exv10w10w2



 







Exhibit 10.10.2




CONFIDENTIAL




LEASE AND INSTALLATION AGREEMENT




     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”).



RECITALS:




     WHEREAS, Landlord is the owner and/or operator of one or more full service Travel Centers
which are located at the addresses listed on Exhibit A hereto and may acquire, or contract to
operate, other full service Travel Centers, all of the aforesaid (whether now or hereafter owned or
operated by Landlord) hereinafter referred to individually as a “Travel Center” and collectively
being referred to as the “Travel Centers”; and



     WHEREAS, Lessee has developed the concept and an apparatus (the “Unit”) which heats and cools
the interior of vehicles using only electrical power; and



     WHEREAS, Lessee can install these Units in a manner that will allow drivers to heat and cool
their vehicles while parked at the Travel Centers without idling their engines, as well as having
connections to the Internet, cable, telephone, and video services (the “Basic Services”). Lessee
may also provide additional services or have additional revenue sources on the Premises at its
discretion (hereinafter the “Auxiliary Services” and together with the Basic Services the
“Services”); and



     WHEREAS, Landlord desires to have these Units installed at its Travel Centers to provide
Services to its customers; and



     WHEREAS, Landlord desires to allow Lessee access to their Travel Centers to install the Units;
and



     WHEREAS, Lessee is willing to pay to Landlord a portion of the revenues derived from the
operation of the Units at the Travel Centers.



     NOW, THEREFORE, in consideration of the above, the mutual covenants and conditions set forth
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:



     1. Premises. Subject to the terms and conditions of this Agreement, and in
consideration of the monies to be paid to Landlord by Lessee, and the conditions and agreements to
be observed and performed by Lessee, Landlord hereby demises and leases to Lessee all of its
parking areas in its Travel Centers for the uses described below (the “Premises”) and Lessee hereby
leases the Premises from Landlord. It is expressly agreed that each time Landlord




 



***
Indicates where material is omitted pursuant
to a confidential treatment request and filed separately with the Commission.





 









 







acquires, or
contracts to operate a new Travel Center, the same shall thereupon become a Travel
Center for all purposes hereunder and be leased to Lessee automatically hereby, and Exhibit A shall
be updated periodically to include such new Travel Centers.




     2. Term.



          (a) The term of this Agreement shall be for a period of fifteen (15) years, commencing with the date of
execution set forth above.




          (b) Lessee is further granted an option to extend the term of this Agreement beyond the term
shown in (a) above for two (2) additional consecutive periods of five (5) years each (with each such five (5) year
period being referred to herein as an “Extended Term” and collectively as the “Extended Terms”), on
the same terms and conditions in effect under this Agreement immediately prior to each such
Extended Term.




          (c) The option to extend may be exercised only by giving Landlord written notice of the intent
to exercise such option at least six (6) months prior to the commencement of each Extended Term.




     3. Lease Consideration. Beginning 180 days after installation at each Travel Center
pursuant to Paragraph 6 below, Lessee agrees to pay to Landlord the consideration set forth in the
Revenue and Profit Allocation Schedule attached hereto as Exhibit B (the “Lease
Consideration”). Lessee will report monthly to Landlord the revenues generated by the above
described activities. Each such monthly report shall be provided to Landlord within forty-five
(45) days of the end of each calendar month accompanied by payment to Landlord by Lessee of its
share of the revenues and profits evidenced by the revenue report.



     4. Use of Premises.



          (a) Lessee shall, at its sole cost and expense, have the exclusive right to install its Units
and provide the Services on each Travel Center parking area. Landlord shall not permit any person
other than Lessee to install any device, equipment or apparatus for provision of any Services on
the parking areas for which Landlord receives Lease Consideration from Lessee, or to otherwise
provide heating and/or cooling of tractor-trailers at Travel Centers, during the term of this
Lease, except that the number and location of the Units shall not reasonably interfere with the
normal ingress and egress to, from, or upon the Travel Center parking area by customer vehicles.




          (b) The precise number and location of the Units to be installed shall be within Lessee’s
discretion, subject to approval by Landlord, which approval shall not be unreasonably withheld,
conditioned or delayed.






 




			
	*** Indicates where material is omitted pursuant
to a confidential treatment request and filed separately with the Commission.




2









 










     5. Landlord’s Obligations.



          (a) Landlord will maintain and repair, at its cost, all Travel Center parking areas in a
manner in keeping with normal Travel Center operations and in a manner sufficient for proper
installation and operation of the Units. Landlord shall allow Lessee’s employees access to public
restrooms and restaurant facilities at each installed site.




          (b) Landlord will keep all Travel Center parking areas clear such that Lessee may install its
Units without interruption and such that professional drivers have unimpeded access to the Units
after installation. Landlord shall cooperate with Lessee to assist Lessee to complete its
installation process, but Landlord shall not be required to incur any costs in this regard.




          (c) Landlord will allow prominent placement of advertising materials, vending machines and/or
other equipment used in connection with the rental and promotion of the Units at each Travel Center
with the placement to be mutually agreed upon prior to installation.




          (d) Landlord will allow, and provide space and servicing for, the retail sale of IdleAire
pre-paid debit cards at each Travel Center and will collect all revenues therefor. Landlord will
not permit any pre-paid debit card sales for any products or services of any competitor of Lessee
at any Travel Center. Lessee shall invoice Landlord on a monthly basis for all revenues owed by
Landlord from the sale of the IdleAire pre-paid debit cards within ten (10) days of each calendar
month end and Landlord shall provide payment to Lessee for all such revenues within fifteen (15)
days of invoice.




          (e) Landlord shall allow Lessee to install, at Lessee’s sole cost and expense, underground,
above ground and in the Equipment Area, all of the Units, mechanical supporting structures,
distribution equipment, cabling and conduit for electrical power, telephone and cable television,
centralized servers, routers and other equipment, utility service connections for electrical power,
telephone, cable television and internet access, equipment and related items necessary for proper
operation of the Units and to provide the Services throughout the truck parking areas at each
Travel Center (the “IdleAire System”).




          (f) Landlord shall, for the Term of this Agreement (and any renewal term), allow Lessee
unimpeded access to the Premises of each Travel Center at which the Units are installed for
purposes of maintaining, repairing, replacing and operating the IdleAire System and for the purpose
of providing the Services. All such operations will be carried out by Lessee in a manner so as to
give professional drivers substantially unimpeded access to the parking areas during periods of
construction, maintenance, and repair.




          (g) Landlord shall make available to Lessee a sufficient area in which to install the IdleAire
System, including: (i) such area as is required for the installation of Units; (ii) unlimited
access to a secured air-conditioned interior area of approximately one hundred (100) square feet
for the installation and operation of all monitoring equipment; and (iii) an area at the fuel desk
and/or the travel store for installation of any equipment required for activation




3









 







and rental of the Units (hereinafter collectively referred to as the “Equipment Area”). Landlord
shall allow Lessee an area in each travel center for the placement of an IdleAire kiosk for the
purposes of promoting the sales of different components of the IdleAire system.




