TPL is obviously concerned about not meeting a capital call from PDS thereby causing Patriot to have a larger percentage. Yet, the Official Committee has allowed for a provision whereby TPL can divert money away from Creditors to make its capital call contribution in any given quarter as long as they make up the money owed to creditors pursuant to the Committee Plan, before the end of the calendar year.

Why would Carl agree to such a thing when it is clear from the PNewco Operating Agreement that (PTSC) can exercise its right to gain a bigger percentage and should do everything to protect the interests of its shareholders

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P Newco Operating Agreement

3.5 Effect of Certain Events on Membership

(a) Bankruptcy, Foreclosure or Other similar Event. In the event of a Member’s bankruptcy, or the foreclosure upon or other similar proceeding with respect to that Member’s interest in the MSD Patents or that Member’s Percentage Interest:

(i) any and all rights that Member may have under Section 4.2 of this Operating Agreement shall automatically terminate; and

(ii) any and all rights that Member may have under Sections 2.2..1 and 2.2.2. of the P Newco License or T newco License, as the case may be , shall automatically and without further action by any of the parties thereto be irrevocably transferred to the Company p. 14 of 34

5.4 Failure to Make Contributions. The failure of Patriot or TPL to make Working Capital Contributions when due pursuant to the Section 5.3 shall result in the following adjustments to that Member’s Percentage Interest:

(a) For each One Dollar ($1) that is not contributed by Patriot or TPL when due pursuant to Section 5.3, one hundred thousandth of a percent (0.00001%) of the outstanding Percentage Interests of the Company shall be deducted from that Member’s Percentage Interest and transferred to the other Member. As an example if a Member failed to contribute One Million Dollars ($1,000,000) when due pursuant to Section 5.3 ten percent (10%) of the outstanding Percentage Interests of the Company would be deducted from that Member’s Percentage Interest and transferred to the other Member.

(b) In the event that Patriot’s Percentage Interest falls below 25%, Patriot shall lose the right to appoint the Patriot Appointee pursuant to Section 4.2(a) and TPL shall have the right to appoint the Patriot Appointee , such that TPL shall have the right to appoint two (2) of the three (3) Managers. In the event that TPL’s Percentage Interest falls below 25%, TPL shall lose the right to appoint the TPL Appointee pursuant to Section 4.2(b) and Patriot shall have the right to appoint the TPL Appointee, such that Patriot shall have the right to appoint two (2) of the three (3) Managers.

http://photos.imageevent.com/banos/tplbkplan21414/Operating%20Agreement%20P-NEWCO.pdf