DAWSON GEOPHYSICAL COMPANY
NORWEST BANK TEXAS, MIDLAND, N.A.
$11,000,000.00 April 1, 1996
This Loan Agreement, dated as of April 1, 1996, is made and entered into by and between Dawson Geophysical
Company, a Texas corporation (the "Borrower"), and Norwest Bank Texas, Midland, N.A. (the "Lender").
WHEREAS, the Borrower has requested that the Lender make loans to the Borrower; and
WHEREAS, the Bank is agreeable to the Borrower's requests but only upon and subject to the terms and
provisions which are hereinafter specified.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties
hereto hereby agree as follows:
1.1 - DEFINED TERMS. In addition to the terms defined in the preamble and elsewhere in this Agreement, the
following terms shall have the following meanings:
"Advance" means any loan disbursement to or on behalf of Borrower under any of the Loan Papers, including,
without limitation, all amounts advanced upon the execution hereof under the Notes and all Subsequent
"Affiliate" means, as to any person, (a) any other person (other than a Subsidiary) which, directly or indirectly, is
in control of, is controlled by, or is under common control with, such person or (b) any person who is a director,
officer or partner (i) of such person, (ii) of any Subsidiary of such person or (iii) of any person described in the
preceding clause (a). For purposes of this definition, "control" of a person means the power, directly or indirectly,
either to (i) vote 10% or more of the securities having ordinary voting power for the election of directors or
managers of such person or (ii) direct or cause the direction of the management and policies of such person
whether by contract or otherwise.
"Agreement" means this Loan Agreement, as amended, supplemented or otherwise modified from time to time.
"Bank Liens" means Liens in favor of Lender, sec