AMENDED AND RESTATED CREDIT AGREEMENT dated as of [ ], 2014 among LANDMARK INFRASTRUCTURE OPERATING COMPANY LLC, as Borrower, LANDMARK INFRASTRUCTURE PARTNERS LP, THE LENDERS FROM TIME TO TIME PARTY HERETO, and SUNTRUST BANK as Administrative AgentCredit Agreement • October 30th, 2014 • Landmark Infrastructure Partners LP • Lessors of real property, nec • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2014, by and among LANDMARK INFRASTRUCTURE OPERATING COMPANY LLC, a Delaware limited liability company (the “Borrower”), LANDMARK INFRASTRUCTURE PARTNERS LP, a Delaware limited partnership (the “MLP”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LANDMARK INFRASTRUCTURE PARTNERS LP A Delaware Limited Partnership Dated as of April 4, 2016Landmark Infrastructure Partners LP • April 4th, 2016 • Lessors of real property, nec • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LANDMARK INFRASTRUCTURE PARTNERS LP, dated as of April 4, 2016, is entered into by and between LANDMARK INFRASTRUCTURE PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.
LANDMARK INFRASTRUCTURE PARTNERS LP PHANTOM UNIT AGREEMENTPhantom Unit Agreement • October 30th, 2014 • Landmark Infrastructure Partners LP • Lessors of real property, nec • Delaware
Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), Landmark Infrastructure Partners GP LLC (the “Company”), as the general partner of Landmark Infrastructure Partners LP (the “Partnership”), hereby grants to the individual identified in the Grant Notice below (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions of this Agreement and the Landmark Infrastructure Partners LP 2014 Long-Term Incentive Plan, as amended from time to time (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit granted hereunder shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined herein, sha
ASSET PURCHASE AGREEMENT between LANDMARK INFRASTRUCTURE HOLDING COMPANY LLC and LANDMARK INFRASTRUCTURE OPERATING COMPANY LLC Dated December 18, 2015Asset Purchase Agreement • December 21st, 2015 • Landmark Infrastructure Partners LP • Lessors of real property, nec
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into and effective as of December 18, 2015 (the “Effective Date”), by and between Landmark Infrastructure Holding Company LLC, a Delaware limited liability company (“Landmark”), and Landmark Infrastructure Operating Company LLC, a Delaware limited liability company (“OpCo”), a wholly owned subsidiary of Landmark Infrastructure Partners LP (“Partnership”). Landmark and OpCo may be singularly referred to as a “Party” and collectively referred to as the “Parties.”
3,000,000 Common Units LANDMARK INFRASTRUCTURE PARTNERS LP COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2016 • Landmark Infrastructure Partners LP • Lessors of real property, nec • New York
Landmark Infrastructure Partners LP, a Delaware limited partnership (the “Partnership”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), subject to the terms and conditions stated herein, 3,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 19, 2014 among LANDMARK INFRASTRUCTURE OPERATING COMPANY LLC, as Borrower, LANDMARK INFRASTRUCTURE PARTNERS LP, THE LENDERS FROM TIME TO TIME PARTY HERETO, and SUNTRUST BANK as Administrative...Guaranty and Security Agreement • November 26th, 2014 • Landmark Infrastructure Partners LP • Lessors of real property, nec • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2014, by and among LANDMARK INFRASTRUCTURE OPERATING COMPANY LLC, a Delaware limited liability company (the “Borrower”), LANDMARK INFRASTRUCTURE PARTNERS LP, a Delaware limited partnership (the “MLP”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”).
CASH MANAGEMENT AGREEMENT Dated as of June 6, 2018 amongCash Management Agreement • June 12th, 2018 • Landmark Infrastructure Partners LP • Lessors of real property, nec • New York
CASH MANAGEMENT AGREEMENT (this “Agreement”), dated as of June 6, 2018, among LMRK Issuer Co III LLC, a Delaware limited liability company (the “Issuer”), LMRK PropCo 3 LLC, a Delaware limited liability company (the “Original Asset Entity” and, together with any entity that becomes a party hereto after the date hereof as an “Additional Asset Entity” pursuant to a Joinder Agreement in substantially the form of Exhibit H of the Indenture, the “Asset Entities” and, the Asset Entities and the Issuer, collectively, the “Obligors”), Wilmington Trust, National Association, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”) and in its capacity as a “securities intermediary” (as defined in Section 8-102 of the UCC (in such capacity, the “Securities Intermediary”)) and Landmark Infrastructure Partners GP LLC, a Delaware limited liability company (the “Manager”).
