Item 1.01 Entry into a Material Definitive Agreement.



On January 15, 2020, certain subsidiaries of Landmark Infrastructure Partners LP
(the "Partnership") entered into a master note purchase and participation
agreement, dated as of January 15, 2020 (the "Note Purchase and Participation
Agreement"), by and among LMRK Issuer Co. LLC ("LMRK Issuer"), 2019-1 TRS LLC
("LMRK Co-Issuer" and, together with the LMRK Issuer, the "LMRK Co-Issuers"), LD
Acquisition Company 8 LLC ("LD-8"), LD Acquisition Company 9 LLC ("LD-9"), LD
Acquisition Company 10 ("LD-10"), LD Tall Wall II LLC ("Tall Wall II" and,
together with the LMRK Co-Issuer, LD-8, LD-9 and LD-10, the "Project Companies"
and, together with the LMRK Issuer, the "Obligors") and certain purchasers party
thereto, and a related series supplement. The description of the Note Purchase
and Participation Agreement set forth in Item 2.03 of this Report is
incorporated herein by reference.

Collateral Trust Indenture



In connection with the issuance and sale of the Notes (defined below), the
Obligors entered into a collateral trust indenture and security agreement, dated
as of January 15, 2020 (the "Collateral Trust Indenture"), with Wilmington
Trust, National Association, as indenture trustee (the "Indenture Trustee").
Pursuant to the Collateral Trust Indenture, the Indenture Trustee will
administer the collateral (including a letter of credit) in the manner set forth
in the Indenture.

Management Agreement

In connection with the issuance and sale of the Notes, the Obligors entered into a management agreement, dated as of January 15, 2020 (the "Management Agreement"), with Landmark Infrastructure Partners GP LLC, as manager (the "Project Manager"). The Project Manager is the general partner of the Partnership. Pursuant to the Management Agreement, the Project Manager will perform, on behalf of the Project Companies, those functions reasonably necessary to maintain, manage and administer the Project Sites (defined below).



The above summaries of the Collateral Trust Indenture and the Management
Agreement are qualified in their entirety by reference to the complete terms and
provisions of the Collateral Trust Indenture and the Management Agreement filed
herewith as Exhibit 10.1 and 10.3, respectively.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.



On January 15, 2020, the LMRK Co-Issuers issued, on a joint and several basis,
$170,000,000 aggregate principal amount of 3.90% Series A Senior Secured Notes
due January 14, 2027 (the "Notes"), pursuant to the Note Purchase and
Participation Agreement and a series supplement thereto, dated as of January 15,
2020 (the "Series A Supplement" and, together with the Note Purchase and
Participation Agreement as amended, supplemented or otherwise modified by the
Series A Supplement, the "Note Purchase Agreement"), by and among the Obligors
and the purchasers party thereto. Each Obligor is an indirect, wholly-owned
special purpose subsidiary of the Partnership. In connection with the issuance
and sale of the Notes, LMRK Guarantor Co LLC ("LMRK Issuer Holdco") and 2019-1
Co-Guarantor LLC ("LMRK Co-Issuer Holdco" and, together with LMRK Issuer Holdco,
the "LMRK Holdcos"), each an indirect, wholly-owned subsidiary of the
Partnership and the direct parent of the LMRK Issuer and LMRK Co-Issuer,
respectively. LMRK Issuer Holdco's only material asset is its equity interest in
the LMRK Issuer and LMRK Co-Issuer Holdco's only material asset is its equity
interest in the LMRK Co-Issuer. The Notes are obligations solely of the Obligors
and the LMRK Holdcos and are not guaranteed by the Partnership or any affiliate
of the Partnership other than the Obligors and the LMRK Holdcos. The LMRK
Co-Issuers used the proceeds of the Notes after deducting for transaction costs
to repay in full the Series 2016-1 Secured Tenant Site Contract Revenue Notes,
Class A and Class B (the "2016 Secured Notes") previously issued by the LMRK
Issuer on June 16, 2016 and pay down a portion of the Partnership's current
revolving credit facility balance. The unamortized costs and the prepayment
premium related to the 2016 Secured Notes will be recorded as expenses in the
first quarter of fiscal 2020.

The Notes were issued in one single class as indicated in the table below.
Capitalized terms used but not defined herein shall have the meanings assigned
thereto in the Note Purchase and Participation Agreement. Certain terms of the
Notes are indicated in the table below.



