<PAGE>

                                                                    Exhibit 99.1


                  INFORMATION REQUIRED BY PART III OF FORM 10-K

OUR DIRECTORS AND OFFICERS

     Our executive officers and members of our board of directors and their
ages, are as follows:

<TABLE>
<CAPTION>

NAME                                      AGE                               POSITION
----                                      ---                               --------
<S>                                      <C>      <C>
                                                   Chairman of the Board of Directors, Chief Executive Officer
Edwin P. Kuhn........................     59       and President

James W. George......................     51       Senior Vice President, Chief Financial Officer and Secretary

Timothy L. Doane.....................     45       Senior Vice President, Marketing

Michael H. Hinderliter...............     53       Senior Vice President, Sales

Steven C. Lee........................     39       Vice President and General Counsel

Robert J. Branson....................     54       Director

Michael Greene.......................     41       Director

Steven B. Gruber.....................     45       Director

Louis J. Mischianti..................     43       Director

Rowan G. P. Taylor...................     35       Director

</TABLE>

     Our officers are appointed by the board of directors and serve at its
discretion. The term of office for each director expires when such director's
successor is elected and qualified.

     Edwin P. Kuhn was named Chief Executive Officer and President of us and our
subsidiaries in January 1997. In November 2000, Mr. Kuhn also became Chairman of
our Board of Directors. Mr. Kuhn served as President and Chief Executive Officer
of TA Operating Corporation, a wholly owned subsidiary of ours, since the
closing of the acquisition of the BP network in December 1993. Mr. Kuhn served
as the General Manager (the most senior executive position) of the BP network
under BP's ownership from April 1992 to December 1993. Prior to joining the BP
network, Mr. Kuhn spent 25 years with The Standard Oil Company of Ohio ("Sohio")
and BP in a series of retail site operating positions, most recently as the
Retail Marketing Regional Manager for all BP retail facilities in the states of
Ohio, Pennsylvania and Kentucky.

     James W. George was named Senior Vice President, Chief Financial Officer
and Secretary of us and our subsidiaries in January 1997. Mr. George served as a
Vice President and Chief Financial Officer of TA Operating Corporation since the
closing of the acquisition of the BP network in December 1993. From August 1990
to December 1993, Mr. George served as the Controller (the most senior financial
position) of the BP network under BP's ownership. Prior to joining the BP
network, Mr. George spent ten years with Sohio and BP in a series of accounting
and finance positions.

     Timothy L. Doane was named Senior Vice President, Marketing of us and our
subsidiaries in January 2001. Mr. Doane served as Senior Vice President, Market
Development of us and our subsidiaries since January 1997 and served as a Vice
President, Market Development of TA Operating Corporation since 1995. Prior to
joining TA Operating Corporation, Mr. Doane spent 15 years with Sohio and BP in
a series of positions including Director of Procurement (for all purchases
except crude oil), Manager of BP's Procare Automotive Service (a chain of
stand-alone automobile repair garages in three midwestern states), International
Brand Manager (in the United Kingdom) and Division Manager in retail marketing.




                                       1
<PAGE>


     Michael H. Hinderliter was named Senior Vice President, Sales of us and our
subsidiaries in January 2001. Mr. Hinderliter served as Senior Vice President,
Marketing of us and our subsidiaries since January 1997 and served as Vice
President, Marketing of TA Operating Corporation since the closing of the
acquisition of the BP network in December 1993. From August 1992 to December
1993, Mr. Hinderliter served as the Marketing Manager of TA under BP's
ownership. From 1989 to August 1992, Mr. Hinderliter was the manager of BP
Truckstops Limited, BP's truckstop network in the United Kingdom. Prior thereto,
Mr. Hinderliter spent 14 years with TA under Ryder System, Inc., Sohio and BP
ownership in a series of positions which included serving as a Fleet Sales
Manager, Division Manager and location General Manager.

     Steven C. Lee was named Vice President and General Counsel of us and our
subsidiaries in December 1997. From September 1995 to November 1997, Mr. Lee
served as Assistant Vice President and Corporate Counsel of Premier Farnell
Corporation (formerly Premier Industrial Corporation). Mr. Lee practiced law
with Calfee, Halter & Griswold from 1989 to 1995.

     Robert J. Branson became a director of ours on November 14, 2000. Since
1989, Mr. Branson has been affiliated with RMB Realty, Inc., which acts as an
advisor to Oak Hill with respect to real estate matters. From 1981 to 1989, Mr.
Branson was a Principal of Linden & Branson, a real estate investment advisory
firm, and from 1970 to 1981, he was employed by Arthur Andersen & Co. Mr.
Branson is a Certified Public Accountant. Mr. Branson serves as a director of
American Skiing Company.

