circumstances described
and shall not be deemed to prejudice any rights not specifically addressed
herein which any Agent or any Lender may now have or may have in the future
under any Loan Document.
(d)
Loan Documents. This Third Amendment shall be a Loan Document under the Credit
Agreement.
SECTION 6.RELEASE.
AS A MATERIAL INDUCEMENT TO THE LENDERS, THE COLLATERAL AGENT AND THE
ADMINISTRATIVE AGENT TO ENTER INTO THIS THIRD AMENDMENT, THE BORROWER, ON BEHALF
OF ITSELF AND ITS OWNERS, SUCCESSORS, ASSIGNS AND LEGAL REPRESENTATIVES WHETHER
OR NOT A PARTY HERETO (THE BORROWER, SUCH OWNERS, SUCCESSORS, ASSIGNS AND LEGAL
REPRESENTATIVES BEING REFERRED TO HEREIN COLLECTIVELY AND INDIVIDUALLY, AS
"OBLIGORS, ET AL."), AUTOMATICALLY, AND WITHOUT FURTHER ACTION BY ANY PERSON,
HEREBY FULLY, FINALLY AND COMPLETELY RELEASE AND FOREVER DISCHARGE EACH LENDER,
COLLATERAL AGENT AND ADMINISTRATIVE AGENT, AND THEIR RESPECTIVE SUCCESSORS,
ASSIGNS, AFFILIATES, SUBSIDIARIES, PARENTS, OFFICERS, SHAREHOLDERS, DIRECTORS,
EMPLOYEES, ATTORNEYS AND AGENTS, PAST, PRESENT AND FUTURE, AND THEIR RESPECTIVE
HEIRS, PREDECESSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY AND INDIVIDUALLY,
"LENDER, ET AL.") OF AND FROM ANY AND ALL CLAIMS, CONTROVERSIES, DISPUTES,
LIABILITIES, OBLIGATIONS, DEMANDS, DAMAGES, EXPENSES (INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS' FEES), DEBTS, LIENS, ACTIONS AND CAUSES OF
ACTION OF ANY AND EVERY NATURE WHATSOEVER RELATING TO THE FACILITIES AND/OR THE
LOAN DOCUMENTS, AND WAIVE AND RELEASE ANY DEFENSE, RIGHT OF COUNTERCLAIM, RIGHT
OF SET‐OFF OR DEDUCTION TO THE PAYMENT OF THE OBLIGATIONS WHICH OBLIGORS, ET AL.
NOW HAVE OR MAY CLAIM TO HAVE AGAINST ANY LENDER, ET AL., IN EACH CASE ARISING
OUT OF, CONNECTED WITH OR RELATING TO ANY AND ALL ACTS, OMISSIONS OR EVENTS
OCCURRING PRIOR TO THE EXECUTION OF THIS THIRD AMENDMENT.
SECTION 7.INDEMNIFICATION.
WITHOUT LIMITING ANY OF THE AGENT'S OR LENDERS' RIGHTS, OR THE LOAN PARTIES'
OBLIGATIONS, UNDER SECTION 9.04
OF THE CREDIT AGREEMENT (WHICH THE BORROWER AND
THE OTHER LOAN PARTIES HEREBY RATIFY, REITERATE AND
RECONFIRM), THE LOAN
PARTIES HEREBY AGREE TO INDEMNIFY, DEFEND AND SAVE AND HOLD HARMLESS EACH AGENT,
EACH LENDER, EACH OF THEIR AFFILIATES AND THE RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, TRUSTEES, AGENTS AND ADVISORS OF EACH OF THE FOREGOING (EACH, AN
"INDEMNIFIED PARTY") FROM AND AGAINST, AND SHALL PAY ON DEMAND, ANY AND ALL
CLAIMS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, REASONABLE FEES AND EXPENSES OF COUNSEL) THAT MAY BE INCURRED BY OR
ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF
OR IN CONNECTION WITH OR BY REASON OF
Third Amendment by and among U.S. Well Services, LLC, U.S. Well Services, Inc.,
USWS Fleet 10, LLC, USWS Fleet 11, LLC and USWS Holdings LLC and CLMG Corp., as
Administrative Agent and Term Loan Collateral Agent and the Lenders party
thereto
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(INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION
OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) THIS THIRD
AMENDMENT, THE TURBINE RENTAL AND SERVICES AGREEMENT AND THE TURBINE LEASE
TRANSACTION AND/ OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
SECTION 8.Governing Law.
THIS THIRD AMENDMENT AND ANY CLAIM, CONTROVERSY OR