Exhibit 10.1

 

Execution Version

 

INCREASE JOINDER

 

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.

 

A.                                    Section 2.22 of the Credit Agreement provides that the Borrower may, from time to time, request Incremental Commitments in an aggregate amount not to exceed $200,000,000 subject to adjustments as set forth therein and subject to the terms and conditions set forth therein.

 

B.                                    The Borrower desires to incur Incremental Commitments pursuant to Section 2.22 of the Credit Agreement in an aggregate principal amount of $32,000,000 (the “Incremental Facility”), which will be used by the Borrower and its subsidiaries from time to time in accordance with Section 5.9 of the Credit Agreement.

 

C.                                    The lenders identified as “Incremental Lenders” on the signature pages hereto (the “Incremental Lenders”) desire to provide Incremental Commitments in the several amounts set forth on Schedule A hereto.

 

D.                                    Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement.

 

In consideration of the premises and the agreements, provisions and covenants contained herein, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows:

 

SECTION 1.                            Increase Joinder.

 

A.                                    This Increase Joinder is an “instrument of joinder” referenced in Section 2.22(c)(i) of the Credit Agreement.  The Borrower, the Administrative Agent and the Incremental Lenders hereby agree that the Incremental Commitments shall become effective upon the satisfaction of the conditions set forth in Section 2 hereof (the date on which such conditions are satisfied, the “Increase Amount Date”).

 

B.                                    The Borrower, the Administrative Agent and the Incremental Lenders hereby agree that the Incremental Commitments and Revolving Loans made with respect thereto shall have terms identical to those of the existing Revolving Commitments and the existing Revolving Loans (other than with respect to upfront fee pricing).  After giving effect hereto on the Increase Amount Date, the Incremental Commitments shall be deemed to be Revolving Commitments and the Revolving Commitments shall be deemed increased by the amount of the Incremental Facility.  Each Incremental Lender’s Incremental Commitment shall be in the amount set forth on Schedule A hereto.  The Revolving Commitments of the existing Lenders and the Incremental Lenders shall be adjusted as provided in Section 2.22(c) of the Credit Agreement and as further provided on Schedule A hereto.

 











 

SECTION 2.                            Conditions Precedent.  The occurrence of the Increase Amount Date is subject to the following conditions:

 

A.                                    the Administrative Agent shall have received signature pages for this Increase Joinder from the Borrower, the Guarantors and the Incremental Lenders;

 

B.                                    the Administrative Agent shall have received from the Borrower a certificate of a Responsible Officer, in form and substance reasonably acceptable to the Administrative Agent, certifying that each of the conditions in Section 2.22(a) of the Credit Agreement (including, for the avoidance of doubt, the conditions set forth in Section 3.2 of the Credit Agreement) has been satisfied and attaching evidence of appropriate corporate authorization on the part of the Borrower with respect to the Incremental Facility and authorizing the execution, delivery and performance of this Increase Joinder and the transactions contemplated hereby;

 

C.                                    the Borrower shall have provided written notice of its request for the Incremental Facility, which notice shall include all such information required by Section 2.22(b) of the Credit Agreement and shall have been delivered to the Administrative Agent at least ten (10) Business Days (or such shorter period as agreed by the Administrative Agent) prior to the Increase Amount Date;

 

D.                                    The Borrower shall have paid all amounts owed pursuant to Section 2.13 of the Credit Agreement in connection with the provision of the Incremental Commitments;

 

E.                                     The Borrower shall have paid all amounts owed pursuant to Section 7 hereof; and

 

F.                                      The Borrower shall have paid to the Administrative Agent, for the benefit of each Incremental Lender, a fee equal to 0.50% of the aggregate amount of each such Incremental Lender’s Incremental Commitment on the Increase Amount Date; and the Borrower shall have paid to SunTrust Robinson Humphrey, Inc., as lead arranger with respect to this Increase Joinder, such fees as the Borrower and SunTrust Robinson Humphrey, Inc. have separately agreed to.