     Michael Greene was appointed a director of ours on March 14, 2001. Mr.
Greene is a founding partner of UBS Capital Americas, a private investment fund.
Prior to joining UBS Capital Americas, he was a senior member of the Union Bank
of Switzerland's Leverage Finance Group from 1990 to 1992. Previously he was a
member of the Leverage Finance Group at Marine Midland Bank. Mr. Greene serves
as a director of Orphan Medical, Inc. and several private companies.

     Steven B. Gruber became a director of ours on November 14, 2000. From
February 1999 to the present, Mr. Gruber has been a Managing Partner of Oak Hill
Capital Management, Inc., the manager of Oak Hill. From March 1992 to the
present, he has been a Managing Director of Oak Hill Partners, Inc. From May
1990 to March 1992, he was a Managing Director of Rosecliff, Inc. Since February
1994, Mr. Gruber has also been an officer of Insurance Partners Advisors, L.P.,
an investment advisor to Insurance Partners, L.P. Since October 1992, he has
been a Vice President of Keystone, Inc. (formerly known as Robert M. Bass Group,
Inc.). Prior to joining Keystone, Mr. Gruber was a Managing Director and co-head
of High Yield Securities and held various other positions at Lehman Brothers,
Inc. He is also a director of American Skiing Company, Williams Scotsman, Inc.
and several private companies.

     Louis J. Mischianti has been a director of ours since December 1992. Mr.
Mischianti has been employed by Olympus Advisory Partners, Inc., an affiliate of
Olympus Growth Fund III, L.P. and Olympus Executive Fund, L.P., since May 1994.
Mr. Mischianti was employed by The Clipper Group, L.P. or one of its affiliates
from 1991 to April 1994. Prior to 1991, Mr. Mischianti was employed by Credit
Suisse First Boston Corporation. Mr. Mischianti serves as a director of several
private companies.

     Rowan G.P. Taylor became a director of ours on November 14, 2000. From
March 1999 to the present, Mr. Taylor has been a Principal of Oak Hill Capital
Management, Inc. From April 1991 to March 1999, Mr. Taylor was employed by The
Clipper Group, L.P. or one of its affiliates, most recently as a Principal. From
January 1998 to March 1999, Mr. Taylor was also a Principal of Monitor Clipper
Partners, Inc. Prior to April 1991, Mr. Taylor was employed by Credit Suisse
First Boston Corporation. Mr. Taylor serves as a director of one private
company.





                                       2
<PAGE>


EXECUTIVE COMPENSATION

     Summary Compensation Table. The following table sets forth the compensation
awarded to, earned by or paid to our Chief Executive Officer and each of our
four other most highly compensated executive officers as of December 31, 2002.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                   Long-Term
                                                                                  Compensation
                                                            Annual Compensation    Securities   All Other
                                                           --------------------    Underlying  Compensation
        Name and Principal Position             Year    Salary ($)  Bonus ($) (1)  Options (#)    ($) (3)
        ---------------------------             ----    ----------  ------------   -----------    -------
<S>                                            <C>         <C>       <C>            <C>         <C>
Edwin P. Kuhn...............................    2002        492,000     369,000         -        13,617
   President, Chief Executive Officer and       2001        475,000     178,125      198,826     17,199
   Director                                     2000        450,000   1,833,160(2)      -         9,838

James W. George.............................    2002        295,000     221,250         -         6,117
   Senior Vice President, Chief Financial       2001        285,000     106,875       99,413      6,125
   Officer and Secretary                        2000        270,000   1,100,935(2)      -         3,888

Michael H. Hinderliter......................    2002        295,000    221,250          -         6,039
   Senior Vice President                        2001        285,000    106,875        99,413      6,095
                                                2000        270,000   1,100,776(2)      -         4,193

Timothy L. Doane............................    2002        295,000     221,250         -         4,837
   Senior Vice President                        2001        285,000     106,875       99,413      5,035
                                                2000        270,000   1,099,463(2)      -         3,095

Steven C. Lee...............................    2002        175,000      87,625         -         4,571
   Vice President and General Counsel           2001        150,000      37,500       26,510      2,960
                                                2000        128,000    209,347(2)       -         2,149

</TABLE>

----------------------

(1)  Represents bonus for services rendered in the indicated year. Bonus amounts
     for 2002 have not yet been finalized by the Compensation Committee and,
     therefore, could differ from the amounts presented.

(2)  Includes special bonus payments in connection with our merger and
     recapitalization transactions of $1,583,160 for Mr. Kuhn, $950,953 for Mr.
     George, $950,776 for Mr. Hinderliter, $949,463 for Mr. Doane and $161,347
     for Mr. Lee.

