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                                                                    Exhibit 10.2



                             STOCKHOLDERS' AGREEMENT

                                      among

                         TRAVELCENTERS OF AMERICA, INC.

                         OAK HILL CAPITAL PARTNERS, L.P.

                   OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.

                          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.

                     CREDIT SUISSE FIRST BOSTON CORPORATION

                                FREIGHTLINER LLC

                                       and

                          THE OTHER SIGNATORIES HERETO

                                FROM TIME TO TIME





                          Dated as of November 14, 2000
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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 Page
<S>                                                                              <C>
1.    Definitions...........................................................       1

2.    Restrictions on Transfer of Shares....................................       5

      2.1   Limitation on Transfer..........................................       5

      2.2   Permitted Transfers.............................................       5

      2.3   Permitted Transfer Procedures...................................       6

      2.4   Transfers in Compliance with Law; Substitution of Transferee....       6

      2.5   Transfers by Principal Stockholder to Controlled Affiliates.....       6

      2.6   Transfers Back by Permitted Transferees.........................       6

      2.7   Certain Transfers by Stockholders...............................       7

3.    Certain Transfers.....................................................       7

      3.1   Right of First Purchase - Transfer by Stockholders Other than
            Management Stockholders.........................................       7

      3.2   Right of First Purchase -- Transfer by Management Stockholders..       8

      3.3   Right of First Purchase--Other Requirements.....................       9

      3.4   Tag-Along Right.................................................      10

      3.5   Bring-Along Right...............................................      11

      3.6   Issuances of Capital Stock by the Company.......................      11

      3.7   Freightliner Right of First Purchase............................      12

4.    Registration Rights...................................................      12

      4.1   Demand for Registration.........................................      12

      4.2   Piggy-Back Registration.........................................      13

      4.3   Cut-Back on Registration........................................      14

      4.4   Holdback Agreement..............................................      15

      4.5   Registration Expenses...........................................      15

      4.6   Indemnification.................................................      15
</TABLE>


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<TABLE>
<S>                                                                              <C>
      4.7   Reports Under the Exchange Act..................................      17

      4.8   No Senior Registration Rights...................................      17

5.    Board of Directors....................................................      18

      5.1   Composition.....................................................      18

      5.2   Expenses and Insurance..........................................      19

      5.3   Failure to Designate a Nominee..................................      19

      5.4   Board Observer..................................................      19

6.    After-Acquired Securities.............................................      20

7.    Stock Certificate Legend..............................................      20

8.    Miscellaneous.........................................................      20

      8.1   Notices.........................................................      20

      8.2   Amendment and Waiver............................................      23

      8.3   Specific Performance............................................      23

      8.4   Headings........................................................      24

      8.5   Severability....................................................      24

      8.6   Entire Agreement................................................      24

      8.7   Term of Agreement...............................................      24

      8.8   GOVERNING LAW...................................................      24

      8.9   Consent to Jurisdiction and Service of Process..................      24

      8.10  Further Assurances..............................................      24

      8.11  Successors and Assigns..........................................      24

      8.12  Counterparts....................................................      25
</TABLE>


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                             STOCKHOLDERS' AGREEMENT



            STOCKHOLDERS' AGREEMENT, dated as of November 14, 2000 (this
"Agreement"), among TravelCenters of America, Inc., a Delaware corporation (the
"Company"), Oak Hill Capital Partners, L.P., a Delaware limited partnership
("OHCP"), Oak Hill Capital Management Partners, L.P, a Delaware limited
partnership ("OHCMP" and, together with OHCP, "Oak Hill"), Olympus Growth Fund
III, L.P., a Delaware limited partnership ("OGF"), Olympus Executive Fund, L.P.,
a Delaware limited partnership ("OEF" and OEF, together with OGF, "OF"), Monitor
Clipper Equity Partners, L.P., a Delaware limited partnership ("MCEP"), Monitor
Clipper Equity Partners (Foreign), L.P., a Delaware limited partnership ("MCPEF"
and MCPEF, together with MCEP, "MCP"), UBS Capital Americas II, LLC, a Delaware
limited liability company ("UBS"), Credit Suisse First Boston LFG Holdings 2000,
L.P., a Delaware limited partnership ("LFG"), Credit Suisse First Boston
Corporation, a Delaware corporation ("CSFBC" and, together with LFG, CSFB"),
Freightliner LLC, a Delaware limited liability company (formerly known as
Freightliner Corporation) ("Freightliner"), and the members of management of the
Company who enter into this agreement from time to time in accordance with the
terms hereof.

            WHEREAS, the Company is party to the Recapitalization Agreement and
Plan of Merger, dated May 31, 2000, as amended by Amendment No. 1 thereto, dated
as of October 2, 2000 (the "Recapitalization Agreement"); and

            WHEREAS, to provide for the continuity of management of the Company
and to avoid possible dissension among the Stockholders (as hereinafter
defined), the parties hereto wish to restrict the transfer of the Shares (as
hereinafter defined) and to provide for certain other rights and obligations.

            NOW, THEREFORE, in consideration of the mutual promises and
agreements set forth herein, the adequacy of which are hereby acknowledged, the
parties hereto agree as follows:

            1. Definitions. As used in this Agreement, the following terms shall
have the meanings set forth below:

            "Affiliate" of any Person means any other Person directly or
            indirectly controlling, controlled by or under common control with
            such Person. For the purposes of this definition, "control," when
            used with respect to any Person, means the power to direct or cause
            the direction of the management or policies of such Person, directly
            or indirectly, whether through the ownership of voting securities,
            by contract or otherwise; and the terms "controlling" and
            "controlled" have meanings correlative to the foregoing.

            "Agreement" as defined in the preamble hereto.

            "Board of Directors" means the Board of Directors of the Company.

            "Buyout Notice" has the meaning assigned such term in Section 3.5.

            "Change of Control" means, in each case prior to any Public
            Offering, (i) regardless of the form of transaction, any
            disposition, to an unrelated third party,
<PAGE>   5
            in a single transaction or in a series of related transactions, of
            ownership or operating control of all or substantially all of the
            assets of the Company that (A) relate to the FE Locations and (B)
            are reasonably necessary to the continued operation and control by
            the Company or its subsidiaries of the FE Locations, (ii) any merger
            or consolidation of the Company with or into another unrelated
            entity in a transaction pursuant to which the stockholders of the
            Company retain and/or receive equity securities which, in the
            aggregate, constitute less than a majority of the combined voting
            power of the surviving entity or (iii) any sale or issuance to an
            unrelated third party, in a single transaction or in a series of
            related transactions, of a number of shares of capital stock of the
            Company (or securities convertible or exercisable for, or
            exchangeable into shares of capital stock of the Company)
            constituting a majority of the total voting power of the Company.

            "Commission" means the Securities and Exchange Commission or any
            similar agency then having jurisdiction to enforce the Securities
            Act.

            "Common Stock" means Common Stock, par value $0.00001 per share, of
            the Company or any other capital stock of the Company into which
            such stock is reclassified or reconstituted.

            "CSFB" as defined in the preamble hereto.

            "CSFBC" as defined in the preamble hereto.

             "Demand Registration" has the meaning assigned such term in Section
            4.1.1.

            "Exchange Act" means the Securities Exchange Act of 1934, as
            amended.