          (h) Lessee shall have continued access to the Equipment Area and all parking areas for
purposes of installing, repairing and monitoring the IdleAire System. So long as such activities
do not impede landlord or other guests and invitees from using the parking areas at the travel
center. Lessee shall take care and make every reasonable effort to minimize, to the extent
practical, damage and disruption to the Premises and Landlord’s business operations during the
installation and operation of the IdleAire System at each Travel Center. Lessee will repair any
material damage to the Travel Center which is caused by Lessee. However, Lessee shall not be
responsible for any existing defects or deficiencies or the normal wear and tear to the parking lot
or the Travel Center.




          (i) Landlord shall take no action to discourage, limit or impair utilization of the Units,
Services or the IdleAire System.




          (j) In consideration of the Lease Consideration to be paid to Landlord hereunder, Landlord
agrees that any rights with regard to the generation, sale, trading or other use of [***
***] which may result from the installation of the Equipment on the Truck Parking Areas
shall be retained solely by Lessee.




     6. Lessee’s Obligations. The Parties agree that while IdleAire shall use reasonable
efforts to complete the installation of the System at the Travel Centers pursuant to the terms of
this Agreement, IdleAire’s obligations to install the System at any of the Travel Centers is
subject to: (i) Landlord having ownership or control over such Travel Center at the time IdleAire
commences installation of the System; (ii) confirmation that the Travel Center has, in IdleAire’s
sole discretion, a sufficient number of parking stalls to warrant installation; (iii) Landlord
authorizing IdleAire to use its standard construction methods and materials with respect to the
installation of the System at such Travel Center; (iv) completion of satisfactory engineering and
environmental surveys at such Travel Center; (v) confirmation that no part of the System crosses a
public right of way adjacent to such Travel Center; (vi) receipt from Landlord of all requested
maps, blue prints and other relevant information relating to such Travel Center on a timely basis;
and (vii) IdleAire not being able to complete any such installation because of any of the
following: floods, civil unrest, acts of God; war; governmental interference or embargoes; labor
strikes; failure of others to supply permits, fuel, power, materials or supplies; transportation
delays by third parties; or any other cause (whether or not similar to those described in this
Section 6) beyond the control of IdleAire.





 




			
	*** Indicates where material is omitted pursuant
to a confidential treatment request and filed separately with the Commission.




4









 










     7. Rights and Duties of the Parties with Respect to the Units and Related
Equipment.



          (a) Notwithstanding the fact that certain parts of the Units may be affixed to each Travel
Center, neither the Units nor such parts of the Units shall become a fixture and the
Units shall remain the property of Lessee. Landlord acknowledges that the Units and the Services,
and the manner of their operation and installation, are proprietary to Lessee. Accordingly,
Landlord shall use its best efforts to insure that all information and data concerning the Units
and the Services shall not be divulged and Landlord shall not use any of such information or data
for its own purposes or to compete with Lessee in any manner.




          (b) Upon the termination of this Agreement for any reason, Lessee shall: (i) remove, at its
sole cost and expense, any or all of the Units and related equipment from each Travel Center; or
(ii) sell or lease it to the Landlord or its successors, nominees or assigns. Lessee shall, if it
elects to remove the IdleAire System, restore each Travel Center as near as reasonably possible to
the condition of such Premises prior to the installation of the IdleAire System, normal wear and
tear excepted, but shall not be obligated to remove any underground equipment.




     8. Representations and Warranties of Lessee.



          (a) Lessee is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has full power and authority: (i) to enter into this Agreement;
and (ii) to carry out the other transactions and agreements contemplated by this Agreement.




          (b) The execution, delivery and performance of this Agreement by Lessee has been duly
authorized by all necessary action of Lessee. This Agreement, and each of the other documents to
be executed and delivered by Lessee pursuant to this Agreement, have been duly executed and
delivered by Lessee and are the valid and binding obligations of Lessee, enforceable in accordance
with their respective terms, subject only as to enforceability affected by bankruptcy, insolvency
or similar laws affecting the rights of creditors generally and by general equitable principles.
The execution, delivery and performance of this Agreement, and the other documents to be executed,
delivered and performed by Lessee pursuant to this Agreement, will not: (i) conflict with or
violate any provision of Lessee’s organizational documents, or any law, ordinance or regulation, or
any decree or order of any court or administrative or other governmental body, which is either
applicable to, binding upon or enforceable against Lessee; or (ii) result in any breach of, or
default under, or cause the acceleration of performance of any mortgage, contract, agreement,
indenture or other instrument which is either binding upon or enforceable against Lessee.




          (c) Lessee is not required to obtain the approval, consent or waiver of any other person or
entity for the execution, delivery or performance of this Agreement.




          (d) All of the information contained in the representations and warranties of Lessee set forth
in this Agreement, or in any of the documents delivered, or to be delivered




5









 







herewith or after the
execution hereof, as set forth in any provision of this Agreement, is true, accurate and complete.




     9. Representations and Warranties of Landlord.



          (a) Landlord is a limited partnership duly organized, validly existing and in good standing
under the laws of the State of Delaware, and has full corporate power and authority; (i) to enter
into this Agreement; and (ii) to carry out the other transactions and agreements contemplated by
this Agreement.




          (b) The execution, delivery and performance of this Agreement by Landlord has been duly
authorized by all necessary corporate action of Landlord. This Agreement, and each of the other
documents to be executed and delivered by Landlord pursuant to this Agreement, have been duly
executed and delivered by Landlord, and are the valid and binding obligations of Landlord,
enforceable in accordance with their respective terms, subject only as to enforceability affected
by bankruptcy, insolvency or similar laws affecting the rights of creditors generally and by
general equitable principles. The execution, delivery and performance of this Agreement, and the
other documents to be executed, delivered and performed by Landlord pursuant to this Agreement,
will not: (i) conflict with or violate any provision of Landlord’s charter, bylaws or any law,
ordinance or regulation, or any decree or order of any court or administrative or other
governmental body which is either applicable to, binding upon or enforceable against Landlord; or
(ii) result in any breach of, or default under, or cause the acceleration of performance of any
mortgage, contract, agreement, indenture or other instrument which is either binding upon or
enforceable against Landlord.




          (c) Landlord is not required to obtain the approval, consent or waiver of any other person or
entity for the execution, delivery or performance of this Agreement.




          (d) All of the information contained in the representations and warranties of Landlord set
forth in this Agreement, or in any of the documents delivered or to be delivered herewith or after
the execution hereof as set forth in any provision of this Agreement, is true, accurate and
complete.




     10. Waiver of Subrogation. Each party hereto waives any and every claim which may
arise in its favor against the other party hereto during the term of this Agreement, or any renewal
or extension hereof, for any and all loss of, or damage to, any of its property located without or
upon or constituting a part of the Premises leased hereunder, if such loss or damage is covered by
valid and collectible fire and extended coverage insurance policies, and only to the extent that
such loss or damage is recoverable under said insurance policies. Said mutual waivers shall be in
addition to, and not in limitation or derogation of, any other waiver or release contained in this
Agreement with respect to any loss of, or damage to, property of the parties hereto. Inasmuch as
the above mutual waivers will preclude the assignment of any claim described above by way of
subrogation (or otherwise) to an insurance company (or any other person), each party hereto agrees
immediately to give to each insurance company which has issued to it policies of fire and extended
coverage insurance written notice of the terms of said mutual waivers and to have said insurance
policies



6









 




properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by
reason of said waivers.