(3)  Represents life insurance premiums paid by us and our matching
     contributions to our defined contribution retirement plan in respect of
     each of these executive officers, as follows:


<TABLE>
<CAPTION>
                                            Insurance            Matching          Total All Other
                                             Premiums          Contribution          Compensation
                                         -----------------   ------------------    -----------------
<S>                             <C>     <C>                 <C>                   <C>
           Mr. Kuhn              2002    $       9,617       $        4,000        $     13,617
                                 2001           14,027                3,172              17,199
                                 2000            8,238                1,600               9,838

           Mr. George            2002            2,554                3,563               6,117
                                 2001            2,725                3,400               6,125
                                 2000            2,288                1,600               3,888

           Mr. Hinderliter       2002            2,855                3,184               6,039
                                 2001            2,695                3,400               6,095
                                 2000            2,593                1,600               4,193

           Mr. Doane             2002            1,653                3,184               4,837
                                 2001            1,635                3,400               5,035
                                 2000            1,495                1,600               3,095

           Mr. Lee               2002              571                4,000               4,571
                                 2001              560                2,400               2,960
                                 2000              549                1,600               2,149

</TABLE>





                                       3
<PAGE>




     Option Grants.

     We granted no stock options during the year ended December 31, 2002.

     Option Exercises.

     The following table sets forth information concerning the value of
unexercised options as of December 31, 2002 held by the named executive
officers. No options were exercised by any named executive officer during 2002.

               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                    LAST FISCAL YEAR-END OPTION VALUES TABLE

<TABLE>
<CAPTION>
                                   NUMBER OF                   NUMBER OF SECURITIES        VALUE OF UNEXERCISED
                                    SHARES                      UNDERLYING OPTIONS         IN-THE-MONEY OPTIONS
                                   ACQUIRED      VALUE           AT 2002 YEAR-END          AT 2002 YEAR-END ($)
              NAME                ON EXERCISE   REALIZED    EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE(1)
              ----                -----------   --------    -------------------------  ----------------------------

<S>                                     <C>           <C>       <C>                            <C>
Edwin P. Kuhn....................         -             -        37,844/ 160,982                 -/-
James W. George..................         -             -        18,922/ 80,491                  -/-
Michael H. Hinderliter...........         -             -        18,922/ 80,491                  -/-
Timothy L. Doane.................         -             -        18,922/ 80,491                  -/-
Steven C. Lee....................         -             -         5,046/ 21,464                  -/-

</TABLE>

---------------------
     (1)  At December 31, 2002, no outstanding options were in-the-money.


COMPENSATION OF DIRECTORS

     Employee directors are not entitled to receive any compensation for serving
on the board or any committees of the board. Non-employee directors may receive
compensation for their services in an amount to be determined. All directors are
entitled to receive reimbursement for reasonable out-of-pocket expenses in
connection with travel to and attendance at meetings.

EMPLOYMENT AGREEMENTS

     We have entered into employment agreements with each of Edwin P. Kuhn,
James W. George, Michael H. Hinderliter, Timothy L. Doane and Steven C. Lee.
These employment agreements provide as follows: Edwin P. Kuhn is employed as
Chief Executive Officer and President, James W. George is employed as Senior
Vice President, Chief Financial Officer and Secretary, Michael H. Hinderliter is
employed as Senior Vice President, Timothy L. Doane is employed as Senior Vice
President, and Steven C. Lee is employed as Vice President and General Counsel.
In exchange for these services, Mr. Kuhn receives an annual base salary of
$492,000, Messrs. Hinderliter, George and Doane receive an annual base salary of
$295,000, and Mr. Lee receives an annual base salary of $175,000,which amounts
may be increased but not decreased by action of the board of directors or its
delegate. Each executive is eligible to receive an annual bonus determined by
the board of directors, based on individual and company performance objectives,
ranging, for each of the executives other than Mr. Lee, from 0% to 75% of base
salary, with 75% of base salary being the target bonus, and for Mr. Lee ranging
from 0% to 50% of base salary, with 50% of base salary being the target bonus.
The employment agreement with each executive, other than Mr. Lee, provided for a
two-year term, with automatic extensions of the second year at the end of each
year through age 65, unless notice of non-renewal is given at least one year in
advance. The employment agreement with Mr. Lee provided for a one-year term with
automatic extensions at the end of each year through age 65, unless notice of
non-renewal is given at least one year in advance. No such notice has been given
through March 15, 2003 and, accordingly, the current expiration date for the
employment agreements is December 31, 2004. If we terminate the executive's
employment without cause or the executive resigns with good reason, the
executive will be eligible




                                       4
<PAGE>


to receive, among other things, a pro rata bonus for the year of termination, 24
months' base salary (12 months' base salary in the case of Mr. Lee), plus
two-times target bonus (one-times in the case of Mr. Lee). Each executive agrees
that during the employment term and for the 24-month (a 12-month period in the
case of Mr. Lee) period that he is entitled to receive certain severance
payments following a termination of employment by us without cause or by his
resignation for good reason he will refrain from competing with us.