            "FE Location" has the meaning set forth in the TravelCenters of
            America Freightliner Express Operating Agreement, dated as of July
            21, 1999, among Freightliner, the Company and the other parties
            party thereto, as amended.

            "Final Offering Notice" has the meaning assigned such term in
            Section 3.1.3.

            "Freightliner" as defined in the preamble hereto.

            "Freightliner Response" has the meaning assigned such term in
            Section 3.7.

            "Holder" means any Stockholder who holds Registrable Securities.

            "Holdback" has the meaning assigned such term in Section 4.4.

            "Initial Holding Period" has the meaning assigned such term in
            Section 2.1.

            "Initial Public Offering" means the Company's initial Public
            Offering.

            "IPO Effectiveness Date" means the date upon which the Commission
            declares effective the Registration Statement relating to the
            Initial Public Offering.

            "LFG" as defined in the preamble hereto.


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            "Management Stockholder" means the employees of the Company listed
            in Schedule 7.02(e) to the Recapitalization Agreement who are
            parties to this Agreement on the date hereof and any other employee
            of the Company who enters into this Agreement following the date
            hereof and is designated as a "Management Stockholder" for purposes
            of this Agreement by the Board of Directors.

            "MCP" as defined in the preamble hereto.

            "MCEP" as defined in the preamble hereto.

            "MCPEF" as defined in the preamble hereto.

            "Notice Period" has the meaning assigned such term in Section 3.1.1.

            "Oak Hill" as defined in the preamble hereto.

            "Observer Rights" has the meaning assigned such term in Section 5.4.

            "OEF" as defined in the preamble hereto.

            "OF" as defined in the preamble hereto.

            "Offered Shares" has the meaning assigned such term in Section
            3.1.1.

            "Offered Management Shares" has the meaning assigned such term in
            Section 3.2.1.

            "Offeree Stockholder" has the meaning assigned such term in Section
            3.1.1.

            "Offeree Management Stockholders" has the meaning assigned such term
            in Section 3.2.1.

            "Offering Notice" has the meaning assigned such term in Section
            3.1.1.

            "Offer Price" has the meaning assigned such term in Section 3.1.1.

            "Offeror" means any manufacturer of Class 8 trucks and any Affiliate
            or successor thereto and shall include each of the companies listed
            in the following clauses (i) through (xx) for so long as such
            company is a manufacturer of Class 8 trucks: (i) Volvo, (ii)
            Navistar, (iii) Paccar, (iv) Ford, (v) Renault-Mack, (vi) Bering,
            (vii) Western Star, (viii) General Motors Corporation, (ix) Scania,
            (x) Isuzu, (xi) Hino, (xii) Iveco, (xiii) Volkswagen, (xiv) Fiat,
            (xv) MAN (xvi) Toyota, (xvii) Mitsubishi, (xviii) Nissan, (xix)
            Hyundai, or (xx) Oshkosh; provided, that each of the companies
            listed in clauses (i) through (viii) only will be included as a
            "Offeror" whether or not such company is manufacturing Class 8
            trucks at the time in question.

            "OGF" as defined in the preamble hereto.

            "OHCP" as defined in the preamble hereto.


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<PAGE>   7
            "OHCMP" as defined in the preamble hereto.

            "Participating Stockholder" has the meaning assigned such item in
            Section 3.1.2.

            "Participating Management Stockholder" has the meaning assigned such
            term in Section 3.2.2.

            "Permitted Transferees" has the meaning assigned such term in
            Section 2.2.

            "Person" means any individual, firm, corporation, partnership,
            limited liability company, trust, incorporated or unincorporated
            association, joint venture, joint stock company, governmental body
            or other entity of any kind.

            "Piggy-Back Registration" has the meaning assigned such term in
            Section 4.2.

            "Piggybacking Stockholder" has the meaning assigned such term in
            Section 4.2.

            "Principal Stockholder" means Oak Hill and any transferee thereof
            who shall have agreed in writing to be bound by the terms and
            conditions of this Agreement as the Principal Stockholder (provided
            that any controlled Affiliate of Oak Hill to which Oak Hill
            transfers Shares shall be deemed to be a Principal Stockholder for
            all purposes of this Agreement), and the term "Principal
            Stockholder" shall mean any such Person.

            "Public Offering" means any offer for sale of Common Stock pursuant
            to an effective Registration Statement filed under the Securities
            Act.

            "Registering Stockholder" has the meaning assigned such term in
            Section 4.1.1.

            "Registrable Security" means any outstanding Share until (i) a
            Registration Statement covering such Share has been declared
            effective by the Commission and such Share has been disposed of
            pursuant to such effective Registration Statement, (ii) such Share
            is sold under circumstances in which all of the applicable
            conditions of Rule 144 (or any similar provisions then in force)
            under the Securities Act are met or (iii)(x) for purposes of any
            Demand Registration, such Share is eligible to be sold pursuant to
            Rule 144(k) (or any similar provision then in force) and (y) for
            purposes of any Piggy-Back Registration, the later of such time as
            such Share is eligible to be sold pursuant to Rule 144(k) (or any
            similar provision then in force) and the second anniversary of the
            consummation of the Initial Public Offering.

            "Registration Expenses" has the meaning assigned such term in
            Section 4.5.

            "Registration Statement" means a registration statement filed
            pursuant to the Securities Act.

            "Related Issuance" has the meaning assigned such term in Section
            3.6.

            "Remaining Offered Shares" has the meaning assigned such term in
            Section 3.1.2.


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            "Remaining Offered Management Shares" has the meaning assigned such
            term in Section 3.2.3.

            "Response" has the meaning assigned such term in Section 3.1.1.

            "Second Offering Notice" has the meaning assigned such term in
            Section 3.1.2.

            "Securities Act" means the Securities Act of 1933, as amended, and
            the rules and regulations of the Commission thereunder or any
            successor act thereto.

            "Selling Management Stockholder" has the meaning assigned such term
            in Section 3.2.1.

            "Selling Stockholder" has the meaning assigned such term in Section
            3.1.1.

            "Shares" means, with respect to each Stockholder, all shares,
            whether now owned or hereafter acquired, of Common Stock owned by
            such Stockholder.

            "Stockholder" shall mean each party to this Agreement other than the
            Company.

            "Tag-Along Offer " has the meaning assigned such term in Section
            3.4.

            "Third Party Purchaser" has the meaning assigned such term in
            Section 3.1.1.

            "Third Party Offer Notice" has the meaning assigned such term in
            Section 3.7.

            "transfer" has the meaning assigned such term in Section 2.1.

            "UBS" as defined in the preamble hereto.

            "Violation" has the meaning assigned such term in Section 4.6.1.

            "Waiver" has the meaning assigned such term in Section 4.4.

            2. Restrictions on Transfer of Shares.

            2.1 Limitation on Transfer. No Stockholder (other than the Principal
Stockholder) shall, directly or indirectly, sell, give, assign, hypothecate,
pledge, encumber, grant a security interest in or otherwise dispose of (whether
by operation of law or otherwise) any Shares or any right, title or interest
therein or thereto (each a "transfer"), other than transfers to Permitted
Transferees in accordance with this Section 2, and transfers pursuant to Section
3.4 or 3.5, at any time prior to the earlier of (i) the first anniversary of the
Closing Date pursuant to the Recapitalization Agreement and (ii) the Initial
Public Offering (the "Initial Holding Period"). Following the expiration of the
Initial Holding Period, no Stockholder (other than the Principal Stockholder)
shall transfer any Shares, except in accordance with the applicable provisions
of this Agreement. Any attempt to transfer any Shares in violation of the
preceding sentences shall be null and void ab initio, and the Company shall not
register any such transfer.