Delaware Revised Uniform Limited Partnership ActLandmark Infrastructure Partners LP • September 10th, 2021 • Lessors of real property, nec
Delaware Code Title 6 § 17-212: A partnership agreement or an agreement of merger or consolidation or a plan of merger or a plan of division may provide that contractual appraisal rights with respect to a partnership interest or another interest in a limited partnership shall be available for any class or group or series of partners or partnership interests in connection with any amendment of a partnership agreement, any merger or consolidation in which the limited partnership or a registered series of the limited partnership is a constituent party to the merger or consolidation, any division of the limited partnership, any conversion of the limited partnership to another business form, any conversion of a protected series of the limited partnership to a registered series of such limited partnership, any conversion of a registered series of the limited partnership to a protected series of such limited partnership, any transfer to or domestication or continuance in any jurisdiction by t
OMNIBUS AGREEMENT by and among LANDM ARK DIVIDEND LLC, LANDMARK DIVIDEND GROWTH FUND - C LLC, LANDMARK DIVIDEND GROWTH FUND - E LLC, LANDMARK DIVIDEND GROWTH FUND - F LLC, LANDMARK DIVIDEND GROWTH FUND - G LLC, LANDMARK DIVIDEND GROWTH FUND - H LLC,...Omnibus Agreement • November 26th, 2014 • Landmark Infrastructure Partners LP • Lessors of real property, nec • Delaware
This OMNIBUS AGREEMENT (“Agreement”) is entered into as of the Effective Date by and among LANDMARK DIVIDEND LLC, a Delaware limited liability company (“Landmark”), LANDMARK DIVIDEND GROWTH FUND — C LLC, a Delaware limited liability company (“Fund C”), LANDMARK DIVIDEND GROWTH FUND — E LLC, a Delaware limited liability company (“Fund E”), LANDMARK DIVIDEND GROWTH FUND — F LLC, a Delaware limited liability company (“Fund F”), LANDMARK DIVIDEND GROWTH FUND — G LLC, a Delaware limited liability company (“Fund G”), LANDMARK DIVIDEND GROWTH FUND — H LLC, a Delaware limited liability company (“Fund H”), LANDMARK INFRASTRUCTURE PARTNERS LP, a Delaware limited partnership (the “Partnership”), and LANDMARK INFRASTRUCTURE PARTNERS GP LLC, a Delaware limited liability company (the “General Partner”).
MIDLAND LOAN SERVICES, a division of PNC Bank, National Association, as Servicer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee, SERVICING AGREEMENT Dated as of November 30, 2017 Secured Tenant Site Contract Revenue NotesServicing Agreement • December 5th, 2017 • Landmark Infrastructure Partners LP • Lessors of real property, nec • New York
This Servicing Agreement (this “Agreement”) is dated and effective as of November 30, 2017, between MIDLAND LOAN SERVICES, a division of PNC Bank, National Association, as servicer (in such capacity, the “Servicer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as indenture trustee under the Indenture referred to below (in such capacity, the “Indenture Trustee”).