     Effective December 31, 2002, we entered into an amendment to the employment
agreement with Mr. Kuhn. Mr. Kuhn agreed to defer his scheduled retirement until
no earlier than June 30, 2004. In return, he received a one-time cash bonus of
$200,000, paid in January 2003, slightly improved vesting rates on his stock
options and the right to assume the position of Chairman, Non-Executive, upon
his scheduled retirement. This position could provide for an annual salary at
that time of $250,000, with no opportunity for bonus compensation.

OPTION PLAN

     During 2001, we granted to certain of our executives non-qualified stock
options to purchase 944,881 shares of our common stock. All of the options have
a term of 10 years from the date of grant, although the options will be
terminated earlier if certain customary events occur. For example, if an
executive's employment is terminated by us without cause or by the executive for
good reason or due to death, disability or scheduled retirement, all vested
options will expire 60 days following termination of employment. Under certain
circumstances, the executive will be allowed to hold a limited portion of his
unvested options for a longer period of time following termination of employment
for further vesting. Each option grant consists of 41.67% time options and
58.33% performance options. Time options become exercisable over the passage of
time, while performance options become exercisable if certain investment return
targets are achieved. Time options generally vest 20% per year over a period of
five years. Performance options vest if Oak Hill achieves specified internal
rates of return on specified measurement dates. In general, the number of
performance options that will vest is based upon Oak Hill achieving internal
rates of return between 22.5% and 30.0% on a measurement date. A measurement
date is generally defined as the earliest of (1) November 14, 2005, (2)
specified dates following an initial public offering of our stock, depending on
the date the initial public offering occurs, or (3) the date that at least 30%
of our shares owned by Oak Hill are distributed to its limited partners or sold,
except that a subsequent measurement date may occur if less than 100% of our
shares owned by Oak Hill are so sold or distributed. Vesting is partially
accelerated for time options following termination of employment due to death,
disability or scheduled retirement. If a change of control occurs, the vesting
of time options will fully accelerate. Option holders will have rights to
require us to repurchase shares obtained upon the exercise of vested options
upon a termination of employment due to disability, death or, subject to a
six-month holding period, scheduled retirement, and, in certain limited cases,
upon a change of control. In connection with our initial grant of options under
this plan, we established and granted a discretionary pool of options that will
be allocated periodically, first to new members of management who become option
holders after the date of the initial grant, and then to other members of
management on a pro rata basis. The total number of shares underlying the
initial grant of options will not increase as a result.

COMMITTEES OF THE BOARD OF DIRECTORS

     We have established an executive committee; an audit and compliance
committee; a health, safety and environmental committee and a compensation
committee. The executive committee is authorized to exercise, between meetings
of our board, all the powers and authority of the board for our direction and
management, except as prohibited by applicable law and except to the extent
another committee has been accorded authority over the matter. The audit and
compliance committee recommends the annual appointment of our auditors, with
whom the audit committee reviews the scope of audit and non-audit assignments
and related fees, accounting principles used by us in financial reporting,
internal auditing procedures and the adequacy of our internal control procedures
and other compliance programs. The health, safety and environmental committee
oversees significant matters relating to health, safety and environmental
compliance effecting us or our properties. The compensation committee
administers our stock option and related plans and establishes the compensation
for our executive officers. Our board may alter the duties of these committees
and may establish other committees from time to time to facilitate the
management of our business and affairs.




                                       5
<PAGE>


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The members of the compensation committee of our board of directors are
Steven B. Gruber and Rowan G. P. Taylor, both of whom are employed by Oak Hill
Capital Management.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE OFFICER COMPENSATION

     The Compensation Committee oversees our compensation programs, with
particular attention to the compensation of our senior management team and
including an even greater focus on the compensation of our Chief Executive
Officer ("CEO") and the other named executive officers. The Compensation
Committee is responsible for establishing and administering our executive
compensation plans and determining awards under the 2001 Stock Incentive Plan.

     The report of the Compensation Committee shall not be deemed incorporated
by reference by any general statement incorporating by reference this Exhibit
into any filing under the Securities Act of 1933, as amended (the "Securities
Act") except to the extent that we specifically incorporate this information by
reference, and shall not otherwise be deemed filed under the Securities Act.

                Executive Compensation Philosophy and Objectives

     The Compensation Committee's policies with respect to executive
compensation are designed to support our primary objective of creating long term
value for stockholders and are intended to achieve three principal goals: (1) to
attract and retain talented and dedicated executives, (2) to provide a direct
link between both individual performance and performance of the company as a
whole with the executive's compensation and (3) to provide executives with a
longer term incentive and reward longer term company loyalty and performance.

