deleted in its entirety and
replaced with the following:
(a)
Establishment of Credit Facility.
Subject
to the terms and conditions set forth in this Agreement and the other Loan
Documents, Lender hereby agrees to lend to Debtor under a credit facility (the
"Revolving Credit Facility") an aggregate sum not to exceed the lesser of:
(i) an amount equal to the Borrowing Base; or (ii) TWENTY MILLION AND NO/100
DOLLARS ($20,000,000.00) (the "Maximum Amount"), on a revolving basis from time
to time during the period commencing on the date hereof and continuing until the
earlier of: (i) the acceleration of the Indebtedness pursuant to the terms of
the Loan Documents; or (ii) JUNE 30, 2019 (the earlier of such dates being the
"Revolving Credit Maturity Date").
If at any time the sum of the aggregate
principal amount of Loans outstanding hereunder exceeds lesser of the Maximum
Amount or the Borrowing Base, such amounts shall be deemed an "Overadvance."
Debtor shall immediately repay the amount of such Overadvance plus all accrued
and unpaid interest thereon upon written demand from Lender.
Notwithstanding
anything contained herein to the contrary, an Overadvance shall be considered a
Loan