            2.2 Permitted Transfers. Notwithstanding anything to the contrary
contained in this Agreement, each Stockholder (other than the Principal
Stockholder) may transfer (without compliance with Section 3.1 or 3.2 hereof)
Shares (i) to any controlled Affiliate of such


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Stockholder, (ii) to the partners or members of a Stockholder that is a limited
partnership or limited liability company, respectively, in connection with the
termination, dissolution, liquidation or winding-up of such partnership or
company and (iii) if such Stockholder is an individual, (A) to the spouse or any
lineal descendant of such Stockholder, (B) to a trust or personal representative
established for the benefit of any of the foregoing, (C) to the estate or
executor under any will of such Stockholder or (D) pursuant to the laws of
intestate succession (the Persons to whom the Stockholders may transfer Shares
pursuant to this Section 2.2 are referred to hereinafter as "Permitted
Transferees"), provided that, in each case, such transfer is made in accordance
with this Section 2. In addition, each Management Stockholder may transfer
Shares to the Company without compliance with Section 3.2 hereof, and whether
before or after the Initial Holding Period, in connection with a termination of
such Management Stockholder's employment with the Company.

            2.3 Permitted Transfer Procedures. In the event that any Stockholder
wishes to transfer Shares to a Permitted Transferee pursuant to Section 2.2,
such Stockholder shall give notice to the Company and the Principal Stockholder
of its intention to make any transfer permitted under Section 2.2 not less than
ten days prior to effecting such transfer, which notice shall state the name and
address of each Permitted Transferee to whom such transfer is proposed and the
number of Shares proposed to be transferred to such Permitted Transferee.
Following any such notice, such transfer to such Permitted Transferee shall be
permitted hereunder, subject to compliance with Section 2.4.

            2.4 Transfers in Compliance with Law; Substitution of Transferee.
Notwithstanding any other provision of this Agreement, no transfer by a
Stockholder (other than the Principal Stockholder) to any Person (other than the
Company) may be made pursuant to this Section 2 or Section 3 unless (a) the
transfer complies in all respects with the applicable provisions of this
Agreement and applicable federal and state securities laws, including, without
limitation, the Securities Act, (b) the transferee agrees in writing to be bound
by the terms and conditions of this Agreement (whereupon such transferee shall
be substituted for and shall enjoy the same rights and be subject to the same
obligations as its predecessor hereunder) and (c) if requested by the Company in
its sole judgment, an opinion of counsel to such transferring Stockholder shall
be supplied to the Company, at such transferring Stockholder's expense, to the
effect that such transfer complies with applicable federal and state securities
laws; provided that no such opinion will be required for a transfer by a
Stockholder to a Permitted Transferee. Any attempt to transfer any Shares or
rights hereunder in violation of this Agreement shall be null and void ab initio
and the Company shall not register such transfer.

            2.5 Transfers by Principal Stockholder to Controlled Affiliates. In
the event that the Principal Stockholder transfers any Shares to any controlled
Affiliate, then as a condition to such transfer, the transferee of such Shares
shall agree in writing to be bound by the terms and conditions of this Agreement
(whereupon such transferee shall be substituted for, and shall enjoy the same
rights and be subject to the same obligations as its predecessor hereunder). For
purposes of this Agreement, any fund founded by Keystone, Inc. and managed by
the principals of Oak Hill Capital Management, Inc. shall be deemed to be a
controlled Affiliate of the Principal Stockholder.

            2.6 Transfers Back by Permitted Transferees. Each Permitted
Transferee of any Stockholder and controlled Affiliate of the Principal
Stockholder to which Shares are transferred pursuant to Section 2.2 or 2.5,
respectively, shall, and such Stockholder or the


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<PAGE>   10
Principal Stockholder, as the case may be, shall cause such transferee to,
transfer back to such Stockholder or the Principal Stockholder (unless such
Stockholder or the Principal Stockholder has been dissolved or liquidated, or in
the case of an individual, is deceased), or to another Permitted Transferee of
such Stockholder or controlled Affiliate of the Principal Stockholder, any
Shares it owns prior to such Permitted Transferee or controlled Affiliate
ceasing to be a Permitted Transferee of such Stockholder or controlled Affiliate
of the Principal Stockholder.

            2.7 Certain Transfers by Stockholders. Notwithstanding anything to
the contrary contained in this Agreement, (a) during the 120-day period
commencing on the date of the closing of the transactions contemplated pursuant
to the Recapitalization Agreement, MCP shall have the right to transfer Shares
to UBS and (b) during the one-year period commencing on the date of the closing
of the transactions contemplated pursuant to the Recapitalization Agreement,
CSFBC shall have the right to transfer Shares to a purchaser of such Shares
approved by the Principal Stockholder, in each case, without meeting the
requirements of Sections 2.1, 2.4 or 3.1; provided that the transferee of such
Shares shall agree in writing to be bound by the terms and conditions of this
Agreement.

            3. Certain Transfers.

            3.1 Right of First Purchase - Transfer by Stockholders Other than
Management Stockholders.

                  3.1.1 Offering Notice. If, at any time following the
expiration of the Initial Holding Period but prior to the earlier of the (i)
Initial Public Offering and (ii) seventh anniversary of the Closing Date, any
Stockholder (a "Selling Stockholder") other than the Principal Stockholder and
other than the Management Stockholders shall desire to transfer Shares to any
Person other than to a Permitted Transferee in accordance with Section 2 or
pursuant to Section 3.4 or 3.5 (a "Third Party Purchaser"), then such Selling
Stockholder shall first offer the Company the right to purchase all or (subject
to Section 3.3.2) part of such Shares (the "Offered Shares") by sending written
notice (the "Offering Notice") to the Company and the other Stockholders (the
"Offeree Stockholders"), which notice shall (a)(i) state the number of Offered
Shares and (ii) state the purchase price per Share (the "Offer Price") and the
other terms and conditions of such sale and (b) if prior to the second
anniversary of the expiration of the Initial Holding Period, (i) identify the
proposed Third Party Purchaser, (ii) be accompanied by a copy of the written
offer from such Third Party Purchaser with respect to such sale and (iii)
specify the dollar value of any non-cash consideration for such Shares. The
Company shall have the right to purchase all or (subject to Section 3.3.2) part
of the Offered Shares, which right shall be exercisable by written notice
delivered to the Selling Stockholder (the "Response"), given within 15 days
after receipt of the Offering Notice (the "Notice Period"), and in the event
that any part of the Offer Price consists of consideration other than cash, then
at the sole option of the Company, at the equivalent all cash price for the
Shares, determined in good faith by the Board of Directors and otherwise on the
same terms and conditions as the Offer Price and which shall be set forth in the
Response. In the event that the Selling Stockholder disagrees with the value
determined by the Board of Directors for any non-cash consideration contained in
the Response, such Selling Stockholder shall, within 7 days of receipt of the
Response, notify the Company of its desire to submit the matter to binding
arbitration. The Company and such Selling Stockholder shall appoint a neutral,
independent arbitrator reasonably satisfactory to both parties to resolve such
dispute with the party whose valuation is farthest from the valuation accepted
by the arbitrator bearing the costs of such proceeding.


