conversations.from: human
conversations.value: Complete the next paragraph of this contract: COMPLETION AND LIOUDm MAINTENANCE 4GRFFMFST
  THIS COMPLEHON AGREEMENT AND UQITDITV MAINTENANCE AGREEMENT ( 'Agreement") {5 made and entered into effective as of June 29, 2006 between PRIMEEVERG\'CORPORATION ( Time"), GUARANTY BANK, FSB ('Guaranty") and PRIME OFFSHORELT.C. T: Offshore"!
  Prime is the majority shareholder of Prime Offshore L.L.C. COffshore"! Offshore and Guaranty are parties to a Credit Agreement dated June 29, 2006, by and between Offshore as Borrower and Guaranty, as Agent and Lender i "Credit Agreement'T wherein Guaranty is loaning certain funds to Offshore to drill and complete wells and construct, install and operate in-field and flow pipelines, caissons, platforms and production facilities for wells m South Padre Island Area OCS Blocks 1113, 1059, 1060, 1073 and 1133 and North Padre Island Area OCS Block 998 T'Derelopment Project").
  1. Completion Commrtiryr.t
  Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a "Project Field.''
conversations.from: assistant
conversations.value: For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:
  A) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:
  a) obtaining required permits, easements and governmental approvals;
  b) executing necessary" construction contract(s);
  c) completing tests considered usual and customary" and required to be conducted with results tn accordance with those necessary" to permit operations;
conversations.from: human
conversations.value: Next lines please.
conversations.from: assistant
conversations.value: COMPLETION AND LIOUDm MAINTENANCE 4GRFFMFST
  THIS COMPLEHON AGREEMENT AND UQITDITV MAINTENANCE AGREEMENT ( 'Agreement") {5 made and entered into effective as of June 29, 2006 between PRIMEEVERG\'CORPORATION ( Time"), GUARANTY BANK, FSB ('Guaranty") and PRIME OFFSHORELT.C. T: Offshore"!
  Prime is the majority shareholder of Prime Offshore L.L.C. COffshore"! Offshore and Guaranty are parties to a Credit Agreement dated June 29, 2006, by and between Offshore as Borrower and Guaranty, as Agent and Lender i "Credit Agreement'T wherein Guaranty is loaning certain funds to Offshore to drill and complete wells and construct, install and operate in-field and flow pipelines, caissons, platforms and production facilities for wells m South Padre Island Area OCS Blocks 1113, 1059, 1060, 1073 and 1133 and North Padre Island Area OCS Block 998 T'Derelopment Project").
  1. Completion Commrtiryr.t
  Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a "Project Field.''
  For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:
  A) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:
  a) obtaining required permits, easements and governmental approvals;
  b) executing necessary" construction contract(s);
  c) completing tests considered usual and customary" and required to be conducted with results tn accordance with those necessary" to permit operations;
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: d) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:
  e) causing all costs of the Development Project to be paid when due; and,
  B) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).
  As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty" the assumption of all costs for Project Completion.
  2. Licuieitv Maintenance
  Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion
  This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.
  Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.
  This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.
  This agreement is executed the date first hereinafter written,
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: PRIMEEVERGY CORPORATION By:-*" Beverly A. Cummings______ Beverly A. Cummings Executive Vice President
  -2 -
  PRIME OFFSHORE L.L.C. Byi'Sj' JimR- Brcck___________________ JiinE. Brcck President and Chief Financial Officer
  GUARANTY BANK, FS B ' Kelly L. ELmcre. El Kell)r L Ebncre. IH Senicr Vice Press idenl
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: COMPLEHON AGREEMENT AND UQITDITV MAINTENANCE AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * PRIME OFFSHORE L.L.C.
  * PRIMEEVERGY CORPORATION
  * Offshore
  * GUARANTY BANK
  * Prime
  * Guaranty
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: June 29, 2006
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: June 29, 2006
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: I can't tell from this context.
conversations.from: human
conversations.value: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice?
conversations.from: assistant
conversations.value: I don't know. Can you provide more information?
conversations.from: human
conversations.value: What is the notice period required to terminate renewal?
conversations.from: assistant
conversations.value: I can't tell from this context.
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.
conversations.from: human
conversations.value: Is there a restriction on a party’s soliciting or hiring employees and/or contractors from the  counterparty, whether during the contract or after the contract ends (or both)?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Does intellectual property created  by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Does the contract limit the ability of a party to transfer the license being granted to a third party?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor? ?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is there a clause granting one party an “enterprise,” “all you can eat” or unlimited usage license?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Does the contract contain a  license grant that is irrevocable or perpetual?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
conversations.from: assistant
conversations.value: I can't tell from this context.