MEMBERSHIP INTEREST CONTRIBUTION AGREEMENT among LANDMARK DIVIDEND GROWTH FUND - E LLC LANDMARK DIVIDEND LLC and LANDMARK INFRASTRUCTURE PARTNERS LP Dated August 18, 2015Membership Interest Contribution Agreement • August 19th, 2015 • Landmark Infrastructure Partners LP • Lessors of real property, nec
THIS MEMBERSHIP INTEREST CONTRIBUTION AGREEMENT (the “Agreement”) is entered into and effective as of August 18, 2015 (the “Effective Date”), by and among Landmark Dividend Growth Fund - E LLC, a Delaware limited liability company (“Fund E”), Landmark Infrastructure Partners LP, a Delaware limited partnership (the “Partnership”) and, solely with respect to Article 9, Landmark Dividend LLC, a Delaware limited liability company (the “Sponsor”). Fund E and the Partnership may be singularly referred to as a “Party” and collectively referred to as the “Parties.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • November 26th, 2014 • Landmark Infrastructure Partners LP • Lessors of real property, nec • Delaware
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of November 19, 2014 (this “Agreement”), is by and among LANDMARK INFRASTRUCTURE PARTNERS LP, a Delaware limited partnership (the “Partnership”), LANDMARK INFRASTRUCTURE PARTNERS GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), LANDMARK INFRASTRUCTURE OPERATING COMPANY LLC, a Delaware limited liability company (“OPCO”), LANDMARK INFRASTRUCTURE ASSET OPCO LLC, a Delaware limited liability company (“Blocker”), LANDMARK DIVIDEND LLC, a Delaware limited liability company (“Landmark”), LANDMARK DIVIDEND GROWTH FUND A — LLC, a Delaware limited liability company (“Fund A”) and LANDMARK DIVIDEND GROWTH FUND D — LLC, a Delaware limited liability company (“Fund D”) (each, a “Party” and collectively, the “Parties”).
ASSET PURCHASE AGREEMENT between LANDMARK INFRASTRUCTURE HOLDING COMPANY LLC and LANDMARK INFRASTRUCTURE OPERATING COMPANY LLC Dated March 4, 2015Asset Purchase Agreement • March 5th, 2015 • Landmark Infrastructure Partners LP • Lessors of real property, nec
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into and effective as of March 4, 2015 (the “Effective Date”), by and between Landmark Infrastructure Holding Company LLC, a Delaware limited liability company (“Landmark”), and Landmark Infrastructure Operating Company LLC, a Delaware limited liability company (“OpCo”). Landmark and OpCo may be singularly referred to as a “Party” and collectively referred to as the “Parties.”
GUARANTEE AND SECURITY AGREEMENT made by LMRK GUARANTOR CO III LLC, as Guarantor in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee Dated as of June 6, 2018Guarantee and Security Agreement • June 12th, 2018 • Landmark Infrastructure Partners LP • Lessors of real property, nec • New York
GUARANTEE AND SECURITY AGREEMENT (this “Agreement”), dated as of June 6, 2018 made by LMRK Guarantor Co III LLC, a Delaware limited liability company (the “Guarantor”), in favor of Wilmington Trust, National Association, not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”) under the indenture, dated as of June 6, 2018 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among LMRK Issuer Co III LLC, a Delaware limited liability company (the “Issuer”), LMRK PropCo 3 LLC, a Delaware limited liability company (the “Original Asset Entity” and, together with any entity that becomes a party thereto after the date thereof as an “Additional Asset Entity” pursuant to a Joinder Agreement in substantially the form of Exhibit H thereto, the “Asset Entities” and, the Asset Entities and the Issuer, collectively, the “Obligors”), and the Indenture Trustee and is acknowledged and agreed to by the Indenture Trustee.
PATENT LICENSE AGREEMENTPatent License Agreement • November 26th, 2014 • Landmark Infrastructure Partners LP • Lessors of real property, nec • California
THIS PATENT LICENSE AGREEMENT (“Agreement”) is entered into as of November 19, 2014 (the “Effective Date”) between AMERICAN INFRASTRUCTURE FUNDS, LLC, having a principal place of business located at 950 Tower Lane, Suite 800, Foster City, CA 94404 (“AIF”), and LANDMARK INFRASTRUCTURE PARTNERS LP, having a principal place of business located at 2141 Rosencrans Avenue, Suite 2100, El Segundo, CA 90245 (“Licensee”). AIF and Licensee are referred to collectively as the “Parties,” and each is sometimes referred to individually as a “Party.”
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LANDMARK INFRASTRUCTURE PARTNERS LP A Delaware Limited Partnership Dated as of April 2, 2018Landmark Infrastructure Partners LP • April 2nd, 2018 • Lessors of real property, nec • Delaware
THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LANDMARK INFRASTRUCTURE PARTNERS LP, dated as of April 2, 2018, is entered into by and between LANDMARK INFRASTRUCTURE PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.
