AMENDMENT TO WARRANT AGREEMENT
Exhibit 4.1.2a
AMENDMENT TO WARRANT AGREEMENT
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 Xxxxx 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”).
WHEREAS, Parties deem the amendment contained herein necessary and desirable to carry out the
original intent of the Parties;
WHEREAS, Parties agree that the amendment contained herein shall not adversely affect the
interests of the holders of Warrants and that in accordance with Section 19 of the Warrant
Agreement, Parties may enter into this Amendment without the approval of any holders of Warrants;
WHEREAS, capitalized terms used herein and not defined shall have the meaning ascribed to
such terms in the Warrant Agreement;
NOW, THEREFORE, for and in consideration of the foregoing premises and of the mutual
agreements hereinafter set forth, the Parties hereby agree as follows:
1. Amendment to Section 12(a) of the Warrant Agreement. Section 12(a) of the Warrant
Agreement is hereby deleted in its entirety and restated as follows:
(a) Upon any adjustment of the Exercise Price pursuant to
Section 8 hereof, the Company shall promptly thereafter (i)
cause to be filed with the Warrant Agent a certificate signed by the
Company’s Chief Financial Officer (the “CFO Certificate”) setting
forth the Exercise Price after such adjustment and setting forth in
reasonable detail the method of calculation and the facts upon which
such calculations are based and setting forth the number of Warrant
Shares (or portion thereof) issuable after such adjustment in the
Exercise Price, upon exercise of a Warrant and payment of the
adjusted Exercise Price, which certificate shall be conclusive
evidence of the correctness of the matters set forth therein,
provided that, the Company would make available upon request
by any holder of Warrants or the Warrant Agent similar certificate
signed by a firm of independent public accountants of recognized
standing selected by the Board of Directors of the Company (who may
be the regular auditors of the Company), and (ii) cause to be given
to each of the registered holders of Warrants at the address
appearing on the Warrant register for each such registered holder
written notice of such adjustments by first-class mail, postage
prepaid. Where appropriate, such notice may be given in advance and
included as a part of the notice required to be mailed under the
other provisions of this Section 12.
2. Miscellaneous.
2.1.
The Recitals hereto are hereby incorporated by reference as if fully set forth in this
Amendment.
2.2.
This Amendment shall be binding upon and inure to the benefit of the Parties and their
respective heirs, executors, administrators, successors, and assigns.
2.3.
This instrument contains the entire agreement between the Parties with respect to the
subject matter hereof and shall not be modified except in accordance
with the applicable provisions
of the Warrant Agreement.
2.4.
This Amendment shall be governed by the laws of the State of New York, and shall be
construed under the substantive law of the State of New York without
regard to its conflicts of law
provisions.
2.5.
This Amendment may be executed in any number of counterparts and all counterparts executed
by the Parties together shall constitute one and the same Amendment.
(Signatures on following page.)
1
IN WITNESS WHEREOF, the Parties have hereunto executed this Amendment on the day and year
first above written.
| COMPANY: | ||||||
| IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware corporation |
||||||
| By: Name: |
/s/ Xxxxxxx X. Xxxxxxxx
|
|||||
| Title: | Chief Executive Officer | |||||
| WARRANT AGENT: | ||||||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION |
||||||
| By: Name: |
/s/ Xxxx X. Xxxxxxx
|
|||||
| Title: | Vice President | |||||