     The Compensation Committee follows a three-pronged compensation strategy
applicable to our senior management team, including our CEO, whereby such
employees are compensated through three separate but related compensation
programs designed to achieve the objectives listed above.

     Base Salary. Base salary is designed to compensate executives and other key
employees for individual performance. Base salaries are intended to take into
consideration (a) the relative intrinsic value of the subject executive position
to the company, as measured by the position's scope of responsibility, strategic
importance, technological requirements and complexity; (b) competitive salaries;
and (c) individual performance. Executives and other key employees may or may
not receive annual base salary increases, depending upon performance in the
prior year and upon the achievement of individual and corporate performance
goals. The base salary and performance of each executive is reviewed annually by
his or her immediate supervisor (or the Compensation Committee in the case of
the CEO), resulting in salary actions as appropriate. The Compensation Committee
reviews and approves all executive salary adjustments as recommended by the CEO.
The Compensation Committee reviews the performance of the CEO and sets his base
salary.

     Bonus Plan. A short term bonus, generally determined annually, is
established to provide reward and incentive for shorter term productivity and
performance. Annual bonus awards are based equally on achieving personal goals
and achieving EBITDA targets which have been established by our Board of
Directors. Meeting such objectives will trigger awards as a percentage of base
pay, dependent on management level, of 50% to 75%. The actual percentage paid
can be adjusted downward for the company failing to achieve our EBITDA targets
and/or for the individual failing to adequately achieve his or her personal
performance goals for the year.

     Stock Options. Stock options are awarded under our 2001 Stock Incentive
Plan to provide an incentive for longer term performance. See "Option Plan"
above.

     To further promote long term performance and increased stockholder value,
each member of senior management eligible to participate in the compensation
programs described above is required to make an investment in shares of our
common stock in addition to any shares obtained through the exercise of stock
options.




                                       6
<PAGE>



                                CEO Compensation

     Mr. Kuhn, our CEO, is compensated under the terms of his employment
agreement with us. See "Employee Agreements" above. In developing Mr. Kuhn's
compensation, the Compensation Committee considered Mr. Kuhn's prior performance
as CEO and his prior experience in the petroleum marketing industry. The
Compensation Committee also considered Mr. Kuhn's contributions with respect to
the company's significant capital expenditure program, including its re-imaging
program, as well as his management of us in recent periods under difficult
business conditions.

                                   Tax Policy

     If an executive officer's compensation were to exceed $1 million in any
taxable year (which the Compensation Committee does not now expect), the excess
over $1 million, with certain exceptions, would not be deductible by us, under
Section 162(m) of the Internal Revenue Code of 1986, as amended. The
Compensation Committee is aware of this rule, and will take it into account if
the $1 million limit is ever applicable. One exception to the disallowance of
such deductions under Section 162(m) involves compensation paid pursuant to
stockholder-approved compensation plans that are performance-based. The 2001
Stock Incentive Plan contains provisions which are intended to cause grants of
stock options under such plan to be eligible for this performance-based
exception (so that compensation upon exercise of such options should be
deductible under the Internal Revenue Code of 1986, as amended).

THE COMPENSATION COMMITTEE

/s/ Steven B. Gruber
/s/ Rowan G. P. Taylor

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     We have one class of common stock outstanding and no preferred stock
outstanding. The following table sets forth certain information regarding the
beneficial ownership of our common stock as of March 15, 2003, by:

     -    each person known by us to own beneficially more than 5% of the
          outstanding shares of our common stock;
     -    each of our directors;
     -    each of the executive officers named in the table under "Management -
          Compensation of Executive Officers - Summary Compensation Table"; and
     -    all directors and executive officers as a group.




                                       7
<PAGE>


<TABLE>
<CAPTION>
                                                            NUMBER OF SHARES OF           PERCENT OF
                                                               COMMON STOCK               OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER (1)                       OWNERSHIP (2)           COMMON STOCK (2)
----------------------------------------                   ---------------------    ----------------------

<S>                                                            <C>                           <C>
Oak Hill Capital Partners, L.P..............................    4,084,253                     58.9%
Oak Hill Capital Management Partners, L.P...................      104,724                      1.5
     201 Main Street
     Fort Worth, TX  76102
Olympus Growth Fund III, L.P................................      797,796                     11.5
Olympus Executive Fund, L.P.................................        5,356                      0.1
     Metro Center
     One Station Place
     Fourth Floor North Tower
     Stamford, CT 06902-6876
UBS Capital Americas II, LLC................................      834,646                     12.0
TA Private Client Investment, LLC...........................      377,953                      5.5
     299 Park Avenue
     New York, NY 10171
Edwin P. Kuhn...............................................       63,545                      *
James W. George.............................................       37,114                      *
Timothy L. Doane............................................       32,982                      *
Michael H. Hinderliter......................................       37,614                      *
Steven C. Lee...............................................        9,288                      *
Robert J. Branson...........................................            -                      -
Michael Greene..............................................            -                      -
Steven B. Gruber............................................            -                      -
Louis J. Mischianti.........................................            -                      -
Rowan G. P. Taylor..........................................            -                      -
(All directors and officers as a group (10 persons))........      180,543                      2.6