 

SECTION 3.                            Representations and Warranties.  The Borrower represents and warrants to the Administrative Agent and each of the Lenders that the execution, delivery and performance by the Borrower of this Increase Joinder is within the Borrower’s organizational powers and has been duly authorized by all necessary organizational action on the part of the Borrower.  This Increase Joinder has been duly executed and delivered by the Borrower and constitutes, a valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by general principles of equity.  The execution, delivery and performance by the Borrower of this Increase Joinder will not violate any Requirement of Law in any material respect, will not violate or result in a default under any Material Agreement of any Loan Party or any of such Person’s assets or give rise to a right thereunder to require any payment to be made by any Loan Party, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect.

 

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SECTION 4.                            Credit Agreement.  Except as specifically provided hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof.  After the Increase Amount Date, any reference to the Credit Agreement in any Loan Document shall mean the Credit Agreement as modified hereby.  This Increase Joinder shall be a Loan Document for all purposes.

 

SECTION 5.                            Applicable Law.  This Increase Joinder shall be construed in accordance with and governed by the law (without giving effect to the conflicts of law principles thereof except for Sections 5-1401 and 5-1402 of the New York General Obligations Law) of the State of New York.

 

SECTION 6.                            Counterparts.  This Increase Joinder may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.  Delivery of an executed signature page of this Increase Joinder by facsimile or “pdf file” transmission shall be effective as delivery of a manually executed counterpart hereof.

 

SECTION 7.                            Expenses.  The Borrower agrees to reimburse the Administrative Agent for the reasonable out-of-pocket expenses incurred by it in connection with this Increase Joinder, including the reasonable and documented fees, charges and disbursements of Sidley Austin LLP, counsel for the Administrative Agent.

 

SECTION 8.                            Affirmation of Guarantors.  Each of the undersigned Guarantors consents to the increase in the Aggregate Commitments and ratifies and confirms that the Guaranty and Security Agreement executed by it and each other Loan Document executed by it continues in full force and effect and is not released, diminished, impaired, reduced, or otherwise adversely affected, and all of its obligations thereunder are hereby ratified and confirmed.  Without limiting the foregoing, each Guarantor affirms that all Obligations under the Credit Agreement as modified by the increase in Aggregate Commitments herein contained are included in the “Obligations” as defined in the Guaranty.

 

SECTION 9.                            Headings.  The Section headings used herein are for convenience of reference only, are not part of this Increase Joinder and are not to affect the construction of, or to be taken into consideration in interpreting, this Increase Joinder.

 

[Signature pages follow.]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Increase Joinder to be duly executed by their respective authorized officers as of the day and year first written above.

 

	
 
    	
LANDMARK   INFRASTRUCTURE OPERATING COMPANY LLC, as Borrower
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   George P. Doyle
    
	
 
    	
 
    	
Name:   
    	
George   Doyle
    
	
 
    	
 
    	
Title:   
    	
Chief   Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
GUARANTORS:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
LANDMARK   INFRASTRUCTURE PARTNERS LP,
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
Landmark   Infrastructure Partners GP LLC,
    
	
 
    	
 
    	
its   general partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   George P. Doyle
    
	
 
    	
 
    	
 
    	
Name:
    	
George   Doyle
    
	
 
    	
 
    	
 
    	
Title:
    	
Chief   Financial Officer
    
								


 

Landmark Infrastructure Increase Joinder

 











 

	
 
    	
LD   ACQUISITION COMPANY LLC
    
	
 
    	
LD   ACQUISITION COMPANY 2 LLC
    
	
 
    	
LD ACQUISITION   COMPANY 5 LLC
    
	
 
    	
LD   ACQUISITION COMPANY 6 LLC
    
	
 
    	
LD   ACQUISITION COMPANY 7 LLC
    
	
 
    	
LD   ACQUISITION COMPANY 8 LLC
    
	
 
    	
LD   ACQUISITION COMPANY 9 LLC
    
	
 