     11. Indemnity. Lessee shall indemnify Landlord and shall hold Landlord harmless from
any damage to any property or injury to, or death of, any person upon, or about the Premises
arising from the negligence or willful misconduct of Lessee, its agents, employees,
representatives, contractors, servants, or invitees or arising out of or relating to the
installation, utilization, operation or maintenance of the Units. Landlord shall indemnify Lessee
and shall hold Lessee harmless from any damage to any property or injury to, or death of, any
person arising from any event caused by the negligence or willful misconduct of Landlord, its
agents, employees, representatives, contractors, servants, or invitees or otherwise arising out of
or relating to the operation of the Travel Centers (except the IdleAire System), which occurs on
the Premises. The foregoing indemnity obligations of Lessee and Landlord shall include reasonable
attorneys’ fees, investigation costs and all other costs and expenses incurred by Lessee or
Landlord, as the case may be, from the first notice that any claim or demand has been made or may
be made. The provisions of this Section 11 shall survive the termination of this Agreement with
respect to any damage, injury or death occurring before such termination.



     12. Insurance. Both Landlord and Lessee shall maintain during the Term of this
Agreement (or any renewal term), at their sole cost and expense, comprehensive public liability
insurance in the minimum amount of One Million Dollars ($1,000,000.00) providing coverage at each
Travel Center at which the IdleAire System is installed against any claims arising out of its own
respective negligence and any liabilities arising out of its respective products and/or services,
shall ensure that each party is named as an additional insured in respect of such insurance or is
otherwise covered as its interest may appear. Each party hereto shall provide to the other party
with a certificate of insurance evidencing insurance coverage in compliance with this Section 12.
Lessee and Landlord shall review the amount and terms of insurance coverage on an annual basis and
make such adjustments as may be reasonably necessary based upon the prior years’ claims experience.



     13. Force Majeure. Neither party shall have any liability for the failure to perform
or a delay in performing any of its obligations if such failure or delay is the result of any legal
restriction, labor dispute, strike, boycott, flood, fire, public emergency, revolution,
insurrection, riot, war, unavoidable mechanical failure, interruption in the supply of electrical
power or any other cause beyond the control of any party acting in a reasonable business-like
manner, whether similar or dissimilar to the causes enumerated above.



     14. Assignment.



          (a) Landlord may sell, assign, transfer or otherwise dispose of its interest in one or more of
the Travel Centers (through a change of control or otherwise) provided that the acquiror of such
interest or assets shall assume the Landlord’s rights and obligations hereunder and shall be bound
by the Terms of this Agreement relating thereto, in which case Lessee shall recognize the acquiror
of such Travel Center as its Landlord with respect to such transferred Travel Center or Travel
Centers for purposes of this Agreement.




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          (b) Lessee may pledge its interest in this Agreement to any party, including, without
limitation, to any bank, recognized lending or leasing institution or investor as collateral.
Lessee may sell, assign, transfer or otherwise dispose of its interest in this Agreement, provided
that the acquiror of such interest is not the owner or operator of one or more Travel Centers and
provided further that said acquiror shall assume all of Lessee’s rights and obligations hereunder
and shall be bound by the Terms of this Agreement.




     15. Ownership and Confidentiality. Landlord recognizes and agrees that Lessee shall,
during the Term of this Agreement and thereafter, retain sole ownership of the IdleAire System.
Landlord recognizes the proprietary nature of the concept and the design of the IdleAire System.
Accordingly, Landlord agrees to maintain, and cause each of its employees and agents to maintain,
and keep strictly confidential all information that it obtains or receives in conjunction with the
IdleAire System. Landlord further agrees that the “IdleAire” name and logo shall be and remain the
property of Lessee and all references by Landlord to the Units or the Services shall incorporate
and/or refer to Lessee by its full name (“IdleAire”), whether in literature, electronic or print
displays, articles, advertising, billboards, banners or otherwise. The name “IdleAire” is, or will
be, a registered service mark of Lessee and, to the extent required by Lessee, Landlord shall
execute a no cost limited license agreement for the use of such service mark.



     16. No Estate in Land. This Agreement shall create the relationship of Landlord and
Lessee between the parties hereto; no estate shall pass out of Landlord. Lessee has only a
usufruct, not subject to levy and sale, and not assignable by Lessee except as provided in Section
14(b) hereof.



     17. Holding Over. If Lessee remains in possession of the Premises after expiration
of the Term, with Landlord’s acquiescence and without any express agreement of the parties, Lessee
shall be a tenant under a month-to-month tenancy at the same Lease Consideration in effect at the
end of this Agreement (and subject to all terms and conditions of this Agreement except as modified
by this Section 17), and there shall be no renewal of this Agreement by operation of law.



     18. Defaults. In the event either party hereto shall breach or otherwise become in
default of any of its obligations hereunder, and such default shall continue for a period of thirty
(30) days after notice of such default shall have been given to the defaulting party by the
non-defaulting party, then:



          (a) The non-defaulting party shall be entitled to have and recover all of its damages and
losses arising out of such default from the defaulting party; and




          (b) The non-defaulting party shall have the right to terminate this Agreement upon thirty (30)
days additional notice of intent to terminate being given to the defaulting party unless the
defaulting party cures such default and pays to the non-defaulting party all losses and damages
incurred by the non-defaulting party prior to the expiration of such additional thirty (30) day
period.




     Notwithstanding the foregoing, however, it is understood and agreed that, in view of the
substantial investment Lessee shall have in the Units, if a default of the Lessee occurs or relates



8









 




to a particular Travel Center (e.g., if the default arises out of the installation or operation of
Units at a particular Travel Center as opposed to Lessee’s failing to make a monthly payment to
Landlord of Landlord’s share of revenues), then this Agreement may be terminated as to the
particular Travel Center in question, but not as to other Travel Centers. This provision is
further in recognition of the fact that Lessee will be employing different contractors in different
locations to install the Units and Lessee should not be penalized as to all Travel Centers solely
because of a problem with a contractor at a particular Travel Center.




     19. Quiet Enjoyment. Landlord covenants and warrants that it has full power and
authority to enter into this Agreement and that the Lessee shall have and enjoy quiet and peaceful
possession of the Premises during the Term of this Agreement or any extensions thereof without
hindrance or molestation from any party so long as Lessee keeps and performs all of the conditions
and requirements expressed or implied to be kept and performed by Lessee throughout the Term of
this Agreement.



     20. Rights Cumulative. All rights, powers and privileges conferred hereunder upon
either party hereto shall be cumulative but not restrictive to those given at law or in equity.



     21. Press Releases. Lessee and Landlord agree that it is desirable to, and that each
party has the right to, issue press releases concerning this Agreement. To the extent practical,
Lessee and Landlord shall consult with each other as to the form and content of such press releases
and other public disclosures of matters relating to this Agreement. Nothing in this section shall
prohibit Lessee or Landlord from making any disclosure which its legal counsel deems necessary or
advisable to fulfill such party’s disclosure obligations under applicable law.



     22. Notices.



          (a) Any notice, election, or other communication required or permitted hereunder shall be in
writing and shall be either: (i) sent by same-day or overnight courier service, or (ii) sent by
certified or registered United States mail, return receipt requested, postage and charges prepaid,
to the following address:




	 	 	 	 	 
	 

	 	To Landlord:
	 	Petro Shopping Centers, L.P.
	 