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                  3.1.2 Purchase Option to Offeree Stockholders. The Selling
Stockholder shall, promptly after the end of the Notice Period, notify (the
"Second Offering Notice") the Offeree Stockholders whether the Offered Shares
have been fully subscribed for, and, if not, the number of Offered Shares not
subscribed for (the "Remaining Offered Shares"). Each Offeree Stockholder shall
have the right, but not the obligation, to purchase at the Offer Price (and
otherwise upon the same terms and conditions as those set forth in the Offering
Notice and the Response, as applicable) its pro rata portion of the Remaining
Offered Shares, in the proportion that the number of Shares owned by such
Offeree Stockholder bears to the total number of Shares owned by all Offeree
Stockholders. Such right of each Offeree Stockholder shall be exercisable by
written notice to the Selling Stockholder with copies to the Company and the
Principal Stockholder given within ten days after the later of receipt of the
Second Offering Notice and conclusion of any arbitration process pursuant to
Section 3.1.1. Failure by an Offeree Stockholder to respond within such ten-day
period shall be regarded as a rejection of the offer made pursuant to the Second
Offering Notice. Each Offeree Stockholder that elects to purchase its full pro
rata portion of the Remaining Offered Shares is referred to as a "Participating
Stockholder."

                  3.1.3 Purchase of Remaining Offered Shares. The Selling
Stockholder shall, promptly after the end of the ten-day period referred to in
Section 3.1.2, notify (the "Final Offering Notice") the Principal Stockholder
whether the Remaining Offered Shares have been fully subscribed for, and, if
not, the number of Remaining Offered Shares not subscribed for. The Principal
Stockholder shall have an assignable right to purchase all, but not less than
all, of such Remaining Offered Shares, which right shall be exercisable by
written notice delivered to the Selling Stockholder, given within five days
after receipt of the Final Offering Notice.

            3.2 Right of First Purchase -- Transfer by Management Stockholders.

                  3.2.1 Offering Notice. If, at any time following the
expiration of the Initial Holding Period but prior to the Initial Public
Offering, any Management Stockholder (a "Selling Management Stockholder") shall
desire to sell for cash Shares other than pursuant to Section 2.2, Section 3.4
or 3.5, then such Selling Management Stockholder shall first offer the other
Management Stockholders (the "Offeree Management Stockholders") the right to
purchase such Shares (the "Offered Management Shares") by sending an Offering
Notice to the Company and the other Stockholders, which notice shall (i) state
the number of Offered Shares, (ii) state the Offer Price and the other terms and
conditions of such sale, (iii) identify the proposed Third Party Purchaser and
(iv) be accompanied by a copy of the written offer from such Third Party
Purchaser with respect to such sale.

                  3.2.2 Purchase Option. Each Offeree Management Stockholder
shall have the right, but not the obligation, to purchase at the Offer Price
(and otherwise upon the same terms and conditions as those set forth in the
Offering Notice) its pro rata portion of the Offered Management Shares, in the
proportion that the number of Shares owned by such Offeree Management
Stockholder bears to the total number of Shares owned by all Offeree Management
Stockholders. Such right of each Offeree Management Stockholder shall be
exercisable by written notice to the Selling Management Stockholder with copies
to the Company and the other Stockholders given within the Notice Period.
Failure by an Offeree Management Stockholder to respond within the Notice Period
shall be regarded as a rejection of the offer made pursuant to the Offering
Notice. Each Offeree Management Stockholder that elects to purchase its full pro


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<PAGE>   12
rata portion of the Offered Management Shares is referred to as a "Participating
Management Stockholder".

                  3.2.3 Purchase of Remaining Offered Management Shares. The
Selling Management Stockholder shall, promptly after the end of the Notice
Period, notify the Company and the other Stockholders whether the Offered
Management Shares have been fully subscribed for, and, if not, the number of
Offered Management Shares not subscribed for (the "Remaining Offered Management
Shares"). The Company shall have the right to purchase all or (subject to
Section 3.3.2) part of the Remaining Offered Management Shares, exercisable by
written notice delivered to the Selling Management Stockholder and the
Stockholders other than the Management Stockholders within ten days after
receipt of the Second Offering Notice. If the Company does not exercise such
right, each of the Stockholders other than the Management Stockholders shall
have the right to purchase at the Offer Price (and otherwise upon the same terms
and conditions as those set forth in the Offering Notice) all, but not less than
all, of the Remaining Offered Management Shares. The right to purchase the
Remaining Offered Shares shall be exercisable by written notice delivered to the
Selling Management Stockholder, given within fifteen days after receipt of the
Second Offering Notice. Each Stockholder who delivers such a notice shall have
the right to purchase its pro rata portion of the Remaining Offered Management
Shares (that is, the proportion that the number of Shares owned by such
Stockholder bears to the total number of Shares owned by all Stockholders
purchasing Remaining Offered Management Shares). The Selling Management
Stockholder shall, promptly after the end of the fifteen-day period referred to
above, notify the Principal Stockholder whether the Remaining Offered Management
Shares have been fully subscribed for, and, if not, the number of Remaining
Offered Management Shares not subscribed for. The Principal Stockholder shall
have an assignable right to purchase all, but not less than all, of such
Remaining Offered Management Shares, which right shall be exercisable by written
notice delivered to the Selling Management Stockholder, given within five days
after receipt of such notice.

            3.3 Right of First Purchase--Other Requirements.

                  3.3.1 Irrevocability of Offering Notice. Upon delivery of any
Offering Notice, Second Offering Notice or Final Offering Notice, the offer or
offers made therein to the Company and the Stockholders pursuant to this Section
3 shall be irrevocable unless and until the first purchase rights provided for
therein shall have been waived or shall have expired in accordance with this
Agreement.

                  3.3.2 Failure to Purchase All Offered Shares. Notwithstanding
anything in this Section 3 to the contrary, the right of the Company or any
Stockholders to purchase the Offered Shares or Offered Management Shares
pursuant to this Section 3 shall be exercisable only if all, but not less than
all, of the Offered Shares or Offered Management Shares, as the case may be, are
so purchased.

                  3.3.3 Closing. The closing of the purchase of Offered Shares
or Offered Management Shares pursuant to Section 3.1 or 3.2, respectively shall
be held at the principal office of the Company at 11:00 a.m., local time, on the
20th day after the giving of the Second Offering Notice (or, if each of the
Offeree Stockholders agrees to purchase its pro rata portion of the Offered
Shares (or if each of the Offered Management Stockholders agrees to purchase its
pro rata portion of the Offered Management Shares), then on the 20th day of the
date of the


                                       9
<PAGE>   13
Offering Notice), or at such other time and place as the parties to the
transaction may agree. The sale of the Offered Shares or Offered Management
Shares hereunder shall otherwise be on customary terms and conditions (but in
any event in accordance with the terms of the Offering Notice).