    	
LD   ACQUISITION COMPANY 10 LLC
    
	
 
    	
LD   ACQUISITION COMPANY 11 LLC
    
	
 
    	
LD   ACQUISITION COMPANY 12 LLC
    
	
 
    	
VERUS   MANAGEMENT TWO, LLC
    
	
 
    	
MD7   FUNDING ONE, LLC
    
	
 
    	
MD7   CAPITAL THREE, LLC
    
	
 
    	
LANDMARK   INFRASTRUCTURE ASSET OPCO LLC
    
	
 
    	
MCCRARY   HOLDINGS I, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   George P. Doyle
    
	
 
    	
 
    	
Name:   
    	
George   Doyle
    
	
 
    	
 
    	
Title:   
    	
Chief   Financial Officer
    


 

 

Landmark Infrastructure Increase Joinder

 











 

	
 
    	
CITY NATIONAL BANK,
    
	
 
    	
as an Incremental   Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jennifer Velez
    
	
 
    	
 
    	
Name:
    	
Jennifer Velez
    
	
 
    	
 
    	
Title:
    	
Vice President
    


 

Landmark Infrastructure Increase Joinder

 











 

	
 
    	
RAYMOND   JAMES BANK, N.A.,
    
	
 
    	
as   an Incremental Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael G. Pelletier
    
	
 
    	
 
    	
Name:
    	
Michael   G. Pelletier
    
	
 
    	
 
    	
Title:
    	
Vice President,   Corporate Banking
    
	
 
    	
 
    


 

Landmark Infrastructure Increase Joinder

 











 

	
 
    	
CADENCE   BANK,
    
	
 
    	
as   an Incremental Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ross L. Vaughan
    
	
 
    	
 
    	
Name:
    	
Ross   L. Vaughan
    
	
 
    	
 
    	
Title:
    	
Executive Vice   President
    
	
 
    	
 
    


 

Landmark Infrastructure Increase Joinder

 











 

Acknowledged and Accepted by:

 

	
SUNTRUST   BANK,
    	
 
    
	
as   Administrative Agent
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Brian Guffin
    	
 
    
	
 
    	
Name:
    	
Brian Guffin
    	
 
    
	
 
    	
Title:
    	
Director
    	
 
    


 

Landmark Infrastructure Increase Joinder

 











 

Schedule A

 

Incremental Commitments and Resulting Revolving Commitments

 

Incremental Commitments:

 

	
Lender
    	
 
    	
Incremental Commitment
    	
 
    
	
Raymond James
    	
 
    	
$
    	
12,000,000
    	
 
    
	
City National Bank
    	
 
    	
$
    	
15,000,000
    	
 
    
	
Cadence Bank
    	
 
    	
$
    	
5,000,000
    	
 
    
	
TOTAL:
    	
 
    	
$
    	
32,000,000
    	
 
    


 

A-1











 

Revolving Commitments:

 

	
Lender
    	
 
    	
Commitment
    	
 
    	
% Total
    	
 
    
	
SunTrust Bank
    	
 
    	
$
    	
50,000,000
    	
 
    	
17.7
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Texas Capital   Bank
    	
 
    	
$
    	
50,000,000
    	
 
    	
17.7
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Raymond James
    	
 
    	
$
    	
40,000,000
    	
 
    	
14.2
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Green Bank
    	
 
    	
$
    	
35,000,000
    	
 
    	
12.4
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
City National   Bank
    	
 
    	
$
    	
32,000,000
    	
 
    	
11.3
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Cadence Bank
    	
 
    	
$
    	
30,000,000
    	
 
    	
10.6
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Royal Bank of Canada
    	
 
    	
$
    	
25,000,000
    	
 
    	
8.9
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Legacy Texas   Bank
    	
 
    	
$
    	
20,000,000
    	
 
    	
7.1
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Total
    	
 
    	
$
    	
282,000,000
    	
 
    	
100
    	
%
    


 

A-2