CONTRIBUTION AGREEMENT by and amongContribution Agreement • January 17th, 2018 • Landmark Infrastructure Partners LP • Lessors of real property, nec
THIS CONTRIBUTION AGREEMENT (the “Agreement”) is entered into and effective as of January 11, 2018 (the “Effective Date”), by and among LD Acquisition Company 13 LLC, a Delaware limited liability company (“LD 13”), Landmark Dividend Growth Fund – H LLC, a Delaware limited liability company (“Fund H” (LD 13 and Fund H each a “Seller” and collectively the “Sellers”)), Landmark Infrastructure Partners LP (the “Partnership”) and solely with respect to Article 9, Landmark Dividend LLC, a Delaware limited liability company (the “Sponsor”). LD 13, Fund H, Sponsor and the Partnership may be singularly referred to as a “Party” and collectively referred to as the “Parties.”
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LANDMARK INFRASTRUCTURE PARTNERS LP A Delaware Limited Partnership Dated as of August 8, 2016Landmark Infrastructure Partners LP • August 8th, 2016 • Lessors of real property, nec • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LANDMARK INFRASTRUCTURE PARTNERS LP, dated as of August 8, 2016, is entered into by and between LANDMARK INFRASTRUCTURE PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.
December 22, 2021Landmark Infrastructure Partners LP • December 22nd, 2021 • Lessors of real property, nec
Effective as of, and contingent upon, the Closing (as defined in that certain Transaction Agreement, dated as of August 21, 2021 (the “Transaction Agreement”), by and between Infrastructure REIT LLC/Landmark Infrastructure Inc., LM DV Infrastructure, LLC, LM Infra Acquisition Company, LLC, Landmark Infrastructure Inc., Landmark Dividend LLC, Digital LD MergerCo LLC, Digital LD MergerCo II LLC, Landmark Infrastructure Inc., Landmark Infrastructure Partners LP and Landmark Infrastructure Partners GP LLC (the “GP”)), I hereby resign from my position as an independent director of the GP. Such resignation shall take effect immediately upon the Closing without the need for any further action, requirement, or acceptance by me or any individual or entity and the GP may take all necessary actions to effectuate the above resignation. Notwithstanding the foregoing, nothing in this letter shall prejudice, limit, alter or waive my rights as a director of the GP or otherwise as a Covered Person (as
MEMBERSHIP INTEREST CONTRIBUTION AGREEMENT among LANDMARK DIVIDEND GROWTH FUND - F LLC LANDMARK DIVIDEND LLC and LANDMARK INFRASTRUCTURE PARTNERS LP Dated November 19, 2015Membership Interest Contribution Agreement • November 23rd, 2015 • Landmark Infrastructure Partners LP • Lessors of real property, nec
INCREASE JOINDERLandmark Infrastructure Partners LP • October 24th, 2016 • Lessors of real property, nec • New York
This INCREASE JOINDER, dated as of October 19, 2016 (this “Increase Joinder”), by and among LANDMARK INFRASTRUCTURE OPERATING COMPANY LLC, as Borrower (the “Borrower”), and the Incremental Lenders (as defined below) is entered into with respect to that certain Amended and Restated Credit Agreement, dated as of November 19, 2014 (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, LANDMARK INFRASTRUCTURE PARTNERS LP, the banks and other financial institutions from time to time party thereto as lenders (the “Lenders”), SUNTRUST BANK, as administrative agent (in such capacity, the “Administrative Agent”) and the other agents party thereto.
AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LANDMARK INFRASTRUCTURE PARTNERS LPPartnership Agreement • August 3rd, 2017 • Landmark Infrastructure Partners LP • Lessors of real property, nec • Delaware
This First Amendment (this “Amendment”) to the Third Amended and Restated Agreement of Limited Partnership of Landmark Infrastructure Partners LP (the “Partnership”), dated as of August 8, 2016 (the “Partnership Agreement”), is hereby adopted, effective as of July 31, 2017, by Landmark Infrastructure Partners GP LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.