                  3.3.4 Sale to Third Party Purchaser. Unless the Company and
the applicable Stockholders elect to purchase all of the Offered Shares or
Offered Management Shares pursuant to Section 3.1 or 3.2, respectively, the
Selling Stockholder or the Selling Management Stockholder, as the case may be,
may (a) in the case of Offered Shares as to which an Offering Notice is
delivered prior to or on the date of the expiration of the second anniversary of
the Initial Holding Period or in the case of Offered Management Shares, sell all
but not less than all of the Offered Shares or Offered Management Shares at a
price per Share equal to the Offer Price and otherwise on terms and conditions
that are in the aggregate not materially more or less favorable to the Third
Party Purchaser than the terms and conditions set forth in the Offering Notice
and the written offer, if any, delivered therewith pursuant to Section 3.1.1 or
Section 3.2.1 and (b) in the case of Offered Shares as to which an Offering
Notice is delivered after the second anniversary of the expiration of the
Initial Holding Period, sell all but not less than all of the Offered Shares at
a price per Share at least equal to the Offer Price and otherwise on terms and
conditions that are in the aggregate not materially more favorable to the Third
Party Purchaser than the terms and conditions set forth in the Offering Notice.
Any such sale shall be bona fide and made within 90 days of the date of the
Second Offering Notice for the Offered Shares or Offered Management Shares or,
in the case of Offered Shares if after the second anniversary of the expiration
of the Initial Holding Period, 120 days of the date of the Second Offering
Notice (or, if each of the Offeree Stockholders agrees to purchase its pro rata
portion of the Offered Shares (or if each of the Offered Management Stockholders
agrees to purchase its pro rata portion of the Offered Management Shares), then
within 90 days of the Offering Notice for the Offered Shares or Offered
Management Shares or, in the case of Offered Shares if after the second
anniversary of the expiration of the Initial Holding Period, 120 days of the
Offering Notice for the Offered Shares). In the event that such sale is not
consummated within such 90 or 120-day period, as the case may be, for any
reason, then the restrictions provided for herein shall again become effective,
and no transfer of such Offered Shares or Offered Management Shares may be made
thereafter without again offering the same to the Stockholders and the Company
in accordance with this Section 3.

            3.4 Tag-Along Right. In the event that the Principal Stockholder
proposes to transfer Shares other than to a controlled Affiliate, the Principal
Stockholder shall, unless such transfer is subject to a Bring-Along Notice
pursuant to Section 3.5 hereof, include an offer (a "Tag-Along Offer") to each
other Stockholder, to participate pro rata in such transfer by including a
portion of such other Stockholder's Shares (the exact number of which shall be
determined based on multiplying the total number of Shares proposed to be
transferred by a fraction, (i) the numerator of which is the total number of
outstanding Shares then owned by such other Stockholder and (ii) the denominator
of which is the total number of outstanding Shares owned by the Principal
Stockholder and all other Stockholders plus the number of outstanding shares
owned by other stockholders of the Company having "tag-along" rights with
respect to such transfer) in the transfer, at the purchase price and otherwise
upon the same terms and conditions of such transfer (including payment of and
responsibility for its pro rata share of any indemnification obligations and all
costs associated with such transaction); provided that the Principal Stockholder
shall not be required to provide a Tag-Along Offer to such other Stockholders
until the Principal Stockholder has transferred Shares (other than to controlled


                                       10
<PAGE>   14
Affiliates) in excess of 10% of the total number of issued and outstanding
Shares as of the date of this Agreement, such number to be adjusted for any
stock split, combination or similar change with respect to the Common Stock
following the date hereof. The right of each Stockholder (other than the
Principal Stockholder) to sell its pro rata portion of Shares under this Section
3.4 shall be exercisable by delivering written notice thereof, within 15 days
after receipt of the Tag-Along Offer, to the Principal Stockholder, with a copy
to the Company. The failure of any such Stockholder to respond within the Notice
Period shall be regarded as a rejection of the offer to participate in such
transfer as contemplated by the Tag-Along Offer and shall be deemed to be a
waiver of its rights under this Section 3.4. To the extent that such Stockholder
exercises its right to sell Shares pursuant to this Section 3.4, the number of
Shares that the Principal Stockholder proposes to sell to the Third Party
Purchaser shall be reduced proportionately.

            3.5 Bring-Along Right. In the event that the Principal Stockholder,
whether alone or together with another Stockholder, proposes to transfer Shares
representing more than 50% of the outstanding Shares other than to an Affiliate,
the Principal Stockholder may send written notice (a "Buyout Notice") to the
Company and the other Stockholders notifying such Stockholders that each of them
will be required to sell that percentage of their Shares in such sale equal to
the percentage of the Shares of the Principal Stockholder being sold in such
sale. Upon receipt of a Buyout Notice, each Stockholder receiving such notice
shall be obligated to (i) sell that percentage of its Shares equal to the
percentage of the Shares of the Principal Stockholder being sold in the
transaction (including a sale or merger) contemplated by the Buyout Notice on
the same terms and conditions as the Principal Stockholder (including payment of
and responsibility for its pro rata share of any indemnification obligations and
all costs associated with such transaction) and (ii) otherwise take all
necessary action reasonably requested by the Principal Stockholder to cause the
consummation of such transaction, including voting its Shares in favor of such
transaction and not exercising any appraisal rights in connection therewith.
Each Stockholder further agrees to (a) take all actions (including executing
documents) in connection with the consummation of the proposed transaction as
may reasonably be requested of it by the Principal Stockholder and (b) appoint
the Principal Stockholder as its attorney-in-fact to do the same on its behalf.

            3.6 Issuances of Capital Stock by the Company. In the event that the
Company determines to issue (a "Related Issuance"), any capital stock or any
security convertible or exercisable for or exchangeable into capital stock to
any Stockholder or any Affiliate of any Stockholder (other than capital stock to
be issued (i) in connection with an employee stock option plan or other
employment compensation arrangement, (ii) pursuant to a stock split or stock
dividend or (iii) pursuant to the exercise of any option, warrant or security
convertible or exercisable for or exchangeable into capital stock), the Company
shall notify the Stockholders of the proposed issuance. Such notice shall
specify the number and class of securities to be issued, the rights, terms and
privileges thereof and the estimated price at which such securities will be
issued. By written notice to the Company given within 20 days of being notified
of such Related Issuance, each such Stockholder shall be entitled to purchase
that percentage of the Related Issuance determined by dividing (a) the total
number of outstanding Shares owned by such Stockholder by (b) the total number
of outstanding Shares then owned by all Stockholders. If any such Stockholder
does not fully subscribe for the number or amount of shares of capital stock or
securities convertible or exercisable for or exchangeable into capital stock
that it is entitled to purchase pursuant to this Section 3.6, the Company shall
notify the Stockholders of the same and each Stockholder participating in such
purchase to the full extent provided for in the preceding sentence shall have
the right to purchase that percentage of the


                                       11
<PAGE>   15
Related Issuance not so subscribed for, based on a fraction, (a) the numerator
of which is the total number of outstanding Shares then owned by such fully
participating Stockholder and (b) the denominator of which is the total number
of outstanding Shares then owned by all fully participating Stockholders who
elect to purchase such unsubscribed securities. Such right shall be exercisable
within 20 days following the receipt of the notice delivered pursuant to the
previous sentence. To the extent the Stockholders do not elect to purchase all
of the securities proposed to be offered and sold in the Related Issuance, the
Company may issue those securities not so subscribed for, provided such sales
are consummated within 120 days after the Stockholders' rights hereunder have
expired or been waived and are so consummated on terms not materially more
favorable to the purchasers than those set forth in the written notice to the
Stockholders described above.

