FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LANDMARK INFRASTRUCTURE PARTNERS LP A Delaware Limited Partnership Dated as of November 19, 2014Limited Partnership Agreement • November 26th, 2014 • Landmark Infrastructure Partners LP • Lessors of real property, nec • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LANDMARK INFRASTRUCTURE PARTNERS LP, dated as of November 19, 2014, is entered into by and between LANDMARK INFRASTRUCTURE PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, and LANDMARK DIVIDEND LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
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...Credit 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”).
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”).
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”).
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.”
