Idleaire Technologies Corp Sample Contracts

Idleaire Technologies Corp – CREDIT AGREEMENT Dated as of April 24, 2008 by and among IDLEAIRE TECHNOLOGIES CORPORATION, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (April 30th, 2008)

THIS CREDIT AGREEMENT, dated as of April 24, 2008, is made by and among IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Borrower”), the lenders from time to time party hereto (each, a “Lender”, and, collectively, the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and Wells Fargo, as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and, together with the Collateral Agent, each an “Agent”, and, collectively, the “Agents”).

Idleaire Technologies Corp – SECURITY AGREEMENT (April 30th, 2008)

WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof by and among Grantor as borrower (“Borrower”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), the Collateral Agent, and Wells Fargo, as administrative agent for the Lenders (in such capacity, together with any successors and assigns, if any, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”) (including all annexes, exhibits and schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”), the Lenders have agreed, subject to the terms and conditions set forth in the Credit Agreement, to make Loans to Grantor as Borrower pursuant to the Credit Agreement;

Idleaire Technologies Corp – FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENT (January 31st, 2008)

THIS FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”), dated as of January 28, 2008, is made and entered into by and between IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware corporation, (hereinafter referred to as the “Company”), and J. THOMAS BADGETT, (hereinafter referred to as “Executive”).

Idleaire Technologies Corp – AMENDED AND RESTATED BYLAWS OF IDLEAIRE TECHNOLOGIES CORPORATION (A DELAWARE CORPORATION) (November 2nd, 2007)
Idleaire Technologies Corp – SENIOR MANAGEMENT AGREEMENT (September 18th, 2007)

THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of September 12, 2007, between IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), and MICHAEL C. CRABTREE (“Executive”).

Idleaire Technologies Corp – SENIOR MANAGEMENT AGREEMENT (September 18th, 2007)

THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of September 12, 2007, between IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), and PAUL W. BOYD (“Executive”).

Idleaire Technologies Corp – SENIOR MANAGEMENT AGREEMENT (September 18th, 2007)

THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of September 12, 2007, between IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), and LYNN R. YOUNGS (“Executive”).

Idleaire Technologies Corp – SENIOR MANAGEMENT AGREEMENT (September 18th, 2007)

THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of September 12, 2007, between IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), and TOM BADGETT (“Executive”).

Idleaire Technologies Corp – IDLEAIRE TECHNOLOGIES CORPORATION AMENDED AND RESTATED 2000 STOCK OPTION PLAN (September 18th, 2007)
Idleaire Technologies Corp – SENIOR MANAGEMENT AGREEMENT (September 18th, 2007)

THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of September 12, 2007, between IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), and JAMES H. PRICE (“Executive”).

Idleaire Technologies Corp – SECOND AMENDMENT Dated as of September 17, 2007 to WARRANT AGREEMENT Dated as of December 30, 2005 between IDLEAIRE TECHNOLOGIES CORPORATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Warrant Agent Warrants to Purchase Shares of Common Stock (September 17th, 2007)

This SECOND AMENDMENT TO THE WARRANT AGREEMENT (the “Warrant Amendment”), dated as of September 17, 2007, is entered into by and among IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Warrant Agent (the “Warrant Agent”).

Idleaire Technologies Corp – FIRST AMENDMENT Dated as of September 17, 2007 to INDENTURE Dated as of December 30, 2005 among IDLEAIRE TECHNOLOGIES CORPORATION, as Issuer THE GUARANTORS named herein, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent 13% Senior Secured Discount Notes due 2012 (September 17th, 2007)

This FIRST AMENDMENT TO INDENTURE (the “Indenture Amendment”), dated as of September 17, 2007, is entered into by and among IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware corporation, as Issuer (the “Company”), the GUARANTORS named therein (each individually, a “Guarantor” and, collectively, the “Guarantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Collateral Agent (the “Trustee”).

Idleaire Technologies Corp – FOURTH AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK (July 3rd, 2007)

THIS AGREEMENT amends and forms a part of the Warrant to purchase Common Stock dated May 23, 2001 (“Warrant”), by and between IdleAire Technologies Corporation (the “Company”) and Lana Batts.

