SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • September 18th, 2007 • Idleaire Technologies Corp • Services-automotive repair, services & parking • Tennessee
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 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 Agreement • July 31st, 2006 • Idleaire Technologies Corp • Services-automotive repair, services & parking • 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 • July 31st, 2006 • Idleaire Technologies Corp • Services-automotive repair, services & parking • 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”).
AIRCRAFT LEASE AGREEMENTAircraft Lease Agreement • April 2nd, 2007 • Idleaire Technologies Corp • Services-automotive repair, services & parking
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”).
CONFIDENTIAL LEASE AND INSTALLATION AGREEMENTLease and Installation Agreement • July 31st, 2006 • Idleaire Technologies Corp • Services-automotive repair, services & parking • 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]Senior Secured Discount Note • May 2nd, 2006 • Idleaire Technologies Corp • 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”).
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • April 2nd, 2007 • Idleaire Technologies Corp • Services-automotive repair, services & parking • New York
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”).
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...Indenture • September 17th, 2007 • Idleaire Technologies Corp • Services-automotive repair, services & parking • New York
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”).
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”).
FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • November 14th, 2006 • Idleaire Technologies Corp • Services-automotive repair, services & parking
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”).
FOURTH AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • July 3rd, 2007 • Idleaire Technologies Corp • Services-automotive repair, services & parking
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.
FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • January 31st, 2008 • Idleaire Technologies Corp • Services-automotive repair, services & parking
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”).
SECOND AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase 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:Financial Advisory Agreement • May 2nd, 2006 • Idleaire Technologies Corp • 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”).
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 StockWarrant Agreement • September 17th, 2007 • Idleaire Technologies Corp • Services-automotive repair, services & parking • New York
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”).
FIRST AMENDMENT Dated as of , 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...Indenture • August 15th, 2007 • Idleaire Technologies Corp • Services-automotive repair, services & parking • New York
This FIRST AMENDMENT TO INDENTURE (the “Indenture Amendment”), dated as of ___, 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”).
ContractWarrant Agreement • May 2nd, 2006 • Idleaire Technologies Corp • 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.
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 AgentCredit Agreement • April 30th, 2008 • Idleaire Technologies Corp • Services-automotive repair, services & parking • New York
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”).
SECURITY AGREEMENTSecurity Agreement • April 30th, 2008 • Idleaire Technologies Corp • Services-automotive repair, services & parking • New York
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;
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 STOCKWarrant to Purchase 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...Indenture • May 2nd, 2006 • Idleaire Technologies Corp • 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 STOCKWarrant to Purchase 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.