	 	 	 	6080 Surety Drive
	 

	 	 	 	El Paso, Texas 79905
	 

	 	 	 	Attn: Jim Cardwell, Chief Operating Officer
	 
	 	 	 	 
	 

	 	To Lessee:
	 	IdleAire Technologies Corporation
	 

	 	 	 	900 S. Gay Street, Ste. 300
	 

	 	 	 	Knoxville, Tennessee 37902
	 

	 	 	 	Attention: James H. Price, Sr. Vice Pres./Gen. Counsel






          (b) Any notice, election or other communication delivered or mailed as aforesaid shall, if
couriered by same-day or overnight delivery service, be deemed received on the date of delivery to
such addressee or address regardless of whether accepted, and if mailed, be




9









 







deemed received upon
date of actual receipt or on the third (3rd) calendar day subsequent to date of postmark, whichever
is earlier.




          (c) Each party hereof may change its address and addressee for notice, election, and other
communication from time to time by notifying the other parties hereto of the new address and
addressee in the manner provided for giving notice herein.




          (d) Any notice shall be deemed received if provided as aforesaid to any of the above-named
attorneys and to the above-named parties, regardless if accepted or rejected.




     23. Parties. “Landlord,” as used in this Agreement, shall include Landlord and its
heirs, executors, legal representatives, successors and assigns and successor in title to the
Premises. “Lessee” shall include Lessee and its heirs, executors, legal representatives,
successors and, if this Agreement is validly assigned or sublet, its assigns or sublessees.
“Landlord” and “Lessee” shall include male and female, singular and plural, corporation,
partnership or individual, as may fit the particular parties.



     24. Severability. Every agreement contained in this Agreement is, and shall be
construed as, a separate and independent agreement.



     25. Headings. The section headings contained in this Agreement are for convenience
only and shall not enlarge or limit the scope or meaning of the various and several sections
hereof. Words in the singular number shall be held to include the plural, unless the context
otherwise requires.



     26. Entire Agreement. This Agreement and the exhibits and riders attached hereto set
forth the entire agreement between the parties and cancel all prior negotiations, arrangements,
brochures, agreements, and understandings, if any, between Landlord and Lessee regarding the
subject matter of this Agreement. No amendment or modification of this Agreement shall be binding
or valid unless expressed in a writing executed by both parties hereto.



     27 Litigation; Prevailing Party. If litigation is brought with regard to this
Agreement, the prevailing party shall be entitled to receive from the non-prevailing party, and the
non-prevailing party shall immediately pay upon demand, all reasonable fees and expenses of counsel
of the prevailing party.



     28. Governing Law. This Agreement shall be governed by and construed under the laws
of the State of Tennessee. Any action brought to enforce or interpret this Agreement shall be
brought in the court of appropriate jurisdiction in Knox County, Tennessee. Should any provision
of this Agreement require judicial interpretation, Landlord and Lessee hereby agree and stipulate
that the Court interpreting or considering same shall not apply the presumption that the terms
hereof shall be more strictly construed against a party by reason of any rule or conclusion that a
document should be construed more strictly against the party who itself or through its agent
prepared the same, it being agreed that all parties hereto have participated in the preparation of
this Agreement and that each party had full opportunity to consult legal counsel of its choice
before the execution of this Agreement.



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     29. Counterparts. This Agreement may be executed in one or more counterparts, each of
which when so executed shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.



     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed pursuant to
appropriate authority duly given, hereunto affixed the day and year first above written.



	 	 	 	 	 	 	 
	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J.A. Cardwell, Jr.
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Title: C.O.O	 	 
	 
	 	 	 	 	 	 
	 	 	LESSEE:	 	 
	 
	 	 	 	 	 	 
	 	 	IDLEAIRE TECHNOLOGIES CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Everhart	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Title: COO	 	 






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Exhibit A




Number of Contacts: 38




	 	 	 	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro:2 #48
	 	 	 	Address 1 I-85 Exit 22 (Depot Rd)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 I-85 Exit 22 (Depot Rd)	 	 
	 	 	Phone 334-727-3354
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Shorter	 	 
	 	 	Mobile Phone
	 	 	 	               State AL	 	Zip 36075
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #19
	 	 	 	Address 1 I-20-59 Exit 100	 	 
	 	 	Contact Eva Glasdon
	 	 	 	Address 2 I-20-59 Exit 100	 	 
	 	 	Phone 205-477-9178
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Bucksville	 	 
	 	 	Mobile Phone
	 	 	 	               State AL	 	Zip 35111
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #11
	 	 	 	Address 1 I-40 Exit 280 (MLK Dr)/I-55 Exit 4	 	 
	 	 	Contact Howard Martinel
	 	 	 	Address 2 3900 Petro Rd.	 	 
	 	 	Phone 870-735-2095
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City West Memphis	 	 
	 	 	Mobile Phone
	 	 	 	               State AR	 	Zip 72301
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #26
	 	 	 	Address 1 I-40 Exit 161 (Galloway Rd S)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 3205 Valentine Rd.	 	 
	 	 	Phone 501-945-3206
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City North Little Rock	 	 
	 	 	Mobile Phone
	 	 	 	               State AL	 	Zip 72117
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #6
	 	 	 	Address 1 I-10 Exit 200 (Sunland Gin Rd N)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 5235 Sunland Gin Rd	 	 
	 	 	Phone 520-836-3983
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Casa Grande	 	 
	 	 	Mobile Phone
	 	 	 	               State AZ	 	Zip 85222
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #15
	 	 	 	Address 1 I-40 Exit 66 (Blake Ranch Rd)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 970 S Blake Ranch Rd	 	 
	 	 	Phone 928-757-2799
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Kingman	 	 
	 	 	Mobile Phone
	 	 	 	               State AZ	 	Zip 86401
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #9
	 	 	 	Address 1 I-5 Exit 630 (South Ave)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 2151 South Ave	 	 
	 	 	Phone 530-824-4685
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Corning	 	 
	 	 	Mobile Phone
	 	 	 	               State CA	 	Zip 96021






12









 






	 	 	 	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #46
	 	 	 	Address 1 CA 152 & CA 33 Jct (W of I-5 Exit	 	 
	 	 	 