            3.7 Freightliner Right of First Purchase. Freightliner shall have a
right of first purchase in the event of any proposed transaction involving the
Company and an Offeror that would result in a Change of Control. In any such
case, the Company shall deliver to Freightliner a written notice (the "Third
Party Offer Notice") indicating the purchase price, the identity of the Offeror
and other material terms on which the Company proposes to effect the Change of
Control transaction with the Offeror. Freightliner shall notify the Company in
writing within 15 days following its receipt of the Third Party Offer Notice if
Freightliner is interested in negotiating and consummating a Change of Control
transaction with the Company and describing Freightliner's proposed purchase
price and other material terms (the "Freightliner Response"). If Freightliner
(a) fails to timely deliver a Freightliner Response within the 15-day period
described above, (b) proposes a purchase price or terms less favorable to the
Company than the terms reflected in the Third Party Offer Notice or (c) delivers
a Freightliner Response but the Company and Freightliner fail, after good faith
negotiations, to enter into a definitive agreement with respect thereto within
30 days following the Company's receipt of the Freightliner Response, then the
Company may (i) commence negotiations with respect to such Change of Control
transaction with the Offeror, and (ii) consummate such Change of Control with
the Offeror; provided, (A) the purchase price paid by the Offeror is equal to or
greater than the price set forth in the Freightliner Response, (B) the other
terms and conditions of such transaction are no less favorable to the Company in
the aggregate than the terms and conditions contained in the Third Party Offer
Notice and (C) such transaction is consummated within 240 days after the Third
Party Offer Notice. After expiration of such 240-day period, the Company shall
again comply with the notice requirements of this Section 3.7. Freightliner
hereby acknowledges and agrees that the rights described in this Section 3.7 are
personal to Freightliner and any Affiliates of Freightliner holding Shares owned
by Freightliner on the date of this Agreement and cannot be transferred or
assigned by Freightliner or any Affiliate of Freightliner in any manner.

            4. Registration Rights.

            4.1 Demand for Registration.

                  4.1.1 Demand. At any time and from time to time on or after
the date 180 days (or such greater number of days (not to exceed 365 days) as
the Principal Stockholder may agree with the managing underwriter or
underwriters for the Initial Public Offering) following the consummation of the
Initial Public Offering, each Holder (other than Management Stockholders) of at
least 4% of the total number of issued and outstanding Shares on the date of
this Agreement (after giving effect to the transactions pursuant to the
Recapitalization


                                       12
<PAGE>   16
Agreement) shall have the right to make a written request for registration under
the Securities Act of all or part of its or their Registrable Securities (a
"Demand Registration"); provided that such request specifies the number of
shares of Registrable Securities proposed to be sold (which number must
represent at least the lesser of (i) 10% of the total number of issued and
outstanding Shares as of the date of this Agreement (including Shares owned by
the Principal Stockholder) and (ii) all of the Registrable Securities then held
by such Holder and the intended method of disposition thereof. The Company shall
give written notice of any Demand Registration to each Stockholder other than
the requesting Holder at the time of any Demand Registration and upon the
written request of any such Stockholder (a "Registering Stockholder") given
within 15 days after receipt of any such notice by such Stockholder (stating the
amount of Common Stock to be disposed of by the Registering Stockholder), the
Company shall include the Common Stock intended to be disposed of in a
registration statement under the Securities Act so as to permit the disposition
by the Registering Stockholder of the Common Stock so requested. Notwithstanding
the foregoing, the Company shall not have any obligation to register any shares
of Common Stock on behalf of a Stockholder from and after such time as such
shares cease to be Registrable Securities.

                  4.1.2 Selection of Underwriters. If the Holder making the
Demand Registration so elects, the offering of such Registrable Securities
pursuant to such Demand Registration shall be in the form of an underwritten
offering. The Company shall select one or more nationally recognized firms of
investment bankers to act as the book-running managing underwriter or
underwriters in connection with such offering and shall select any additional
investment bankers and managers to be used in connection with the offering.

                  4.1.3 Restrictions on Demand. The Company will not be
obligated to effect any Demand Registration within six months after the
effective date of (i) a previous Demand Registration or (ii) a Public Offering
by the Company for which Piggy-Back Registration was fully available. If at the
time of any request to register Registrable Securities pursuant to this Section
4.1, the Company is engaged, or has fixed plans (which have been or are
reasonably expected to be approved by the Board of Directors within 30 days) to
engage within 90 days of the time of the request, in a registered Public
Offering as to which the Stockholders may include such Registrable Securities
pursuant to Section 4.2, or is engaged in any activity which, in the good faith
determination of the Board of Directors, would be adversely affected by the
requested registration to the material detriment of the Company, then the
Company may at its option direct that such request be delayed for a period not
in excess of 90 days from the date of such request for registration, such right
to delay a request to be exercised by the Company not more than once within any
twelve-month period. A request for Demand Registration may be withdrawn if the
Company delays the requested Demand Registration pursuant to this Section 4.1.3.
In no event will the Company be obligated to effect (i) more than two Demand
Registrations in any 12-month period, (ii) more than one Demand Registration
initiated by each Holder pursuant to Section 4.1.1 (i.e., an aggregate of four
Demand Registrations and it being understood that if MCP transfers Shares to UBS
representing at least 4% of the total number of issued and outstanding Shares on
the date of this Agreement in accordance with Section 2.7, then MCP shall no
longer be entitled to initiate a Demand Registration and UBS shall be entitled
to initiate two Demand Registrations in accordance with this Section 4) other
than the Principal Stockholder and (iii) more than six Demand Registrations on
behalf of the Principal Stockholder.

            4.2 Piggy-Back Registration. Following the Initial Public Offering,
if the Company at any time proposes to register Common Stock (other than a
registration statement on


                                       13
<PAGE>   17
Form S-4 or S-8 (or any substitute form that may be adopted by the Commission))
whether on behalf of the Company or a demanding Stockholder (other than a
Holder), the Company shall give written notice each such time to each
Stockholder of its intention to do so. Upon the written request of any such
Stockholder (a "Piggybacking Stockholder") given within 15 days after receipt of
any such notice by such Piggybacking Stockholder (stating the amount of Common
Stock to be disposed of by the Piggybacking Stockholder), the Company shall
include the Common Stock intended to be disposed of in a registration statement
under the Securities Act so as to permit the disposition by the Piggybacking
Stockholder of the Common Stock so requested (a "Piggy-Back Registration").
Notwithstanding the foregoing, the Company shall not have any obligation to
register any shares of Common Stock on behalf of a Stockholder from and after
such time as such shares cease to be Registrable Securities.

