<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........................     58       and President

James W. George......................     50       Senior Vice President, Chief Financial Officer and Secretary

Timothy L. Doane.....................     44       Senior Vice President, Marketing

Michael H. Hinderliter...............     52       Senior Vice President, Sales

Steven C. Lee........................     38       Vice President and General Counsel

Robert J. Branson....................     52       Director

Michael Greene.......................     40       Director

Steven B. Gruber.....................     44       Director

Louis J. Mischianti..................     42       Director

Chris Patterson......................     47       Director

Rowan G. P. Taylor...................     34       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 Metrocall Inc., 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.

         Chris Patterson was appointed a director of ours on March 14, 2002. Mr.
Patterson has been Senior Vice President Service and Parts of Freightliner LLC
since January 2002. From 1997 to 2001 he was Executive Vice President
Sales/Marketing of Volvo Trucks North America.

         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.




                                       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, 2001.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                            Long-Term
                                                                                           Compensation
                                                                                             Securities   All Other
                                                                                             Underlying  Compensation
        Name and Principal Position              Year            Annual Compensation         Options (#)    ($) (3)
        ---------------------------              ----            -------------------        -----------    -------
                                                             Salary ($)   Bonus ($) (1)
                                                             ----------   -------------
<S>                                             <C>           <C>            <C>              <C>           <C>
Edwin P. Kuhn...............................    2001          475,000        178,125          190,186       14,027
   President, Chief Executive Officer and
   Director                                     2000          450,000      1,833,160(2)            --        8,238
                                                1999          374,000        187,000               --        2,294

James W. George.............................    2001          285,000        106,875           95,093        2,725
   Senior Vice President, Chief Financial
   Officer and                                  2000          270,000      1,100,935(2)           --         2,288
   Secretary                                    1999          242,000        121,000              --         2,136

Michael H. Hinderliter......................    2001          285,000        106,875          95,093         2,695
   Senior Vice President                        2000          270,000      1,100,776(2)           --         2,593
                                                1999          242,000        121,000              --         2,441

Timothy L. Doane............................    2001          285,000        106,875          95,093         1,635
   Senior Vice President                        2000          270,000      1,099,463(2)           --         1,495
                                                1999          242,000        121,000              --         1,404

Steven C. Lee...............................    2001          150,000         37,500          25,358           560
   Vice President and General Counsel           2000          128,000        209,347(2)           --           549
                                                1999          118,000         47,200              --           534

</TABLE>

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

(1)      Represents bonus for services rendered in the indicated year. Bonus
         amounts for 2001 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.





                                       3
<PAGE>



         Option Grants.

         The following table sets forth information regarding stock options
granted in 2001 under our 2001 Stock Incentive Plan to the executive officers
named in the Summary Compensation Table above.

                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>

                                                                                                      POTENTIAL
                                                                                                 REALIZABLE VALUE AT
                                                                                                   ASSUMED ANNUAL
                                                                                                   RATES OF STOCK
                                                                                                        PRICE
                                                                                                  APPRECIATION FOR
                                    INDIVIDUAL GRANTS                                              OPTION TERM (1)
-------------------------------------------------------------------------------------------   ---------------------------
                         NUMBER OF        PERCENT OF
                        SECURITIES     TOTAL OPTIONS
                        UNDERLYING       GRANTED TO
                         OPTIONS        EMPLOYEES IN    EXERCISE PRICE
         NAME            GRANTED        FISCAL YEAR       OF OPTIONS      EXPIRATION DATE       5%              10%
         ----            -------        -----------       ----------    -----------------   ----------    -----------
<S>                      <C>               <C>             <C>                <C>               <C>           <C>
Edwin P. Kuhn            190,186           20.1%           $31.75       December 31, 2010   $4,277,700    $12,148,974
James W. George           95,093           10.1%           $31.75       December 31, 2010   $2,138,850    $ 6,074,487
Michael H. Hinderliter    95,093           10.1%           $31.75       December 31, 2010   $2,138,850    $ 6,074,487
Timothy L. Doane          95,093           10.1%           $31.75       December 31, 2010   $2,138,850    $ 6,074,487
Steven C. Lee             25,358            2.7%           $31.75       December 31, 2010   $  570,357    $ 1,619,855

</TABLE>

(1)      A 10% stock price appreciation rate will not provide Oak Hill Capital
         Partners, L.P. and its affiliates ("Oak Hill") the specified internal
         rate of return required for the performance options (58.33% of the
         total options granted) to vest.