	 	 	 	403 B)	 	 
	 	 	Contact Dennis Koplin
	 	 	 	Address 2 28991 W Gonzaga Rd	 	 
	 	 	Phone 209-827-8020
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Los Banos	 	 
	 	 	Mobile Phone
	 	 	 	               State CA	 	Zip 95322
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #27
	 	 	 	Address 1 I-5 Exit 219A (Wheeler Ridge Rd N)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 5821 Dennis McCarthy Drive	 	 
	 	 	Phone 661-663-4341
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Wheeler Ridge	 	 
	 	 	Mobile Phone
	 	 	 	               State CA	 	Zip 93243
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #23
	 	 	 	Address 1 I-75 Exit 368 (FL 318 E)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 7401 W Hwy 318	 	 
	 	 	Phone 352-591-1881
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Reddick	 	 
	 	 	Mobile Phone
	 	 	 	               State FL	 	Zip 32686
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #22
	 	 	 	Address 1 I-285 Exit 12 (US 78-278 E)	 	 
	 	 	Contact Allen Robinson
	 	 	 	Address 2 3181 Bankhead Hwy NW	 	 
	 	 	Phone 404-794-7772
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Atlanta	 	 
	 	 	Mobile Phone
	 	 	 	               State GA	 	Zip 30318
	 	 	Assistant Eddie Ballard
	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #21
	 	 	 	Address 1 I-57-70 Exit 159 (W on Fayette)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 1805 W Fayette Ave	 	 
	 	 	Phone 217-347-0480
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Effingham	 	 
	 	 	Mobile Phone
	 	 	 	               State IL	 	Zip 62401
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #45
	 	 	 	Address 1 I-69 Exit 157 (I-80-90Exit 144 N)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 7265 N Baker Rd	 	 
	 	 	Phone 260-495-2523
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Fremont	 	 
	 	 	Mobile Phone
	 	 	 	               State IN	 	Zip 46737
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #30
	 	 	 	Address 1 I-65 Exit 86 (KY 222)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 554 W Glendale Rd	 	 
	 	 	Phone 270-369-6579
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Glendale	 	 
	 	 	Mobile Phone
	 	 	 	               State KY	 	Zip 42740






13









 






	 	 	 	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #10
	 	 	 	Address 1 I-12 Exit 40 (US 51 S)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 2100 SW Rail Road Ave	 	 
	 	 	Phone 985-542-4981
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Hammond	 	 
	 	 	Mobile Phone
	 	 	 	               State LA	 	Zip 70401
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #8
	 	 	 	Address 1 20 Exit 8 (Industrial Loop)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2  6910 W BK Industrial Loop	 	 
	 	 	Phone 318-686-6111
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Shreveport	 	 
	 	 	Mobile Phone
	 	 	 	               State LA	 	Zip 71129
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #18
	 	 	 	Address 1 I-70 Exit 148 (US 54)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 3304 Gold Rd	 	 
	 	 	Phone 573-642-0676
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Kingdom City	 	 
	 	 	Mobile Phone
	 	 	 	               State MO	 	Zip 65262
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #28
	 	 	 	Address 1 I-20-55 Exit 45 EB/45A WB (Gallatin N)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 970 I-20 W Frontage Rd	 	 
	 	 	Phone 601-292-0940
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Jackson	 	 
	 	 	Mobile Phone
	 	 	 	               State MS	 	Zip 39201
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #29
	 	 	 	Address 1 I-40-85 Exit 157 (Buckhorn Rd N)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 500 Buckhorn Rd	 	 
	 	 	Phone 919-304-8100
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Mebane	 	 
	 	 	Mobile Phone
	 	 	 	               State NC	 	Zip 27302
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #13
	 	 	 	Address 1 I-40 Exit 79 (Horizon Blvd)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 I40 & Horizon Blvd	 	 
	 	 	Phone 505-285-6648
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Milan	 	 
	 	 	Mobile Phone
	 	 	 	               State NM	 	Zip 87021
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #38
	 	 	 	Address 1 I-80 Exit 20 EB/21 WB (S to Greg St)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 1950 East Greg Street	 	 
	 	 	Phone 775-355-8888
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Sparks	 	 
	 	 	Mobile Phone
	 	 	 	               State NV	 	Zip 89431






14









 






	 	 	 	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #31
	 	 	 	Address 1 1-15 Exit 54 (Speedway Blvd)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 6435 N Hollywood Blvd	 	 
	 	 	Phone 702-632-2636
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Las Vegas (North)	 	 
	 	 	Mobile Phone
	 	 	 	               State NV	 	Zip 89115
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #25
	 	 	 	Address 1 I-75 Exit 167 (OH 18)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 12906 Deshler Rd	 	 
	 	 	Phone 419-257-3744
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City North Baltimore	 	 
	 	 	Mobile Phone
	 	 	 	               State OH	 	Zip 45872
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #20
	 	 	 	Address 1 I-80 Exit 226 (Salt Spring Rd)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 1 Petro Place	 	 
	 	 	Phone 330-544-6400
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Girard	 	 
	 	 	Mobile Phone
	 	 	 	               State OH	 	Zip 44420
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #17
	 	 	 	Address 1 I-280 Exit 1B (1 mi N or OHTP	 	 
	 	 	 
	 	 	 	Exit 71)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 26416 West Service Rd	 	 
	 	 	Phone 419-837-9725
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Millbury	 	 
	 	 	Mobile Phone
	 	 	 	               State OH	 	Zip 43551
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #16
	 	 	 	Address 1 I-35-40 Exit 127 (Eastern	 	 
	 	 	 
	 	 	 	Ave/MLK Blvd)	 	 
	 	 	Contact Brian Cronkite
	 	 	 	Address 2 20 Martin Luther King	 	 
	 	 	Phone 405-228-7040
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Oklahoma City	 	 
	 	 	Mobile Phone
	 	 	 	               State OK	 	Zip 73117
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #24
	 	 	 	Address 1 I-5 Exit 24	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 3730 Fern Valley Road	 	 
	 	 	Phone 541-535-3372
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Phoenix	 	 
	 	 	Mobile Phone
	 	 	 	               State OR	 	Zip 97504
	 	 	 
	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #36
	 	 	 	Address 1 I-76 (PATP) Exit 226 N (I-81	 	 
	 	 	 
	 	 	 	Exit 52 W)	 	 
	 	 	Contact General Manager
	 	 	 	Address 2 1201 Harrisburg Pike	 	 
	 	 	Phone 717-249-1919
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone
	 	Ext.	 	               City Carlisle	 	 
	 	 	Mobile Phone
	 	 	 	               State PA	 	Zip 17013







15










 







	 	 	 	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #12	 	Address 1 I-40-75 Exit 369 (S Watt Rd)
	 	 	Contact Jim Fraey
	 	 	 	Address 2 722 Watt Rd	 	 
	 	 	Phone 865-693-6542
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone Ext.
	 	 	 	          City Knoxville (West)	 	 
	 	 	Mobile Phone
	 	 	 	          State TN	 	Zip 37922
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #49	 	Address 1 I-40 Exit 188 (CR 249 S)
	 	 	Contact General Manager
	 	 	 	Address 2 182 Luyben Hills Rd	 	 
	 	 	Phone 615-952-3208
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone Ext.
	 	 	 	               City Kingston Springs	 	 
	 	 	Mobile Phone
	 	 	 	               State TN	 	Zip 37082
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #7	 	Address 1 I-40 Exit 75 (Lakeside Dr S)
	 	 	Contact General Manager
	 	 	 	Address 2 8500 I-40 E	 	 
	 	 	Phone 806-372-4899
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone Ext.
	 	 	 	               City Amarillo	 	 
	 	 	Mobile Phone
	 	 	 	               State TX	 	Zip 79118
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #5	 	Address 1 10 Exit 582 (Ackerman Rd)
	 	 	Contact General Manager
	 	 	 	Address 2 1112 Ackerman Road	 	 
	 	 	Phone 210-661-9416
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone Ext.
	 	 	 	               City San Antonio	 	 
	 	 	Mobile Phone
	 	 	 	               State TX	 	Zip 78219
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #4	 	Address 1 I-10 Exit 848 (Walden Rd)
	 	 	Contact General Manager
	 	 	 	Address 2 5405 Walden Rd	 	 
	 	 	Phone 409-842-9600
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone Ext.
	 	 	 	               City Beaumont	 	 
	 	 	Mobile Phone
	 	 	 	               State TX	 	Zip 77705
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #2	 	Address 1 I-20 Exit 409 (Clear Lake Rd)
	 	 	Contact General Manager
	 	 	 	Address 2 2001 Santa Fe Dr	 	 
	 	 	Phone 817-599-9411
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone Ext.
	 	 	 	               City Weatherford	 	 
	 	 	Mobile Phone
	 	 	 	               State TX	 	Zip 76086
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #1	 	Address 1 I-10 Exit 37 (Horizon Blvd)
	 	 	Contact Dan Hichcock
	 	 	 	Address 2 1295 S Horizon Blvd	 	 
	 	 	Phone 915-859-3911
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone Ext.
	 	 	 	               City El Paso	 	 
	 	 	Mobile Phone
	 	 	 	               State TX	 	Zip 79927