as Obligors, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee dated as of October 13, 2021 Secured Data Center Revenue Notes, Series 2021-1Landmark Infrastructure Partners LP • October 19th, 2021 • Lessors of real property, nec • New York
THIS SERIES 2021-1 SUPPLEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this “Series Supplement”), dated as of October 13, 2021, is among DI Issuer LLC (the “Issuer”), LMRK DI PropCo LLC (“PropCo”), LMRK DI PropCo CAN-BO LLC (“CAN-BO”) and LMRK DI CAN-RO Holdings Ltd. (“CAN-RO”, and together with PropCo and CAN-BO, the “Closing Date Asset Entities” and together with any entity that becomes a party to the Indenture after the date hereof as an “Additional Asset Entity”, the “Asset Entities”, and together the Asset Entities and the Issuer, collectively, the “Obligors”), and Wilmington Trust, National Association, as indenture trustee and not in its individual capacity and any successor thereto in such capacity (the “Indenture Trustee”).
2,650,000 Common Units LANDMARK INFRASTRUCTURE PARTNERS LP COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2014 • Landmark Infrastructure Partners LP • Lessors of real property, nec • New York
COLLATERAL TRUST INDENTURE AND SECURITY AGREEMENT DATED AS OF JANUARY 15, 2020 BY AND AMONG LMRK ISSUER CO. LLC, 2019-1 TRS LLC, LD ACQUISITION COMPANY 8 LLC, LD ACQUISITION COMPANY 9 LLC, LD ACQUISITION COMPANY 10 LLC, LD TALL WALL II LLC, as the...Collateral Trust Indenture and Security Agreement • January 21st, 2020 • Landmark Infrastructure Partners LP • Lessors of real property, nec • New York
THIS COLLATERAL TRUST INDENTURE AND SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 15, 2020, by and among, LMRK ISSUER CO. LLC, a Delaware limited liability company (together with its permitted successors that become a party hereto pursuant to Section 10.2, the “Issuer”), 2019-1 TRS LLC, a Delaware limited liability company (together with its permitted successors that become a party hereto pursuant to Section 10.2, the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), LD ACQUISITION COMPANY 8 LLC, a Delaware limited liability company (together with its permitted successors and assigns, “LD-8”), LD ACQUISITION COMPANY 9 LLC, a Delaware limited liability company (together with its permitted successors and assigns, “LD-9”), LD ACQUISITION COMPANY 10 LLC, a Delaware limited liability company (together with its permitted successors and assigns, “LD-10”), LD TALL WALL II LLC, a Del
SUBORDINATED UNIT SUBSCRIPTION AGREEMENTSubordinated Unit Subscription Agreement • October 30th, 2014 • Landmark Infrastructure Partners LP • Lessors of real property, nec • Delaware
This SUBORDINATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of , by and between Landmark Infrastructure Partners LP, a Delaware limited partnership (the “Partnership”), and Landmark Dividend LLC, a Delaware limited liability company (“Purchaser”).
LANDMARK INFRASTRUCTURE PARTNERS LP At-the-Market Issuance Sales AgreementSecurity Agreement • June 24th, 2016 • Landmark Infrastructure Partners LP • Lessors of real property, nec • New York
LANDMARK INFRASTRUCTURE PARTNERS LP, a Delaware limited partnership (the “Partnership”), confirms its agreement (this “Agreement”) with FBR Capital Markets & Co. and MLV & Co. LLC (each, an “Agent” and collectively, the “Agents”), with respect to the issuance and sale from time to time by the Partnership, in the manner and subject to the terms and conditions described in this Agreement, of up to $40,000,000 of the Partnership’s 8.00% Series A Cumulative Redeemable Perpetual Preferred Units (the “Placement Units”) representing limited partner interests in the Partnership (the “Preferred Units”).
INCREASE JOINDERLandmark Infrastructure Partners LP • June 6th, 2017 • Lessors of real property, nec • New York
This INCREASE JOINDER, dated as of June 1, 2017 (this “Increase Joinder”), by and among LANDMARK INFRASTRUCTURE OPERATING COMPANY LLC, as Borrower (the “Borrower”), CITIZENS BANK, N.A., as joint lead arranger, joint bookrunner, syndication agent and an incremental lender (“Citizens Bank”) and ING Capital LLC, as joint lead arranger, joint bookrunner, documentation agent and an incremental lender (together with Citizens Bank, collectively, the “Incremental Lenders”) is entered into with respect to that certain Amended and Restated Credit Agreement, dated as of November 19, 2014 (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, LANDMARK INFRASTRUCTURE PARTNERS LP, the banks and other financial institutions from time to time party thereto as lenders (the “Lenders”), SUNTRUST BANK, as administrative agent (in such capacity, the “Administrative Agent”) and the other agents party thereto.
