SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • May 2nd, 2006 • Idleaire Technologies Corp • Tennessee
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 CORPORATION SERIES C CONVERTIBLE PREFERRED STOCK SECURITIES PURCHASE AGREEMENT Dated as of , 2004Securities Purchase Agreement • May 2nd, 2006 • Idleaire Technologies Corp • Tennessee
This SECURITIES PURCHASE AGREEMENT, dated as of , 2004 (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 Corporation 320,000 Units Consisting of $320,000,000 13% Senior Secured Discount Notes due 2012 and 320,000 Warrants to Purchase Common Stock REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2006 • Idleaire Technologies Corp • New York
IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement, dated as of December 28, 2005, by and among the Company and the Initial Purchaser (the “Purchase Agreement”), 320,000 units (the “Units”), consisting of $320,000,000 aggregate principal amount at maturity of 13% Senior Secured Discount Notes due 2012 issued by the Company (the “Notes”) and 320,000 warrants (the “Warrants”), each entitling the holder thereof to purchase 126.1903 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company, subject to adjustment. As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
CONFIDENTIAL LICENSE AND INSTALLATION AGREEMENTLicense and Installation Agreement • May 2nd, 2006 • Idleaire Technologies Corp • Tennessee
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”).
CONFIDENTIAL LEASE AND INSTALLATION AGREEMENTLease and Installation Agreement • May 2nd, 2006 • Idleaire Technologies Corp • Tennessee
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”).
CONFIDENTIAL LEASE AND INSTALLATION AGREEMENTLease and Installation Agreement • May 2nd, 2006 • Idleaire Technologies Corp • Tennessee
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 CORPORATION SERIES C CONVERTIBLE PREFERRED STOCK AND COMMON STOCK SECURITIES PURCHASE AGREEMENT Dated as of May 12, 2005Securities Purchase Agreement • May 2nd, 2006 • Idleaire Technologies Corp • New York
This SECURITIES PURCHASE AGREEMENT dated as of May 12, 2005 (this “Agreement”), by and among IdleAire Technologies Corporation, a Delaware corporation (the “Company”), CTV Holdings, Inc., a Nevada corporation (“CTVH”) and a wholly-owned subsidiary of Parsons Brinckerhoff Infrastructure Development Company, Inc., a Delaware corporation (“PBIDC”), and PB Constructors Inc., a Delaware corporation and an affiliate of PBIDC (“PB Constructors”). PB Constructors and CTVH are each sometimes referred to individually herein as a “Purchaser” and collectively as the “Purchasers”.
DISBURSEMENT AGREEMENT among WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Disbursement Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Trustee, and IDLEAIRE TECHNOLOGIES CORPORATION, as the Issuer Dated as of December 30, 2005Disbursement Agreement • May 2nd, 2006 • Idleaire Technologies Corp • New York
THIS DISBURSEMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 30, 2005, is made by and among Wells Fargo Bank, National Association, as trustee (together with its successors and assigns, in such capacity, the “Trustee”) under the Indenture (as defined below), Wells Fargo Bank, National Association, as disbursement agent (together with its successors and assigns, in such capacity, the “Disbursement Agent”), and IdleAire Technologies Corporation, a Delaware corporation (the “Issuer”).
FORM OF 13% SENIOR SECURED DISCOUNT NOTE]Idleaire Technologies Corp • May 2nd, 2006 • New York
This security has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Neither this security nor any interest or participation herein may be reoffered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of in the absence of such registration unless such transaction is exempt from, or not subject to, such registration.
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 StockWarrant Agreement • May 2nd, 2006 • Idleaire Technologies Corp • New York
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”).