16









 






	 	 	 	 	 	 	 	 	 
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #50	 	Address 1 I-10 Exit 2 (Vinton Rd)
	 	 	Contact General Manager
	 	 	 	Address 2 601 Vinton Rd	 	 
	 	 	Phone 915-886-5761
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone Ext.
	 	 	 	               City Vinton	 	 
	 	 	Mobile Phone
	 	 	 	               State TX	 	Zip 79821
	Contact	 	 
	 	 	 	 	 	 
	 	 	Company Petro Stopping Center #3	 	Address 1 I-80 Exit 310 (Curtis St)
	 	 	Contact General Manager
	 	 	 	Address 2 1855 Curtis	 	 
	 	 	Phone 307-745-6480
	 	Ext.	 	Address 3	 	 
	 	 	Alt Phone Ext.
	 	 	 	               City Laramie	 	 
	 	 	Mobile Phone
	 	 	 	                State WY	 	Zip 82070






17









 






EXHIBIT B



Revenue and Profit Allocation Schedule




	 	 	 	 	 	 	 	 	 
	 	 	DESCRIPTION OF SERVICE OR SALE	 	LANDLORD’S PORTION
	 
	 	 	 	 	 	 	 	 
	A.	 	Basic
Services – [***] Based Programs	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	1.	 	 	[***] from the retail sale of IdleAire
service cards through the travel center cashiers.
	 	[***]
retail price
of IdleAire service
cards shipped and
invoiced to the
travel center.

	 
	 	 	 	 	 	 	 	 
	 

	 	 	2.	 	 	[***] from usage of the IdleAire System.
	 	[***]
generated from
usage of IdleAire
System Services per
location.
	 
	 	 	 	 	 	 	 	 
	B.	 	Auxiliary
Services — [***] Based Programs	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	1.	 	 	[***] derived from the sale of long
distance phone time.
	 	[***]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	2.	 	 	[***] derived from Premium Movie Sales.
	 	[***]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	3.	 	 	[***] derived from all other auxiliary
services.
	 	[***]






[***]




[***]




[***]






 




			
	*** Indicates where material is omitted pursuant
to a confidential treatment request and filed separately with the Commission.




 









 










ADDENDUM TO LEASE AND INSTALLATION AGREEMENT




     This Addendum supplements and forms a part of that certain Lease and Installation Agreement
dated as of the 7th day of April, 2004 (the “Lease”) by and between Petro Shopping Centers, L.P.
(“Landlord”) and IdleAire Technologies Corporation (“Lessee”).



W I T N E S S E T H:




     WHEREAS, pursuant to Section ___of the Lease, Lessee is obligated to remove Lessee’s Units
and the components of the IdleAire System upon the termination or expiration of the Lease; and



     WHEREAS, Landlord desires Lessee to provide assurance of its ability to perform Section ___
of the Lease; and



     WHEREAS, Lessee is willing to provide the assurances hereinafter set forth.



     NOW, THEREFORE, for and in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby expressly acknowledge by each of
them, Landlord and Lessee agree as follows:



     1. Security Escrow.



     (a) Lessee agrees that it will deposit into an escrow account (the “Escrow Account”) in the
manner hereinafter provided $500 for each Unit installed at each Travel Center, as hereinafter
provided, during the period commencing with the date of the Lease and will continue until such time
that the total amount deposited into the Escrow Account equals $2,000,000. The Escrow Account will
be funded out of gross revenues at the Travel Center where each Unit is installed at the rate of
$10 per month, per Unit (gross revenues permitting), commencing on the date Lease Consideration
becomes payable to Landlord under Section [3] of the Lease, and continuing until $500 per installed
unit has been escrowed, or until the total of the Escrow Account equals $2,000,000.



     (b) Each month in which Lessee is obligated to make escrow deposits hereunder, Lessee shall
provide Landlord a written report reflecting the amounts deposited with the Escrow Agent during the
preceding month. This report shall be given no later than the date Lessee’s monthly report of
revenues and expenses is due under Section [3] of the Lease. Landlord shall further be entitled to
receive from the Escrow Agent a duplicate copy of the monthly statement rendered to Lessee in
connection with the Escrow Account.



     2. Escrow Agent. The Escrow Account shall be established with and held by
___, or another financial institution mutually agreeable to the parties (the “Escrow
Agent”), pursuant to an Escrow Agreement substantially in the form of Exhibit 1 hereto (the “Escrow
Agreement”). All interest earned on or appreciation in the value of the Escrow Account shall accrue
for the benefit of, and be payable to, Lessee or Landlord in accordance with



 









 







the terms of the Escrow Agreement. All fees and expenses charged by the Escrow Agent shall be paid
out of the gross revenues at each Travel Center in proportion to the amounts deposited into escrow
with respect to that Travel Center and will be deducted as an expense for purposes of the
allocations of profit under Exhibit C hereto.



     3. Disbursement from and Termination of Escrow Account. Subject to the remaining
provisions of this Section, Landlord and Lessee agree that the total amount placed in escrow by
Lessee under Section 1 with respect to any Travel Center shall be payable to Lessee upon
termination of the Lease Agreement unless Landlord has made a valid claim against the Escrow
Account as set forth in the Escrow Agreement. To initiate disbursement by the Escrow Agent, Lessee
or Landlord shall serve a Disbursement Instruction to Escrow Agent as described in Section 4(b) of
the Escrow Agreement. If Escrow Agent has not received an objection to the Disbursement Instruction
within 14 calendar days of Escrow Agent’s receipt of the Disbursement Instruction, Escrow Agent
shall disburse so much of the principal amount of the Escrow Fund as is requested in the
Disbursement Instruction, with the remainder of the principal amount, together with all accrued
interest and appreciation thereon, to be distributed to Lessee. Any disbursement withheld by the
Escrow Agent pursuant to an objection shall be disbursed by Escrow Agent in accordance with Section
___of the Escrow Agreement. When Escrow Agent has disbursed the Escrow Fund in full, the Escrow
Agreement shall terminate and the Escrow Agent shall be discharged.



     4. Substituted Collateral. Landlord agrees that Lessee may at any time substitute
other collateral of equivalent security, if acceptable to Landlord, for some or all of the Unit
Escrow.