Idleaire Technologies Corp – IDLEAIRE TECHNOLOGIES CORPORATION SECOND AMENDED AND RESTATED 2000 INCENTIVE STOCK PLAN as of November 10, 2006 (April 2nd, 2007)

This SECOND AMENDED AND RESTATED 2000 INCENTIVE STOCK PLAN (“Plan”) by IdleAire Technologies Corporation, a Delaware corporation (“Company”) amends and restates the Amended and Restated 2000 Stock Option Plan in its entirety. Capitalized terms used herein unless otherwise defined are defined in paragraph 16 of this Plan.

Idleaire Technologies Corp – AIRCRAFT LEASE AGREEMENT (April 2nd, 2007)

THIS AIRCRAFT LEASE AGREEMENT is entered into as of the 1st day of November, 2006 (the “Commencement Date”), by and between JLC AVIATION LLC, a Tennessee limited liability company (the “Lessor”), and IdleAire Technologies Corporation, a Tennessee corporation (the “Lessee”).

Idleaire Technologies Corp – AIRCRAFT LEASE AGREEMENT (April 2nd, 2007)

THIS AIRCRAFT LEASE AGREEMENT is entered into as of the 1st day of December, 2006 (the “Commencement Date”), by and between CROSS COUNTY CARRIERS, LIMITED, an Ohio limited liability company authorized to do business in Tennessee (the “Lessor”), and IdleAire Technologies Corporation, a Tennessee corporation (the “Lessee”).

Idleaire Technologies Corp – AMENDMENT TO WARRANT AGREEMENT (April 2nd, 2007)

THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”), is made effective as of the 27th day of December 2006, by and between IdleAire Technologies Corporation, a Delaware corporation (the “Company”) and Wells Fargo Bank, National Association, as Warrant Agent (the “Warrant Agent”) (along with the Company, the “Parties”) pursuant to and in accordance with Section 19 of that certain Warrant Agreement by and between the Parties, dated as of December 30, 2005 (the “Warrant Agreement”).

Idleaire Technologies Corp – FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENT (November 14th, 2006)

THIS FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”), dated as of October 31, 2006, is made and entered into by and between IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware corporation, (hereinafter referred to as the “Company”), and DAVID EVERHART, (hereinafter referred to as “Executive”).

Idleaire Technologies Corp – NEWS RELEASE November 2, 2006 (November 2nd, 2006)

David Everhart, co-founder, original Chief Executive Officer and current Chief Operating Officer of IdleAire Technologies Corporation, announced today he has resigned as COO due to ongoing medical issues. IdleAire has named current Executive Vice President Lynn Youngs as his successor.

Idleaire Technologies Corp – CONFIDENTIAL LEASE AND INSTALLATION AGREEMENT (July 31st, 2006)

This Lease and Installation Agreement (the “Agreement”) is executed this 7th day of April, 2004, by and between Petro Shopping Centers, L.P. (“Landlord”) and IdleAire Technologies Corporation (“Lessee”).

Idleaire Technologies Corp – CONFIDENTIAL LEASE AND INSTALLATION AGREEMENT (July 31st, 2006)

This Lease and Installation Agreement (the “Agreement”) is executed this 20th day of August, 2004, by and between TA Operating Corporation (“Landlord”) and IdleAire Technologies Corporation (“Lessee”).

Idleaire Technologies Corp – CONFIDENTIAL LICENSE AND INSTALLATION AGREEMENT (July 31st, 2006)

This License and Installation Agreement (the “Agreement”) is executed this 1st day of December, 2003, by and between Pilot Travel Centers LLC, a Delaware limited liability company, having an address of 5508 Lonas Road, Knoxville, Tennessee (“Pilot”) and IdleAire Technologies Corporation, a Delaware corporation, having an address of 410 North Cedar Bluff Road, Suite 200, Knoxville, Tennessee 37923 (“IdleAire”).