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

         Option Exercises.

         The following table sets forth information concerning the value of
unexercised options as of December 31, 2001 held by the named executive
officers. No options were exercised by any named executive officer in 2001.

               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 2001 YEAR-END           AT 2001 YEAR-END ($)
              NAME                ON EXERCISE  REALIZED    EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE(1)
              ----                -----------  --------    -------------------------  ----------------------------

<S>                                   <C>        <C>                  <C>                           <C>
Edwin P. Kuhn....................      --         --           19,244 / 170,942                   -- / --
James W. George..................      --         --            9,622 / 85,471                    -- / --
Michael H. Hinderliter...........      --         --            9,622 / 85,471                    -- / --
Timothy L. Doane.................      --         --            9,622 / 85,471                    -- / --
Steven C. Lee....................      --         --            2,566 / 22,792                    -- / --
---------------------

</TABLE>

(1)      At December 31, 2001, no outstanding options were in-the-money.







                                       4
<PAGE>




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 and Timothy L. Doane. 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, and Timothy L. Doane is employed as Senior Vice
President. In exchange for these services, Mr. Kuhn receives an annual base
salary of $475,000 and Messrs. Hinderliter, George and Doane receive an annual
base salary of $285,000, 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 from 0% to 75% of base
salary, with 75% of base salary being the target bonus. Each executive's
employment agreement 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. No such notice has been given
through March 15, 2002 and, accordingly, the current expiration date for the
employment agreements is December 31, 2003. If we terminate the executive's
employment without cause or the executive resigns with good reason, the
executive will be eligible to receive, among other things, a pro rata bonus for
the year of termination, 24 months' base salary, plus two-times target bonus.
Each executive agrees that during the employment term and for the 24-month
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.

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.




                                       5
<PAGE>



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.

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 of the Board of Directors is comprised of
Messrs. Gruber and Taylor. 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 executives. 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.




                                       6
<PAGE>



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 40% 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 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.

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.

                                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/ Stephen 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, 2002, 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                      1.6
     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..........................................................       44,945                      *
James W. George........................................................       27,814                      *
Timothy L. Doane.......................................................       23,682                      *
Michael H. Hinderliter.................................................       28,314                      *
Steven C. Lee..........................................................        6,808                      *
Robert J. Branson......................................................            -                      -
Michael Greene.........................................................            -                      -
Steven B. Gruber.......................................................            -                      -
Louis J. Mischianti....................................................            -                      -
Chris Patterson........................................................            -                      -
Rowan G. P. Taylor.....................................................            -                      -
(All directors and officers as a group (11 persons))...................      131,563                      1.9

</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, 2002.

   *     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 our equity compensation plans in effect as of December 31,
2001, 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>



<TABLE>
<CAPTION>

                                                                                               (C)
                                                                                            Number of
                                                                                            securities
                                                                                            remaining
                                                    (A)                                   available for
                                                 Number of                               future issuance
                                              securities to be            (B)              under equity
                                                issued upon         Weighted-average       compensation
                                                exercise of         exercise price       plans (excluding
                                                outstanding         of outstanding          securities
                                                  options,             options,            reflected in
                                                warrants and           warrants            column (A))
                  Plan Category                    rights             and rights
          -------------------------------    -------------------    ----------------    -------------------
<S>                                                 <C>               <C>                         <C>
          Equity compensation                       944,881           $     31.75               --
          plans approved by
          stockholders.....................
          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

                  -       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



                                       9
<PAGE>



                  -        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;

         -        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;




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         -        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.

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.

TRANSACTIONS WITH OFFICERS

         Some members of our senior management have purchased our common stock
under management subscription agreements. As of December 31, 2001, 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.




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         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 the earlier of five years or
50% of the original term of the loan. In addition, we expect to allow new
members of management to obtain loans on similar terms in the future.

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 repurchase that
portion of his equity interest on his retirement date that is attributable to
shares of our common stocked owned on the date of the Transactions less the
balance due on any loans outstanding between us and Mr. Kuhn on his scheduled
retirement date. Thereafter, we will purchase the balance of his equity interest
in two equal installments on the first and second anniversary of his 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. 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.