</TABLE>


     (1)  Unless otherwise indicated, the address for each person listed in the
          table is care of TravelCenters of America, Inc., 24601 Center Ridge
          Road, Suite 200, Westlake, Ohio 44145-5634

     (2)  Reflects beneficial ownership of common stock assuming the exercise by
          the listed stockholder of any options or warrants to purchase common
          stock owned by such stockholder to the extent currently exercisable or
          exercisable within 60 days of March 15, 2003.

     *    The percentage of shares beneficially owned is less than one percent
          of the outstanding number of shares.

     Summary of Equity Compensation Plans. The following table sets forth
information about all of our equity compensation plans in effect as of December
31, 2002, which consisted solely of the 2001 Stock Incentive Plan, which plan
was approved by our stockholders during 2001. All of our equity compensation
plans currently in effect have been approved by our stockholders.




                                       8
<PAGE>


                      Equity Compensation Plan Information

<TABLE>
<CAPTION>
                                                                                               (C)
                                                                                            Number of
                                                                                            securities
                                                    (A)                                     remaining
                                                 Number of                (B)             available for
                                              securities to be         Weighted-         future issuance
                                                issued upon             average           under equity
                                                exercise of         exercise price        compensation
                                                outstanding         of outstanding      plans (excluding
                                                  options,             options,            securities
                                                warrants and           warrants           reflected in
                  Plan Category                    rights             and rights           column (A))
          -------------------------------    -------------------    ----------------    -------------------
<S>                                                    <C>         <C>                                  <C>
          Equity compensation plans
            approved by stockholders.......             944,881     $         31.75                      -
          Equity compensation plans
            not approved by
            stockholders...................                   -                   -                      -
                                             -------------------    ----------------    -------------------
          Total............................             944,811     $         31.75                      -
                                             ===================    ================    ===================
</TABLE>


CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS

THE STOCKHOLDERS' AGREEMENT

     We, Oak Hill, a group of institutional investors, which we refer to as the
Other Investors, Freightliner LLC and some members of our management team
entered into a stockholders' agreement. At the time of the merger, the Other
Investors were Olympus Growth Fund III, L.P., Olympus Executive Fund, L.P.,
Monitor Clipper Equity Partners, L.P., Monitor Clipper Equity Partners
(Foreign), L.P., UBS Capital Americas II, LLC, Credit Suisse First Boston LFG
Holdings 2000, L.P. and Credit Suisse First Boston Corporation, each of whom is
an affiliate of certain of our former shareholders. Since that time, certain of
these investors have sold their shares to other investors, including affiliates
of certain of the Other Investors. Such sales of our shares are not frequent but
could occur in the future. New stockholders are required to enter into the
stockholders' agreement. The stockholders' agreement provides that:

     -    other than in connection with transfers described below or permitted
          transfers among certain Other Investors or to affiliates and for
          estate purposes, the stockholders (other than Oak Hill) cannot
          transfer shares prior to the earlier of:

          -    November 14, 2001, and

          -    an initial public offering of our common stock;

     -    following the expiration of the initial holding period described above
          but prior to the earlier of the (1) initial public offering of our
          common stock and (2) November 14, 2007, we will have the right of
          first purchase for any shares that any stockholder (other than Oak
          Hill or the management stockholders) proposes to transfer, other than
          transfers described below or certain permitted transfers; and




                                       9
<PAGE>




          -    if we do not exercise our right to purchase the shares, then each
               stockholder will have the right to purchase its pro rata portion
               of the remaining offered shares; and

          -    if each stockholder does not fully exercise its right to purchase
               its pro rata portion of the remaining shares, then Oak Hill, and
               any transferee thereof who agrees to be bound by the terms of the
               stockholders' agreement, we will have the right to purchase all,
               but not less than all, of the remaining offered shares;

     -    during the period following the expiration of the initial holding
          period described above but prior to the initial public offering of our
          common stock, if any management stockholder proposes to transfer any
          shares, other than in connection with transfers described below or
          certain permitted transfers and the transfer of shares to us by
          members of management when the person's employment with us terminates
          or for estate purposes, then the other management stockholders will
          have the right of first refusal to purchase the shares; and