Idleaire Technologies Corp – IdleAire Technologies Corporation 320,000 Units Consisting of 13% Senior Secured Notes due 2012 and 320,000 Warrants to Purchase Common Stock PURCHASE AGREEMENT (May 2nd, 2006)

IdleAire Technologies Corporation, a Delaware corporation (the “Company”) hereby agrees with you (this “Agreement”) as follows:

Idleaire Technologies Corp – IDLEAIRE TECHNOLOGIES CORPORATION SERIES B CONVERTIBLE PREFERRED STOCK SECURITIES PURCHASE AGREEMENT Dated as of December ___, 2003 (May 2nd, 2006)

This SECURITIES PURCHASE AGREEMENT, dated as of December___, 2003 (this “Agreement”), by and among IdleAire Technologies Corporation, a Delaware corporation (the “Company”) and each of those persons and entities, severally, not jointly, who or which execute the signature page of this Agreement (which persons and entities are hereinafter referred to collectively as “Purchasers” and individually as a “Purchaser”).

Idleaire Technologies Corp – SENIOR MANAGEMENT AGREEMENT (May 2nd, 2006)

THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of June 17, 2002, between IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), and TOM BADGETT (“Executive”).

Idleaire Technologies Corp – IDLEAIRE TECHNOLOGIES CORPORATION WARRANT TO PURCHASE COMMON STOCK (May 2nd, 2006)

THIS WARRANT has been issued in consideration, the receipt and sufficiency of which are acknowledged hereby, pursuant to that certain Release and Settlement Agreement of even date herewith between Ralph Head (the “Holder”) and IDLEAIRE TECHNOLOGIES CORPORATION (the “Company”).

Idleaire Technologies Corp – CONFIDENTIAL LEASE AND INSTALLATION AGREEMENT (May 2nd, 2006)

This Lease and Installation Agreement (the “Agreement”) is executed this 20th day of August, 2004, by and between TA Operating Corporation (“Landlord”) and IdleAire Technologies Corporation (“Lessee”).

Idleaire Technologies Corp – WARRANT AGREEMENT Dated as of December 30, 2005 between IDLEAIRE TECHNOLOGIES CORPORATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Warrant Agent Warrants to Purchase Shares of Common Stock (May 2nd, 2006)

This WARRANT AGREEMENT, dated as of December 30, 2005 (this “Agreement”), is made by and between IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as warrant agent (in such capacity, the “Warrant Agent”).

Idleaire Technologies Corp – CONFIDENTIAL LEASE AND INSTALLATION AGREEMENT (May 2nd, 2006)

This Lease and Installation Agreement (the “Agreement”) is executed this 7th day of April, 2004, by and between Petro Shopping Centers, L.P. (“Landlord”) and IdleAire Technologies Corporation (“Lessee”).

Idleaire Technologies Corp – SENIOR MANAGEMENT AGREEMENT (May 2nd, 2006)

THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of June 17, 2002, between IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), and JAMES H. PRICE (“Executive”).

Idleaire Technologies Corp – SENIOR MANAGEMENT AGREEMENT (May 2nd, 2006)

THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of June 17, 2002, between IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), and DAVID EVERHART (“Executive”).

Idleaire Technologies Corp – SUBORDINATION AGREEMENT (May 2nd, 2006)

This Subordination Agreement (this “Agreement”) is made as of December 30, 2005 by and among the undersigned noteholders (each, a “Noteholder”), IdleAire Technologies Corporation (“IdleAire”), the Administrative Agent and the Collateral Agent (each, as hereinafter defined).

Idleaire Technologies Corp – IDLEAIRE TECHNOLOGIES CORPORATION, THE GUARANTORS named herein, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent INDENTURE Dated as of December 30, 2005 13% Senior Secured Discount Notes due 2012 (May 2nd, 2006)

THIS INDENTURE, dated as of December 30, 2005, is made by and among IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware corporation, as issuer (the “Issuer”), the Guarantors (as hereinafter defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (the “Collateral Agent”).

Idleaire Technologies Corp – SENIOR MANAGEMENT AGREEMENT (May 2nd, 2006)

THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of June 17, 2002, between IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), and MICHAEL C. CRABTREE (“Executive”).

Idleaire Technologies Corp – CONFIDENTIAL LICENSE AND INSTALLATION AGREEMENT (May 2nd, 2006)

This License and Installation Agreement (the “Agreement”) is executed this 1st day of December, 2003, by and between Pilot Travel Centers LLC, a Delaware limited liability company, having an address of 5508 Lonas Road, Knoxville, Tennessee (“Pilot”) and IdleAire Technologies Corporation, a Delaware corporation, having an address of 410 North Cedar Bluff Road, Suite 200, Knoxville, Tennessee 37923 (“IdleAire”).