SECURITY AGREEMENTSecurity Agreement • May 2nd, 2006 • Idleaire Technologies Corp • New York
This SECURITY AGREEMENT, dated as of December 30, 2005 (as amended from time to time, this “Agreement”), is made by and among each of the Persons named as “Grantors” on the signature pages hereto or named as an “Additional Grantor” in a Joinder Agreement entered into after the date hereof (such Persons, each, a “Grantor” and collectively, the “Grantors”), and Wells Fargo Bank, National Association, as collateral agent for the Trustee (as defined below) and the holders of Discount Notes (as defined below) issued under the Indenture described below (the “Noteholders”) (in such capacity, together with its successors, if any, in such capacity, the “Collateral Agent”).
SECOND AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • May 2nd, 2006 • Idleaire Technologies Corp
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 Corporation January 18, 2002 Tom Badgett Chief Operating Officer IdleAire Technologies Corporation 900 South Gay Street, Suite 300 Knoxville, TN 37902 Gentlemen:Idleaire Technologies Corp • May 2nd, 2006 • New York
This Agreement confirms our understanding of the engagement of CIBC World Markets Corp. (“CIBC WM”) by Idleaire Technologies Corporation, a Delaware corporation (the “Company”) to act as exclusive financial advisor to the Company in connection with a possible Transaction (as hereinafter defined). In the context of this Agreement, “Transaction” is defined as and understood to include a private placement of up to $40 million of one or more classes or series of securities of the Company. Such securities may take the form of subordinated debt, preferred stock, and/or other equity-like securities convertible into or exchangeable for or accompanied by warrants or other rights exercisable for or giving the holder thereof the right to purchase common or preferred stock, in each case as agreed to by the Company (collectively, the “Securities”). During the Term of this Agreement, CIBC WM shall, in all instances, retain the right to act as sole manager or sole placement agent for the Transaction,
AMENDMENT TO DISBURSEMENT AGREEMENTDisbursement Agreement • May 2nd, 2006 • Idleaire Technologies Corp • New York
THIS AMENDMENT TO DISBURSEMENT AGREEMENT (this “Amendment”), is made effective as of the 31st day of January 2006, by and among IdleAire Technologies Corporation, a Delaware corporation (the “Company”), Wells Fargo Bank, National Association, as Trustee (the “Trustee”), and Wells Fargo Bank, National Association, as Disbursement Agent (the “Disbursement Agent” and, along with the Company and the Trustee, the “Parties”) pursuant to and in accordance with (i) Section 15.8 of that certain Disbursement Agreement by and among the Parties, dated as of December 30, 2005 (the “Disbursement Agreement”) and (ii) Section 8.01 of that certain Indenture by and among the Parties, dated as of December 30, 2005 (the “Indenture”).
ContractIdleaire Technologies Corp • May 2nd, 2006 • New York
This security and the Warrant Shares to be issued upon its exercise have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Neither this security, the Warrant Shares to be issued upon its exercise nor any interest or participation herein may be reoffered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of in the absence of such registration unless such transaction is exempt from, or not subject to, such registration.
SUBORDINATION AGREEMENTSubordination Agreement • May 2nd, 2006 • Idleaire Technologies Corp • New York
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).
EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2006 • Idleaire Technologies Corp • Tennessee
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of May 6, 2002, by and between Paul Boyd (“Employee”) and IdleAire Technologies Corporation, a Delaware corporation (“Employer”), but effective as of the Effective Date.
IdleAire Technologies Corporation 320,000 Units Consisting of 13% Senior Secured Notes due 2012 and 320,000 Warrants to Purchase Common Stock PURCHASE AGREEMENTPurchase Agreement • May 2nd, 2006 • Idleaire Technologies Corp • New York
IdleAire Technologies Corporation, a Delaware corporation (the “Company”) hereby agrees with you (this “Agreement”) as follows:
AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • May 2nd, 2006 • Idleaire Technologies Corp
THIS AMENDMENT amends that certain Warrant to Purchase Common Stock (“Warrant”) dated May 23, 2001 by and between IdleAire Technologies Corporation (“IdleAire”) and Lana Batts (“Batts”).
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...Idleaire Technologies Corp • May 2nd, 2006 • New York
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”).
THIRD AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • May 2nd, 2006 • Idleaire Technologies Corp
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.