          -    if each management stockholder does not exercise its right to
               purchase its pro rata portion of the shares, then we will have
               the right to purchase the remaining offered shares; and

          -    if we do not exercise our right to purchase all of the remaining
               shares then each stockholder (other than management stockholders)
               will have the right to purchase its pro rata portion of the
               remaining offered shares; and

          -    if each other stockholder does not exercise its right to purchase
               its pro rata portion of the remaining shares, then Oak Hill, and
               any transferee thereof who agrees to be bound by the terms of the
               stockholders' agreement, will have the right to purchase all, but
               not less than all, of the remaining offered shares;

     -    if Oak Hill transfers more than 10% of the total outstanding shares of
          our common stock to a party (other than to a controlled affiliate),
          the other stockholders have the right to transfer shares pro rata to
          the third party on the same terms and conditions as Oak Hill;

     -    Oak Hill has the right to require the other stockholders to transfer a
          pro rata percentage of their stock to any third party in a transaction
          involving the acquisition of control of the total outstanding shares
          of our common stock by a third party on the same terms and conditions
          as Oak Hill;

     -    Freightliner continues to have a right of first refusal in connection
          with any proposed sale of TravelCenters of America to certain truck
          manufacturers;

     -    at any time from time to time on or after the date 180 days (or a
          greater number of days, not to exceed 365 days, as Oak Hill and its
          affiliates may agree with the underwriters for the initial public
          offering) after an initial public offering of our common stock,
          stockholders, other than management stockholders, who own at least 4%
          of the total issued and outstanding shares of our common stock at the
          time the stockholders agreement is entered into, will each have the
          right to demand a registration of their shares, under certain
          circumstances described in the stockholders' agreement;

     -    following an initial public offering of our common stock, stockholders
          will be entitled to piggyback registration rights until the later of
          the time (1) their shares are eligible for transfer without
          restriction under Rule 144 of the Securities Act and (2) the second
          anniversary of the consummation of the initial public offering; but
          the number of shares included by each shareholder may be reduced if
          the total number of shares of our common stock to be included in the
          registered offering by the underwriter of the offering is limited;

     -    the stockholders have the right to purchase a pro rata share in
          connection with other issuances of shares to our stockholders and
          their affiliates;




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     -    the stockholders may not publicly sell their shares during the seven
          days prior to and the 180 days (or a greater number of days as Oak
          Hill may agree with the underwriters) following any underwritten
          registration of our common stock, unless the managing underwriters
          consent, in which case the stockholders will be permitted to sell
          their shares on a pro rata basis;

     -    the stockholders vote together to assure the following with respect to
          us:

          -    the authorized number of directors of our board of directors will
               consist of at least seven directors;

          -    for so long as Oak Hill continues to own any shares of our common
               stock and Oak Hill, Freightliner and certain of the Other
               Investors continue to own two-thirds of their shares of our
               common stock, the stockholders will have the right to designate
               nominees to serve on our board of directors and Oak Hill will
               have the right to nominate a majority of our board of directors;
               and

          -    unless otherwise agreed by our board of directors, the board of
               directors of each of our subsidiaries will be identical to our
               board of directors; and

     -    so long as certain of the Other Investors and their affiliates
          continue to own at least two-thirds of their shares of our common
          stock or one-third of their collective amounts of shares of our common
          stock, such Other Investors will have observer rights for all meetings
          of our board of directors, reasonable access to consult and advise our
          management and rights to inspect our books and records.

     Since September 16, 2002, Freightliner, without waiving its future rights
under the Stockholders' Agreement, has elected not to designate a nominee to
serve on our board of directors and instead has been granted observer rights for
all meetings of our board of directors.

INDEMNIFICATION UNDER RECAPITALIZATION AGREEMENT AND PLAN OF MERGER

     In connection with the recapitalization agreement and plan of merger, we
have agreed to indemnify certain of our stockholders and any person who was one
of our officers or directors for any losses caused by TCA Acquisition
Corporation, Oak Hill or Oak Hill Capital Management Partners breaching any
representation, warranty or covenant made by any of them in the recapitalization
agreement and plan of merger. We have agreed to indemnify Oak Hill and its
affiliates, stockholders, partners, officers, directors and employees from any
losses resulting from a breach of any of our representatives, warranties or
covenants in the recapitalization agreement and plan of merger.