            4.3 Cut-Back on Registration.

                  4.3.1 Cutback Procedures. Notwithstanding the provisions of
Section 4.1 or 4.2, if the registration in question is for an underwritten
offering and the managing underwriter or underwriters determine in good faith
that the total amount of Common Stock proposed to be included in such offering
is such as to adversely affect the success of such offering, then the Company
shall include in such registration the amount of Common Stock which the Company
is so advised can be sold in such offering (a) with respect to a registration
pursuant to Section 4.1, as follows: (i) first, Common Stock requested to be
included in such registration by Registering Stockholders (and any other holders
of Common Stock (other than a Stockholder or an Affiliate of a Stockholder)
having rights on parity with the Registering Stockholders, based on the number
of Shares of Registrable Securities such Registering Stockholder (and other
Holders) requested to be included and (ii) second, Common Stock proposed to be
included in such registration by the Company and/or other holders of Common
Stock (other than a Stockholder or an Affiliate of a Stockholder) as may be
agreed, from time to time by the Company and such other holders and (b) with
respect to a registration pursuant to Section 4.2, as follows: (i) first, Common
Stock the Company proposed to be included in such registration; (ii) second,
Common Stock requested to be included in such registration by holders of such
Common Stock (other than a Stockholder or an Affiliate of a Stockholder)
pursuant to the exercise of a "demand" registration right; provided that such
registration right requires such priority over other holders of Common Stock;
and (iii) third, Common Stock requested to be included in such registration by
the Piggybacking Stockholders and other holders of Common Stock, if any, who
have piggyback registration rights on parity with the piggyback registration
rights of the Stockholders pursuant to this Agreement, if any, based on the
number of shares of Registrable Securities and other shares of Common Stock
requested to be included by such Piggyback Stockholders and other holders of
Common Stock, in the case of each cutback mechanism provided in clauses (a) and
(b) hereof, to the extent necessary to reduce the total amount of Common Stock
to be included in such offering to the amount recommended by such managing
underwriter or underwriters.

                  4.3.2 Right to Demand Registrations. In connection with any
Demand Registration, if the determination by the underwriters to limit the
amount of Common Stock to be included in an offering in accordance with this
Section 4.3 results in the number of Shares of the Registering Stockholders
included in a registration statement to equal less than 33-1/3% of the amount
such Registering Stockholders requested to be registered, such registration
shall not be treated as having been initiated by the initiating Stockholder for
purposes of clause (ii) in the last sentence of Section 4.1.3.


                                       14
<PAGE>   18
            4.4 Holdback Agreement. For a period of three years following the
Initial Public Offering, each Stockholder agrees not to effect any public sale
or distribution (including sales pursuant to Rule 144 under the Securities Act)
of equity securities of the Company, or any securities convertible or
exercisable for or exchangeable into such securities (or enter into any
transaction which would have the same effect) or enter into any swap, hedge or
other arrangement that transfers, in whole or in part, any of the economic
consequences of ownership of any of such securities, during the seven days prior
to and the 180-day (or such greater number of days as the Principal Stockholder
may agree with the managing underwriter or underwriters of the registration)
period beginning on the effective date of any underwritten registration of
equity securities of the Company (the "Holdback"), unless the underwriters
managing the registered public offering otherwise agree (a "Waiver") and in the
event of such a Waiver, each Stockholder shall be released from its obligations
pursuant to the Holdback pro rata in accordance with the number of Shares such
Stockholder owns. Following the third anniversary of the consummation of the
Initial Public Offering, the Holdback shall continue to be applicable to each
Stockholder until such time as such Stockholder waives all of its rights under
Section 4.1 and 4.2.

            4.5 Registration Expenses. In connection with any Demand
Registrations pursuant to Section 4.1, and in connection with any Piggy-Back
Registration pursuant to Section 4.2, the Company shall pay the following
registration expenses incurred in connection with the registration hereunder
(the "Registration Expenses"): (i) all registration and filing fees, (ii) fees
and expenses of compliance with securities and/or blue sky laws (including
reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities), (iii) printing expenses, (iv) the
Company's internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
(v) fees and expenses incurred in connection with the listing of the Registrable
Securities, (vi) fees and disbursements of counsel for the Company, and fees and
expenses for independent certified public accountants retained by the Company
(including the expenses of any comfort letters or costs associated with the
delivery by independent certified public accountants of a comfort letter or
comfort letters), (vii) reasonable fees and expenses of any special experts
retained by the Company in connection with such registration and (viii)
reasonable fees and expenses of one counsel retained by the selling Holders in
connection with such registration. The Company shall have no obligation to pay
any underwriting fees, discounts or commissions attributable to the sale of
Registrable Securities. The Company shall not be required to pay for any
expenses of any Demand Registration if the Registration request is subsequently
withdrawn unless the Holder(s) requesting the Demand Registration agree(s) to
treat the withdrawn request as a Demand Registration for purposes of Section
4.1.3; provided, that if such Holder withdraws a request as a result of a
material adverse change in the condition, business or prospects of the Company
or in the market for the Company's securities from that known to such Holder at
the time of its request, the Company and not the Holder requesting the Demand
Registration, shall be required to pay all the expenses relating to the proposed
registration and such request shall not be treated as a Demand Registration for
purposes of Section 4.1.3.

            4.6 Indemnification. In the event any Registrable Securities are
included in a registration statement under this Section 4:

                  4.6.1 To the extent permitted by law, the Company will
indemnify and hold harmless each Holder and, any underwriter (as defined in the
Securities Act) for such Holder and each director, officer, and person, if any,
who controls such Holder, or underwriter


                                       15
<PAGE>   19
within the meaning of the Securities Act or the Exchange Act, against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Securities Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages, or liabilities (or actions
in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively a "Violation"): (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, (ii) the omission or
alleged omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein not misleading, or (iii) any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any state securities law or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any state securities law; and the
Company will pay to each such Holder, underwriter or controlling person, as
incurred, any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability, or
action; provided, however , that the indemnity agreement contained in this
Section 4.6.1 shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability, or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld), nor
shall the Company be liable to any Holder, underwriter or controlling person for
any such loss, claim, damage, liability, or action to the extent that it arises
out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder, underwriter or controlling person.

                  4.6.2 To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, its officers and
each person who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Securities Act and the Exchange
Act, any underwriter, any other Holder selling securities in such registration
statement and any controlling person of any such underwriter or other Holder,
against any losses, claims, damages, or liabilities (joint or several) to which
any of the foregoing persons may become subject, under the Securities Act, the
Exchange Act or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereto) arise out of or are
based upon any Violation (other than the Violation described in item (iii) of
the definition thereof), in each case to the extent (and only to the extent)
that such Violation occurs in reliance upon and in conformity with written
information furnished by such Holder expressly for use in connection with such
registration; and each such Holder will pay, as incurred, any legal or other
expenses reasonably incurred by any person intended to be indemnified pursuant
to this Section 4.6.2, in connection with investigating or defending any such
loss, claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this Section 4.6.2 shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; provided, further, that in no event shall the
amounts payable in indemnity by a Holder under this Section 4.6.2 in respect of
a Violation exceed the net proceeds received by such Holder in the registered
offering out of which such Violation arises.

                  4.6.3 Promptly after receipt by an indemnified party under
this Section 4.6 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 4.6, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the


                                       16
<PAGE>   20
indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel reasonably
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the reasonable fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall relieve such indemnifying party of liability to the indemnified
party under this Section 4.6 to the extent that the indemnifying party has been
prejudiced thereby, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 4.6. No indemnifying party,
in the defense of any such claim or litigation, shall, except with the consent
of each indemnified party (whose consent shall not be unreasonably withheld),
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability with respect to such
claim or litigation.

