UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~April 1324, ~~2007~~ 2008

IdleAire Technologies Corporation ~~(Exact name of registrant as specified in its charter)~~

Delaware		0-51966		62-1829384
(State or other jurisdiction ofincorporation)		(Commission File Number)		(IRS EmployerIdentification No.)

(Exact name of registrant as specified in its charter)


Delaware	0-51966	62-1829384

(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)


410 N. Cedar Bluff Road, Suite 200, Knoxville, TN 37923

(Address of principal executive offices)		(Zip Code)

(865) 437-3600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~o Soliciting material pursuant to Rule ~~1.01 Entry~~14a-12 ~~into~~under ~~Material~~the ~~Definitive~~Exchange ~~Agreement~~Act (17 CFR 240.14a-12)

Ono ~~September 17,~~Pre-commencement ~~2007,~~communications ~~IdleAire~~pursuant ~~Technologies~~to ~~Corporation~~ Rule 14d-2(~~“IdleAire”~~b) ~~entered~~under ~~into~~ the ~~First Amendment~~Exchange toAct ~~Indenture~~ (~~the~~17 ~~“Amended~~CFR ~~Indenture”) with Wells Fargo Bank, N~~240.A., as the trustee and collateral agent. The Amended Indenture provides that upon closing of IdleAire’s initial underwritten public offering of common stock raising aggregate net proceeds of not less than $100 million on or before June 30, 2008 14d-2(~~“Qualified Public Offering”~~b), IdleAire is required to issue and deliver to an escrow for the benefit of the holders of the senior secured notes as of the date of the Qualified Public Offering 7,204,835 shares of common stock (the “Restricted Common Shares”). The Amended Indenture also provides for the termination of IdleAire’s obligation to issue and deliver contingent warrants under certain EBITDA covenant contained in the Indenture, if the Restricted Common Shares are issued.

Ao ~~copy~~Pre-commencement ofcommunications ~~the~~pursuant ~~First Amendment~~ to ~~Indenture~~Rule 13e-4(c) ~~and~~under the ~~Second~~Exchange ~~Amendment~~Act to(17 ~~Warrant~~CFR ~~Agreement are filed as Exhibit 10~~240.~~1 and 10.2, respectively.~~13e-4(c))

Item 81.01~~. Other~~ Entry ~~Events~~into a Material Definitive Agreement.

On ~~September~~April 1324, ~~2007~~2008, IdleAire ~~issued~~Technologies Corporation (the “Company”) entered into a ~~press~~Credit Agreement ~~release~~with ~~announcing~~certain lenders (the ~~extension~~“Lenders”) some or all of ~~consent solicitation~~whom ~~for~~are ~~its~~holders of the Company’s 13% Senior Secured Discount Notes ~~Due~~due 2012 and Wells Fargo Bank, N.A. as the Administrative Agent and Collateral Agent (the “~~Notes~~Credit Agreement”). ~~and~~Pursuant ~~successful~~to ~~completion~~the ofCredit Agreement, the Company may borrow under a revolving credit facility (the ~~consent~~“Credit ~~solicitation~~Facility”) ~~for~~the ~~related~~lesser ~~warrants.~~of A(i) ~~copy~~$25 million, or (ii) approved disbursements less available cash at the time of each borrowing. All outstanding loans under the ~~press~~Credit ~~release~~Facility isbear ~~filed~~interest ~~herewith~~at as12% per annum, payable in kind monthly in arrears (with ~~Exhibit~~a cash pay option). The scheduled maturity date of all loans under the Credit Facility is May 992, 2008.1.

On Upon ~~September 17,~~termination ~~2007,~~of ~~IdleAire~~the ~~issued~~Lenders’ acommitments ~~press~~(whether ~~release~~at ~~announcing~~maturity, ~~successful~~upon ~~completion~~the occurrence of an event of default or otherwise) under the Credit Facility, a commitment termination fee in an amount ~~consent~~(such ~~solicitation~~amount not to exceed $2 million) equal to the greater of (i) 10% of the ~~Notes~~aggregate ~~and~~principal amount ~~IdleAire’s~~of ~~entry~~all ~~into~~outstanding loans under the ~~First~~Credit ~~Amendment~~Facility toat ~~Indenture~~the ~~with Wells~~time, ~~Fargo~~and ~~Bank~~(ii) $1 million, Nwill become payable.A. No commitment termination fee would be payable, ashowever, in the ~~trustee~~event ~~and~~that ~~collateral~~the Company ~~agent,~~were to commence a case under Chapter 11 of the Bankruptcy Code (a “Chapter 11 Case”) and either (i) the ~~Second~~Credit ~~Amendment~~Facility were to ~~Warrant~~convert into a debtor-in-possession credit facility at the ~~Agreement~~written ~~with~~consent ~~Wells~~of ~~Fargo~~the ~~Bank~~Lenders, ~~N.A.,~~or as (ii) the ~~warrant~~Lenders ~~agent.~~holding Aat ~~copy~~least 75% of the ~~September 17,~~outstanding ~~2007~~loans ~~press~~under ~~release~~the isCredit ~~filed~~Facility ~~herewith~~were asto ~~Exhibit 99~~enter into a debtor-in-possession credit facility with the Company.2.

On April 24, 2008, the Company also entered into a Security Agreement in favor of Wells Fargo Bank, N.A. in its capacity as the collateral agent for the Lenders (the “Security Agreement”). Under the Security Agreement, all amounts owed under the Credit Facility are secured by perfected security interest in, and lien on, substantially all of the personal property assets of the Company. The liens securing the 13% Senior Secured Discount Notes due 2012 are junior to the liens granted in favor of the Lenders under the Credit Facility.

As of April 30, 2008, the Company has borrowed approximately $3.7 million under the Credit Facility, and the proceeds are being used for general corporate purposes of the Company to pay disbursements approved by the lenders. To satisfy one of the closing conditions of the Credit Facility, the Company has retained CRG Partners Group LLC, a turn-around management and restructuring consulting firm.

The foregoing description of the Credit Agreement and the Security Agreement does not purport to be complete and is qualified in its entirety by reference to the copies of such documents filed as exhibits to this Report and incorporated herein by this reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth under Item 1.01 above is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		~~Exhibit~~	Exhibit
~~10.1~~	10.1	~~First Amendment to Indenture between the Company and Wells Fargo Bank, N.A., as the trustee and collateral agent, dated September 17, 2007.~~	Credit Agreement by and among the Company as Borrower, the Lenders named therein and Wells Fargo Bank, N.A., as Administrative Agent and Collateral Agent, dated April 24, 2008
~~10.2~~	10.2	~~Second Amendment to Warrant Agreement between the Company and Wells Fargo Bank, N.A., as the warrant agent, dated September 17, 2007.~~	Security Agreement by the Company in favor of Wells Fargo Bank, N.A., dated April 24, 2008
99.1		Press release dated September 14, 2007 announcing the extension of consent solicitation for its 13% Senior Discount Notes Due 2012 and successful completion of the consent solicitation for the related warrants.
99.2		Press release dated September 17, 2007 announcing the successful completion of the consent solicitation for the Notes.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IDLEAIRE TECHNOLOGIES CORPORATION
Date: September 17, 2007	By:	/s/ Michael C. Crabtree
Date: April 30, 2008	By:	/s/ Michael C. Crabtree
		Michael C. Crabtree
		President and Chief Executive Officer

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