     5. Default. Lessee’s failure to make a deposit into escrow as to any Travel Center
shall be treated as a default or breach by Lessee in the payment of lease consideration to Landlord
as to that Travel Center, entitling Landlord to the relief set forth in the Lease.



     6. Terms. Terms used in this Addendum that are defined in the Lease shall have the
same meaning as in the Lease.



     7. Entire Understanding. This Agreement, together with the executed Escrow Agreement
referred to in Section 2 hereof constitute the entire agreement between the parties with respect to
the subjects contained herein.



Addendum to Lease – Page 2




 









 








     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and date first
above written.



	 	 	 	 	 	 	 	 	 	 	 
	LANDLORD:	 	 	 	LESSEE:	 	 
	Petro Stopping Centers, L.P.	 	 	 	IdleAire Technologies Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: /s/ J.A. Cardwell, Jr.	 	 	 	By: /s/ David Everhart	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name: J.A. Cardwell, Jr.	 	 	 	Name: David Everhart	 	 
	Its: C.O.O.	 	 	 	Its: COO	 	 






Addendum to Lease — Page 3





 









 








ESCROW AGREEMENT




     This Escrow Agreement is made and entered into this 7th day of April, 2004, by and
among IdleAire Technologies Corporation (“IdleAire”), Petro Stopping Centers, L.P. (“Petro”) and
___(“Escrow Agent”).



WITNESSETH:




     WHEREAS, pursuant to a Lease and Installation Agreement and Addendum to the Lease and
Installation Agreement dated the ___day of March, 2004 (collectively the “Lease Agreement”)
between IdleAire and Petro, IdleAire has agreed to escrow the sum of $500 for each Unit of
IdleAire’s advanced travel center electrification center installed by IdleAire at Petro travel
centers, up to a total of $2,000,000, as set forth herein; and



     WHEREAS, Escrow Agent is willing to serve as the escrow agent required by the Lease Agreement;
and



     WHEREAS, by its signature hereinbelow, Petro consents to the appointment of Escrow Agent and
to the terms and conditions hereinafter set forth.



     NOW, THEREFORE, for and in consideration of the premises, and other good and valuable
consideration, the receipt and sufficiency of which are hereby expressly acknowledged, IdleAire and
Escrow Agent agree as follows:



SECTION 1. APPOINTMENT OF ESCROW AGENT.




     IdleAire hereby appoints Escrow Agent as the escrow agent under this Agreement on the terms
and conditions set forth herein. Escrow Agent hereby accepts its appointment as escrow agent and
agrees to carry out the duties and responsibilities set forth herein.



SECTION 2. THE ESCROW FUND OR ACCOUNT.




     (a) From time to time IdleAire shall tender to Escrow Agent the funds IdleAire is required to
escrow pursuant to the Lease Agreement for deposit in a segregated account maintained by Escrow
Account for the benefit of IdleAire and Petro. All funds received by Escrow Agent pursuant to this
Agreement shall be held, invested and disbursed in accordance with the terms and conditions of this
Agreement. A copy of the Lease Agreement is attached as Exhibit 1.



 









 





     (b) IdleAire shall receive the interest or other appreciation on the funds deposited with
Escrow Agent pursuant to this Agreement.



     (c) Funds may be released or disbursed by Escrow Agent from the Escrow Account only under the
circumstances set forth in Section 4 hereof.



SECTION 3. INVESTMENT OF FUNDS BY ESCROW AGENT.




     Escrow Agent shall invest and reinvest all amounts from time to time credited to the Escrow
Account in (a) Escrow Agent’s U.S. Treasury money market fund; (b) direct obligations of, or
obligations of the principal and interest on which are unconditionally guaranteed by, the United
States of America; (c) repurchase agreements fully collateralized by securities described in clause
(b) above; (d) money market accounts maturing within 30 days of the acquisition thereof and issued
by a bank or trust company organized under the laws of the United States of America or of any of
the 50 states thereof(a “United States Bank”) and having combined capital, surplus and
undistributed profits in excess of $50,000,000; (e) demand deposits with any United States Bank
having combined capital, surplus and undistributed profits in excess of $50,000,000; or (f) as
directed in joint written instructions received from IdleAire and Petro.



SECTION 4. RELEASE OF FUNDS FROM THE ESCROW ACCOUNT.




     (a) Escrow Agent shall distribute interest or other appreciation earned on the Escrow Account
to IdleAire quarterly, or as otherwise agreed upon by IdleAire and Escrow Agent, provided, however,
that such distributions shall not at any time cause the amount of the Escrow Account to be less
than the aggregate of the amounts deposited by IdleAire with the Escrow Agent.



     (b) Pursuant to Section 3. of the Addendum to Lease and Installation Agreement either
IdleAire or Petro may give written instructions to Escrow Agent to disburse all or some portion of
the Escrow Account (a “Disbursement Notice”).



          (i) Disbursement Requested solely by IdleAire. IdleAire may submit a Disbursement
Notice to Escrow Agent upon termination of the Lease Agreement for any reason other than the
default or material breach of IdleAire, including the sale or transfer by Petro of its travel
centers to any entity, at which time the Escrow Agreement shall automatically terminate.




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          (ii) Disbursement Requested by Petro. Petro may submit a Disbursement Notice only if
IdleAire defaults under the Lease Agreement by (a) failing to remove IdleAire equipment from a
Petro travel center upon the expiration of the Lease Agreement as to that travel center; or (b)
defaulting in its obligation to pay lease consideration to Petro and failing to cure such default
under the terms of the Lease Agreement; or (c) at a time when IdleAire is the subject of a
voluntary or involuntary petition in bankruptcy. Such Disbursement Notice may only be for the
actual costs incurred by Petro for removal of the IdleAire units covered by the Petro Disbursement
Notice and may not exceed the principal amount held in the Escrow Account.




          (iii) Joint Disbursement Request. At any time the parties may jointly submit a
Disbursement Notice with which Escrow Agent shall comply without need for complying with the
provisions herein relating to objections.




     (c) Within 72 hours of receiving a Disbursement Notice, Escrow Agent shall forward a copy
thereof to the other party in accordance with the Notice provisions set forth below. If Escrow
Agent has not received an objection to the Disbursement Notice within 10 days, Escrow Agent shall
promptly disburse from the principal amount of the Escrow Account the amount requested in the
Disbursement Notice to the requesting party. If, within such 10-day period, Escrow Agent receives
an objection from the non-requesting party to the Disbursement Notice, Escrow Agent shall disburse
to the requesting party only such amount of the Escrow Account to which the non-requesting party
has consented.



     (d) If Escrow Agent has not received joint instructions from IdleAire and Petro within an
additional 30 days, Escrow Agent may resign and deliver the Escrow Account in accordance with
Section 7, or may file an interpleader action in any court of competent jurisdiction in Knox
County, Tennessee, and interplead all or the disputed portion of the Escrow Account.



SECTION 5. DUTIES AND LIABILITIES OF ESCROW AGENT.




     The Escrow Agent shall have no duty or obligation hereunder other than to take such specific
actions as are required of it from time to time by the provisions of this Agreement, and it shall
incur no liability hereunder or in connection herewith for anything whatsoever other than any
liability resulting from its own gross negligence or willful misconduct or unlawful acts or
omissions. The only duties and responsibilities of the Escrow Agent shall be the duties and
obligations specifically set forth in this Agreement. The Escrow Agent has no duty to perform



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any calculations with respect to the proper amount to be deposited by IdleAire under the Lease
Agreement, or to ensure that such amounts are deposited with Escrow Agent.