SECOND AMENDMENT TO OMNIBUS AGREEMENTOmnibus Agreement • February 1st, 2019 • Landmark Infrastructure Partners LP • Lessors of real property, nec • Delaware
This SECOND AMENDMENT TO OMNIBUS AGREEMENT (this “Amendment”), dated as of January 30, 2019, by and among LANDMARK DIVIDEND LLC, a Delaware limited liability company (“Landmark”), LANDMARK INFRASTRUCTURE PARTNERS LP, a Delaware limited partnership (the “Partnership”), and LANDMARK INFRASTRUCTURE PARTNERS GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner” and collectively, the “Parties”), to the Omnibus Agreement, dated as of November 19, 2014, as amended by that certain First Amendment to Omnibus Agreement, dated as of August 1, 2016, (the “Omnibus Agreement”), by and among Landmark, the Partnership, the General Partner and the other parties thereto.
MANAGEMENT AGREEMENT amongManagement Agreement • October 19th, 2021 • Landmark Infrastructure Partners LP • Lessors of real property, nec • New York
THIS MANAGEMENT AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”) is entered into as of October 13, 2021 (the “Effective Date”) by and among each of the entities listed on the signature pages hereto under the heading “Initial Owners” (collectively, the “Initial Owners” and together with any entity that becomes a party hereto after the date hereof as an “Additional Owner”, the “Owners”), Wilmington Trust, National Association (the “Indenture Trustee”), and Landmark Infrastructure Partners GP LLC, a Delaware limited liability company (the “Manager”).
December 22, 2021Landmark Infrastructure Partners LP • December 22nd, 2021 • Lessors of real property, nec
Effective as of, and contingent upon, the Closing (as defined in that certain Transaction Agreement, dated as of August 21, 2021 (the “Transaction Agreement”), by and between Infrastructure REIT LLC/Landmark Infrastructure Inc., LM DV Infrastructure, LLC, LM Infra Acquisition Company, LLC, Landmark Infrastructure Inc., Landmark Dividend LLC, Digital LD MergerCo LLC, Digital LD MergerCo II LLC, Landmark Infrastructure Inc., Landmark Infrastructure Partners LP and Landmark Infrastructure Partners GP LLC (the “GP”)), I hereby resign from my position as an independent director of the GP. Such resignation shall take effect immediately upon the Closing without the need for any further action, requirement, or acceptance by me or any individual or entity and the GP may take all necessary actions to effectuate the above resignation. Notwithstanding the foregoing, nothing in this letter shall prejudice, limit, alter or waive my rights as a director of the GP or otherwise as a Covered Person (as
NOTE PURCHASE AND PARTICIPATION AGREEMENT DATED AS OF JANUARY 15, 2020 by and among LMRK ISSUER CO. LLC AND 2019-1 TRS LLC, as Co-Issuers LD ACQUISITION COMPANY 8 LLC LD ACQUISITION COMPANY 9 LLC LD ACQUISITION COMPANY 10 LLC LD TALL WALL II LLC AND...Note Purchase and Participation Agreement • January 21st, 2020 • Landmark Infrastructure Partners LP • Lessors of real property, nec • New York
THIS NOTE PURCHASE AND PARTICIPATION AGREEMENT, dated as of January 15, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Note Purchase and Participation Agreement” or “Agreement”), is entered into by and among LMRK ISSUER CO. LLC, a Delaware limited liability company (together with its permitted successors that become a party hereto pursuant to Section 10.2, the “Issuer”), 2019-TRS LLC, a Delaware limited liability company (together with its permitted successors that become a party hereto pursuant to Section 10.2, the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), LD ACQUISITION COMPANY 8 LLC, a Delaware limited liability company (together with its permitted successors and assigns, “LD-8”), LD ACQUISITION COMPANY 9 LLC, a Delaware limited liability company (together with its permitted successors and assigns, “LD-9”), LD ACQUISITION COMPANY 10 LLC, a Delaware limited liability company (together with its permitted successo
