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”).
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
FORM OF OMNIBUS AGREEMENT by and among LANDMARK 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...Omnibus Agreement • October 30th, 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”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • October 30th, 2014 • Landmark Infrastructure Partners LP • Lessors of real property, nec • Delaware
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of , 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”).
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 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. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined herein, shall have the meanings provided in the Plan. In the event that there are any inconsistencies betwee
FORM OF PATENT LICENSE AGREEMENTPatent License Agreement • October 30th, 2014 • Landmark Infrastructure Partners LP • Lessors of real property, nec • California
THIS PATENT LICENSE AGREEMENT (“Agreement”) is entered into as of (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.”