                                     Initial Principal                                               Rating
                                          Balance            Note Rate         Maturity Date         (DBRS)
Series A Senior Secured Notes       $       170,000,000            3.90 %

January 14, 2027 BBB




The LMRK Holdcos and the Obligors are special purpose entities that are
prohibited from owning any assets other than, in the case of LMRK Issuer Holdco,
its equity interest in the LMRK Issuer, in the case of LMRK Co-Issuer Holdco,
its equity interest in the LMRK Co-Issuer,in the case of the LMRK Issuer, its
equity interest in the Project Companies (other than the LMRK Co-Issuer), in the
case of the Project Companies (including the LMRK Co-Issuer), their rights in
respect of certain Project Sites (the "Project Sites") and related Project
Documents, and, in each case, related assets, or from incurring any debt other
than as contemplated by the Note Purchase and Participation Agreement. Under the
Note Purchase and Participation Agreement, the Obligors will be permitted to
issue new and additional notes under certain circumstances, including so long as
the debt service coverage ratio (measured for the most recently ended period of
12 consecutive months and on a forward-looking pro forma basis) of the LMRK
Co-Issuers is at least 1.50 to 1.00.

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The Notes are secured by (1) a collateral assignment of all of the Project
Documents and their related cash flows, (2) a security interest in substantially
all of the personal property of the Obligors and (3) the rights of the Obligors
under the Management Agreement. The LMRK Co-Issuers' equity interest in the
Original Project Companies and the Holdcos' equity interests in the LMRK
Co-Issuers have been pledged to secure repayment of the Notes. In addition, if
the debt service coverage ratio (measured for the most recently ended period of
12 consecutive months) is less than 1.30:1.00, the Obligors grant the right for
the Indenture Trustee to record the collateral assignment of leases and rents or
any other security document (including mortgages and deeds of trust) on all of
the Project Sites.

Amounts due under the Notes will be paid solely from the cash flows generated
from the operations of the Project Sites. The LMRK Co-Issuers are required to
make monthly payments of interest, on the Notes, commencing on February 29, 2020
and scheduled payments of principal, on the Notes, commencing January 2023. No
other payments of principal will be required to be made prior to the maturity
date on January 14, 2027. However, an "amortization period" will commence (at
the option of the related noteholder) if the debt service coverage ratio
(measured for the most recently ended period of 12 consecutive months) falls
below 1.30 to 1.00 on such calculation date. During an amortization period,
excess cash flow will applied to repay the applicable Notes.

The Notes may be prepaid in whole or in part at any time, provided such payment
is accompanied by the applicable make-whole amount. Except in certain limited
circumstances described in the Note Purchase and Participation Agreement,
prepayments (other than scheduled amortization payments) made more than twelve
(12) months prior to the maturity date of the Notes are required to be
accompanied by the applicable make-whole amount. The LMRK Co-Issuers will be
required to prepay the Notes (without any make-whole amount) at the option of
the holders of the Notes following certain change of control transactions.

The Note Purchase and Participation Agreement includes covenants customary for
notes issued in rated securitizations. Among other things, the Obligors are
prohibited from incurring other indebtedness for borrowed money or further
encumbering their assets. The organizational documents of the LMRK Holdcos and
the Obligors contain provisions consistent with rating agency securitization
criteria for special purpose entities, including the requirement that they
maintain an independent director.

Pledge and Security Agreement



Also in connection with the issuance and sale of the Notes, LMRK Issuer and the
LMRK Holdcos entered into a pledge and security agreement, dated as of
January 15, 2020 (the "Pledge Agreement"). Pursuant to the Pledge Agreement,
LMRK Issuer Holdco grants a security interest and pledges the equity interests
it holds in LMRK Issuer, LMRK Co-Issuer Holdco grants a security interest and
pledges the equity interests it holds in LMRK Co-Issuer and LMRK Issuer pledges
the equity interests it holds in each Project Company (other than the LMRK
Co-Issuer), in each case, as security for those payments.

The above summaries of the Note Purchase and Participation Agreement, Series A
Supplement and the Pledge Agreement are qualified in their entirety by reference
to the complete terms and provisions of the Note Purchase and Participation
Agreement, Series A Supplement and Pledge Agreement filed herewith as Exhibit
4.1, 4.2 and 10.2, respectively.

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Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.



(d) Exhibits



Exhibit
Number                                    Description

 4.1           Note Purchase and Participation 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 and LD Tall Wall II LLC collectively as Obligors, and the
             purchasers party thereto.

 4.2           Series A Supplement, dated as of January  15, 2020, by and among
             Wilmington Trust, National Association, as Indenture Trustee, and 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 collectively as Obligors, and the purchasers party
             thereto.

10.1           Collateral Trust Indenture and Security Agreement, dated as of
             January 15, 2020, by and among Wilmington Trust, National

Association,


             as Indenture Trustee, and 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

collectively as


             Obligors.

10.2           Pledge and Security Agreement, dated as of January  15,

2020, by and


             among LMRK Guarantor Co. LLC, 2019-1 Co-Guarantor LLC and LMRK Issuer
             Co. LLC and Wilmington Trust, National Association.

10.3           Management Agreement, dated as of January  15, 2020, by and among
             Landmark Infrastructure Partners GP LLC, as Project Manager, and 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 collectively as Obligors.

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