SECTION 6. INDEMNIFICATION OF ESCROW AGENT.




     IdleAire shall indemnify, hold harmless and defend the Escrow Agent from and against any and
all losses, claims, liabilities and reasonable expenses, including reasonable attorney’s fees,
which it may suffer or incur in connection with the performance of its duties and obligations under
this Agreement and including any action taken under Section 4 hereof, except for those losses,
claims, liabilities and expenses resulting solely and directly from it own gross negligence,
willful misconduct, or unlawful act or omission. The Escrow Agent may seek the advice of counsel
at any time and such reasonable attorney fees shall be in addition to the administrative fees
charged by Escrow Agent for serving as Escrow Agent and the Escrow Agent may charge such costs
against the interest which accrues on the Escrow Account if not otherwise paid by IdleAire, but the
principal in the Escrow Account shall not be charged, used as an offset or otherwise encumbered by
the Escrow Agent or IdleAire.



SECTION 7. RESIGNATION OR REMOVAL OF ESCROW AGENT.




     Escrow Agent may resign at any time by giving IdleAire and Petro 30 days’ prior written notice
of such intention. IdleAire may remove the Escrow Agent, as such, by giving the Escrow Agent and
Petro 30 days’ prior written notice of such removal. Upon the effective date of its resignation or
removal, the Escrow Agent will deliver the Escrow Funds held hereunder only to a successor escrow
agent named in the joint written instructions of IdleAire and Petro. After the effective date of
its resignation or removal, the Escrow Agent shall have no duty with respect to the Escrow Funds
except to hold such property in safekeeping and deliver the Escrow Funds to its successor or as
directed by joint instructions from IdleAire and Petro. If no successor escrow agent has been
appointed by such joint instructions within 60 days from the date such notice of resignation or
removal has been given, Escrow Agent shall be entitled to tender the Escrow Funds into the registry
or custody of any court of competent jurisdiction in Knox County, Tennessee by giving notice of
such action to IdleAire and Petro.



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SECTION 8. ESCROW AGENT FEES AND EXPENSES.




     IdleAire shall pay the Escrow Agent its reasonable fees and expenses, including all reasonable
expenses, charges, counsel fees and other disbursements incurred by it or by its attorneys, agents
and employees in the performance of its duties and obligation under this Agreement. If not paid by
IdleAire within 30 days of when due, fees costs and expenses payable to Escrow Agent hereunder may
be paid by Escrow Agent from interest earned on the Escrow Fund, but the principal of the Escrow
Funds shall not be charged or offset against the Escrow Fund.



SECTION 9. INTENDED BENEFICIARIES; SUCCESSORS.




     Petro is an intended beneficiary of this Agreement. No other persons or entities are intended
beneficiaries of this Agreement, and only IdleAire and Petro shall be entitled to enforce the terms
of this Agreement.



SECTION 10. NOTICES.




     (a) Any notice required or permitted to be given by this Agreement shall be in writing, with a
copy provided simultaneously to Petro, and shall be deemed to have been received (a) immediately if
sent by facsimile transmission (with a confirming copy sent the same Business Day by registered or
certified mail), or by hand delivery (with signed return receipt), or (b) the next Business Day if
sent by nationally recognized overnight courier, in any case at the following addresses, or such
other addresses as any party may, by Notice, designate:



	 	 	 	 	 
	 

	 	If to Escrow Agent:	 	 
	 
	 	 	 	 
	 

	 	If to IdleAire:
	 	IdleAire Technologies Corporation
	 

	 	 	 	410 North Cedar Bluff Road, Suite 200
	 

	 	 	 	Knoxville, Tennessee 37923
	 

	 	 	 	Attention: James H. Price, General Counsel
	 

	 	 	 	With a Copy to Chief Operating Officer
	 
	 	 	 	 
	 

	 	If to Petro:
	 	Petro Stopping Centers, L.P.
	 

	 	 	 	6080 Surety Drive
	 

	 	 	 	El Paso, Texas 79905






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	 	Attention: Jim Cardwell, Chief Operating Officer
	 

	 	With a copy to Legal Department: General Counsel






     (b) If either party, or Petro, changes its address for notices required by this Agreement,
that entity shall immediately notify the other party, and Petro, of the change of address. Written
notice required by this Agreement shall be sufficient and adequate if sent to the last know address
of a party in the manner provided under this Section.



SECTION 11. RESOLUTION OF DISPUTES.




     In the event of any disagreement resulting in adverse claims or demands being made on Escrow
Agent in connection herewith, the Escrow Agent may, at its option, refuse to comply with any claims
or demands on it, or refuse to take any other action hereunder, so long as such disagreement
continues, and in any such event, the Escrow Agent shall not be or become liable in any way or to
any person or entity for its failure or refusal to act, and the Escrow Agent shall be entitled to
continue to so refrain from acting until (i) the rights of all parties have been fully and finally
adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged
and all doubt resolved by agreement among all of the interested parties, and the Escrow Agent shall
have been notified thereof in writing signed by all such persons. In addition to the foregoing,
the Escrow Agent is hereby authorized in the event of any such disagreement, to petition any court
of competent jurisdiction in Knox County, Tennessee, for instructions or to interplead the Escrow
Fund into such court. IdleAire and Petro agree that upon final adjudication on such petition or
interpleader action, Escrow Agent will be relieved of further liability.



SECTION 12. MISCELLANEOUS PROVISIONS.




     (a) Governing Law. This Agreement shall be construed in accordance with and governed by the
laws of the State of Tennessee.



     (b) Severability. If any provision of this Agreement shall under any circumstances be deemed
invalid or inoperative, this Agreement shall be construed with the invalid or inoperative
provisions deleted and the rights and obligations of the parties shall be construed and enforced
accordingly.



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     (c) Amendments. This Agreement may be amended only by a written instrument executed by
IdleAire and Escrow Agent with the approval of Petro indicated thereon. The waiver by any party,
or Petro, of any breach of this Agreement shall not be deemed to be or construed as a waiver of any
other breach, whether prior, subsequent or contemporaneous, of this Agreement, nor shall such
waiver be deemed to be or construed as a waiver by any other party.



     (d) Counterparts. This Agreement may be signed in any number of counterparts, each of which
shall be an original and one in the same instrument.



     (e) Captions. The captions herein are included for convenience of reference only and shall
be ignored in the construction and interpretation hereof.



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     IN WITNESS WHEREOF, this Agreement has been executed by the parties on the day and date first
above written.



	 	 	 	 	 	 	 
	IDLEAIRE TECHNOLOGIES CORPORATION	 	[ESCROW AGENT]
	 
	 	 	 	 	 	 
	By:

	 	/s/ David Everhart
	 	 	 	By:
	 

	 	 	 	 	 	 
	 
	 
	 	 	 	 	 
	Its: COO	 	Its:
	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	PETRO STOPPING CENTERS, LP	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ J.A. Cardwell Jr.	 	 	 	 
	 

	 	 	 	 	 	 
	Its: C.O.O.	 	 
	Date: 4/06/04	 	 






Escrow Agreement — Page 8