TRANSACTIONS AND RELATIONSHIPS WITH INVESTORS

     The offering relating to 190,000 units included the offering to Oak Hill
Securities Fund, L.P. ("OHSF") and Oak Hill Securities Fund II, L.P. ("OHSF II,"
together with OHSF, "Oak Hill Securities") of an aggregate of 10,500 units. Oak
Hill Securities purchased these units from the initial purchasers at a purchase
price of $941.29 per unit. The units purchased by Oak Hill Securities are
identical to the other units sold in the offering. Oak Hill Securities agreed
with the initial purchasers that, except for the exchange offer, it will not
sell, transfer or otherwise dispose of or transfer any of the units, notes or
the warrants that it purchased for a period of three months from the date of
purchase without the consent of the initial purchasers. In addition, Oak Hill
Securities purchased $30.0 million of the term loan facility from the co-lead
arrangers at a purchase price of 99.00%. The initial purchasers and the co-lead
arrangers purchased from us the number of units and the portion of the term loan
facility that was sold to Oak Hill Securities at the same price as the units and
portion of the term loan facility that was sold to Oak Hill Securities.

     OHSF and OHSF II are Delaware limited partnerships that acquire and
actively manage a diverse portfolio of primarily debt investments, principally
in leveraged companies. The principals of Oak Hill Advisors, Inc., the adviser
to OHSF, and the principals of Oak Hill Advisors, L.P., the adviser to OHSF II,
may from time to time play an advisory and consulting role in connection with
the activities of Oak Hill and have an indirect limited partnership interest in
Oak Hill and its general partner. In addition, the principals of Oak Hill
Capital Management may from time to time play an advisory and consulting role in
connection with the activities of OHSF and OHSF II and have an indirect limited
partnership interest in OHSF and OHSF II and their general partners.



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TRANSACTIONS WITH OFFICERS

     Some members of our senior management have purchased our common stock under
management subscription agreements. As of December 31, 2002, we have issued to
Edwin P. Kuhn, James W. George, Timothy L. Doane, Michael H. Hinderliter and
Steven C. Lee, 25,701; 18,192; 14,060; 18,692, and 4,242 shares of common stock,
respectively, under management subscription agreements. We refer to these shares
of common stock as the management shares.

     For the purchase of the management shares, each of the members of senior
management who entered into the management subscription agreement also received
financing from us for no more than one-half of the purchase price of the
management shares. In connection with the financing, each executive executed a
note in favor of us and a pledge agreement. The notes for the named executives
total $289,570 in principal amount, and are payable by the following named
executives in the indicated principal amount as follows: Edwin P. Kuhn, $77,260;
James W. George, $57,950; Timothy L. Doane, $57,950; Michael H. Hinderliter,
$57,950 and Steven C. Lee, $38,460.

     Interest accrues at an annual rate of 4.76% of each of Messrs. Kuhn, George
and Hinderliter and at an annual rate of 6.01% for each of Messrs. Doane and
Lee, in each case compounded semi-annually. Accrued and unpaid interest,
together with unpaid principal, if not sooner paid, is due and payable on the
earliest of:

     -    the date of cessation of employment of the employee;

     -    the date the employee is no longer the owner of the particular
          management shares; or

     -    the tenth anniversary of the note executed by the executive.

     We will continue to provide these loans to management and have extended the
term of the loans beyond the original term to an extension of the lesser of five
years or 50% of the original term of the loan.

OUR OBLIGATION TO REPURCHASE MANAGEMENT'S EQUITY INTERESTS IN US

     Some of our management employees have rights to require us to repurchase
the employee's equity interest at fair market value, plus the net value of
vested optioned shares, less the balance on any loans due, upon the employees
termination of employment due to death, disability or scheduled retirement.
Repurchase will generally be for cash at fair market value on the date of
termination if termination is due to death or disability or scheduled retirement
at or after age 62, or for cash in installments over a period of years at fair
market value each year if termination is due to scheduled retirement prior to
age 62, except that any of our shares obtained through exercising options must
be held by the management employees for at least six months before we can be
required to repurchase them. With respect to Edwin P. Kuhn, if termination is
due to scheduled retirement, we will, at the election of Mr. Kuhn, repurchase
that portion of his equity interest on his retirement date that is attributable
to shares of our common stocked then owned by Mr. Kuhn less, the balance due on
any loans outstanding between us and Mr. Kuhn on his scheduled retirement date.
Thereafter, Mr. Kuhn has the right to require us to purchase the balance of his
equity interest in two installments; 50% each on the 6-month and 18-month
anniversary of his scheduled retirement, at the fair market value each year. If
there is a change of control of the company which involves the sale by
stockholders of their equity interest to a third party during the time that
installments are being paid to the management employees, we will accelerate the
installment payments at the time of the closing of the change of control. In
other cases of termination of employment, we will have call rights at fair
market value which generally will be exercised for cash, although in limited
circumstances the call rights may be exercised by promissory note issued by us.
In all cases, repurchase rights are restricted under law, credit agreements,
financing documents and other contracts, and our board's good faith
determination that repurchases would not cause undue financial strain on us. The
Senior Credit Facility and the indenture for the notes place limits on our
ability to repurchase the management shares.



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