MANAGEMENT AGREEMENT among LMRK ISSUER CO. LLC, 2019-1 TRS LLC, LD ACQUISITION COMPANY 8 LLC, LD ACQUISITION COMPANY 9 LLC, LD ACQUISITION COMPANY 10 LLC, and LD TALL WALL II LLC and LANDMARK INFRASTRUCTURE PARTNERS GP LLC, as Project Manager Dated as...Management Agreement • January 21st, 2020 • Landmark Infrastructure Partners LP • Lessors of real property, nec • New York
THIS MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of January 15, 2020 (the “Effective Date”) by and among LMRK Issuer Co. LLC, a Delaware limited liability company (the “Issuer”), 2019-1 TRS LLC, a Delaware limited liability company (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), LD Acquisition Company 8 LLC, a Delaware limited liability company (“LD-8”), LD Acquisition Company 9 LLC, a Delaware limited liability company (“LD-9”), LD Acquisition Company 10 LLC, a Delaware limited liability company (“LD-10”) and LD Tall Wall II LLC, a Delaware limited liability company (“Tall Wall II” and, together with the Co-Issuer, LD-8, LD-9 and LD-10, the “Original Project Companies” and, together with any entity that becomes a party hereto after the date hereof as an “Additional Project Company,” the “Project Companies” and, the Project Companies and the Issuer, collectively, the “Obligors”) and Landmark Infrastructure Partners GP LLC, a Delaware limited liability
December 22, 2021Landmark Infrastructure Partners LP • December 22nd, 2021 • Lessors of real property, nec
Effective as of, and contingent upon, the Closing (as defined in that certain Transaction Agreement, dated as of August 21, 2021 (the “Transaction Agreement”), by and between Infrastructure REIT LLC/Landmark Infrastructure Inc., LM DV Infrastructure, LLC, LM Infra Acquisition Company, LLC, Landmark Infrastructure Inc., Landmark Dividend LLC, Digital LD MergerCo LLC, Digital LD MergerCo II LLC, Landmark Infrastructure Inc., Landmark Infrastructure Partners LP and Landmark Infrastructure Partners GP LLC (the “GP”)), I hereby resign from my position as an independent director of the GP. Such resignation shall take effect immediately upon the Closing without the need for any further action, requirement, or acceptance by me or any individual or entity and the GP may take all necessary actions to effectuate the above resignation. Notwithstanding the foregoing, nothing in this letter shall prejudice, limit, alter or waive my rights as a director of the GP or otherwise as a Covered Person (as
TRANSACTION AGREEMENT DATED AS OF AUGUST 21, 2021 BY AND AMONG LM DV INFRASTRUCTURE, LLC, LM INFRA ACQUISITION COMPANY, LLC, DIGITAL LD MERGERCO LLC, DIGITAL LD MERGERCO II LLC, LANDMARK INFRASTRUCTURE INC., LANDMARK INFRASTRUCTURE REIT LLC, LANDMARK...Transaction Agreement • August 25th, 2021 • Landmark Infrastructure Partners LP • Lessors of real property, nec • Delaware
This TRANSACTION AGREEMENT, dated as of August 21, 2021 (this “Agreement”), is by and among LM DV Infrastructure, LLC, a Delaware limited liability company (“LM DV Infra”), LM Infra Acquisition Company, LLC, a Delaware limited liability company (“LM Infra”), Landmark Dividend LLC, a Delaware limited liability company (“Landmark Dividend”) (solely for purposes of Section 6.18, Section 8.2 and Article IX), Digital LD MergerCo LLC, a Delaware limited liability company and wholly owned subsidiary of LM Infra (“Merger Sub”), Digital LD MergerCo II LLC, a Delaware limited liability company and wholly owned subsidiary of Merger Sub (“Merger Sub II” and, together with LM DV Infra, LM Infra and Merger Sub, the “Buyer Parties”), Landmark Infrastructure REIT LLC, a Delaware limited liability company (“REIT LLC”), Landmark Infrastructure Inc., a Delaware corporation (“REIT Subsidiary”), Landmark Infrastructure Partners LP, a Delaware limited partnership (the “Partnership”), and Landmark Infrastruc
