Catching up and saw your post. You say:

"based on one-hundred thousandth of one percent, can you figure how much either party would have to fail to fund, in order to move the onwnership percentages by just 1%?

What the clause Milestone posted says:

"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."

Now for your calculation.... It would appear that if PTSC contributes and TPL doesn't (no loan to cover), and PTSC forces the issue per this clause, PTSC would pick up an additional 1% of the interest in the MMP for every $100K so contributed. One million, we pick up 10%, resulting in our ownership of 60%.

100,000 X .00001 = 1

1,000,000 X .00001 = 10

IMO, it would be in PTSC's best interest to keep its agreements with TPL "alive", but to exercise this clause as applicable to grab a greater interest in the MMP endeavor.

And looky what happens if we get up to 75+% ownership:

"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."

Control of PDS. Cost? $2.5M. PTSC bank? $16M.

That's not to mention that if we own 75%, 3 of every 4 dollars in future MMP revenues come to us.

I'm open to correction on any of the above. Only concern is applicability to the situation and other possible influencing factors, though the quoted clauses/excerpts are pretty clear cut IMO.

SGE