                  4.6.4 If the indemnification provided for in this Section 4.6
is held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable
considerations; provided, that in no event shall the amounts payable in
contribution by a Holder under this Section 4.6.4 in respect of a Violation
exceed the net proceeds received by such Holder in the registered offering out
of which such Violation arises. The relative fault of the indemnifying party and
of the indemnified party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.

                  4.6.5 The obligations of the Company and Holders under this
Section 4.6 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 4.6 and otherwise.

            4.7 Reports Under the Exchange Act. Following the Initial Public
Offering, the Company hereby agrees to take such actions as are reasonably
necessary so that "adequate current public information" is available with
respect to the Company pursuant to Rule 144 of the Securities Act.

            4.8 No Senior Registration Rights. The Company hereby agrees that it
will not grant to any Stockholder or any Affiliate of any Stockholder any
registration rights that are senior or materially more favorable to such
Stockholder or Affiliate of a Stockholder than those granted to the Holders
hereunder.


                                       17
<PAGE>   21
            5. Board of Directors.

                  5.1 Composition. Each Stockholder shall vote all of its Shares
and any other voting securities of the Company over which such Stockholder has
voting control, and shall take all other necessary actions within its control
(whether in its capacity as a stockholder or otherwise, and including, without
limitation, attendance at meetings in person or by proxy for purposes of
obtaining a quorum and execution of written consents in lieu of meetings) and
the Company shall take all necessary and desirable actions within its control
(including, without limitation, calling special board and stockholder meetings),
so that: (i) the authorized number of directors on the Board of Directors shall
consist at all times of not less than seven directors; (ii) the following
nominees shall be elected to fill the directorships to be filled pursuant to
this Agreement: (1) four nominees selected by Oak Hill (or such higher number of
nominees as shall upon election constitute a majority of the Board of
Directors); (2) one nominee selected by OGF and reasonably acceptable to the
Principal Stockholder (it being acknowledged hereby that Louis J. Mischianti is
so acceptable), (3) one nominee selected by Freightliner; and (4) the Chief
Executive Officer of the Company, so long as such individual is serving as the
Chief Executive Officer of the Company; (iii) unless the Board of Directors
determines otherwise, the composition of the board of directors of each of the
Company's subsidiaries (a "Sub Board") shall be identical to the composition of
the Board of Directors; (iv) the Freightliner nominee shall be elected to serve
as a member of the board of directors of (A) the Company's wholly owned
subsidiary, TA Operating Corporation, a Delaware corporation ("TA Operating"),
and (B) any current or future subsidiary of the Company or TA Operating which
operates any FE Location; (v) any nominee referred to in clause (ii) above shall
be removable (with or without cause) upon the written request of the party
entitled to select the nominee pursuant to such clause, and, except as otherwise
provided by applicable law under no other circumstances; (vi) in the event that
any nominee listed in clause (ii) above for any reason ceases to serve as a
member of the Board of Directors during his or her term of office, the resulting
vacancy on the Board of Directors shall be filled by the party entitled to
designate the nominee pursuant to such clause and the Stockholders shall take
such action as is necessary or desirable in accordance with this Section in
order to assure that such successor director shall become a member of the Board
of Directors; and (vii) the obligation of the Stockholders to vote the
Stockholder Shares in favor of the nominees described above shall cease at the
following times: (1) in the case of any nominee selected by the Principal
Stockholder, at such time as Principal Stockholder does not own any Shares; (2)
in the case of the Freightliner nominee, at such time as Freightliner and its
Affiliates cease to own in the aggregate at least 66-2/3% of the Shares owned by
Freightliner on the date of this Agreement (after giving effect to the
transactions pursuant to the Recapitalization Agreement), such number to be
adjusted for any stock split, combination or similar change with respect to the
Common Stock, and (3) in the case of the OGF nominee, at such time as OF and its
Affiliates cease to own in the aggregate at least 66-2/3% of the Shares owned by
OF on the date of this Agreement (after giving effect to the transactions
pursuant to the Recapitalization Agreement), such number to be adjusted for any
stock split, combination or similar change with respect to the Common Stock. In
the event that OGF loses the right to select one nominee to the Board of
Directors by reason of a decline in its Share ownership level as provided above
and MCP and UBS and their respective Affiliates each own at least 66-2/3% of the
Shares owned by MCP and UBS on the date of this Agreement (after giving effect
to the transactions pursuant to the Recapitalization Agreement), such number to
be adjusted for any stock split, combination or similar change with respect to
the Common Stock, MCP and UBS shall collectively be entitled, in lieu of (and
not in addition to) their Observer Rights, to select one nominee to the Board of
Directors and reasonably acceptable to the Principal Stockholder. The right to
select such


                                       18
<PAGE>   22
nominee shall cease at such time as either MCP or UBS (and its respective
Affiliates) fail to own at least 66-2/3% of the Shares owned by MCP and UBS on
the date of this Agreement (after giving effect to the transactions pursuant to
the Recapitalization Agreement), such number to be adjusted for any stock split,
combination or similar change with respect to the Common Stock.

            5.2 Expenses and Insurance. The Company shall pay each director,
including reimbursement of expenses, in connection with attending the meetings
of the Board, any Sub Board and any committee thereof as provided by resolution
of the Board of Directors. The Company shall use commercially reasonable efforts
to maintain in full force and effect the directors and officers indemnity
insurance policy as in effect as of the date hereof or such other policy as
shall be approved by resolution of the Board of Directors.

            5.3 Failure to Designate a Nominee. If any party fails to nominate a
representative to fill a directorship pursuant to the terms of this Section 5,
the election of a person to fill such directorship shall be accomplished in
accordance with the Company's bylaws and applicable law.

            5.4 Board Observer. Subject to the provisions of this Section 5.4:
(i) so long as MCP and its Affiliates own in the aggregate at least 66-2/3% of
the Shares owned by MCP on the date of this Agreement (after giving effect to
the transactions pursuant to the Recapitalization Agreement), such number to be
adjusted for any stock split, combination or similar change with respect to the
Common Stock, (A) a designee of MCP (reasonably acceptable to the Principal
Stockholder) shall have the right to attend all meetings of the Board of
Directors (other than Board of Directors committee meetings) in a nonvoting
observer capacity, to receive notice of such meetings and to receive all
minutes, consents and other materials, financial or otherwise, which the Company
provides to its Board of Directors ("Observer Rights"), (B) MCP shall have
reasonable access during normal business hours to consult and advise the
management of the Company and (C) MCP shall have the right to inspect the books
and records of the Company, at MCP's expense, during normal business hours; and
(ii) so long as UBS and its Affiliates own in the aggregate at least 66-2/3% of
the Shares owned by UBS on the date of this Agreement (after giving effect to
the transactions pursuant to the Recapitalization Agreement), such number to be
adjusted for any stock split, combination or similar change with respect to the
Common Stock, (A) a designee of UBS (reasonably acceptable to the Principal
Stockholder) shall have Observer Rights, (B) UBS shall have reasonable access
during normal business hours to consult and advise the management of the Company
and (C) UBS shall have the right to inspect the books and records of the
Company, at UBS's expense, during normal business hours. In the event that OGF
loses the right to select one nominee to the Board of Directors by reason of a
decline in its Share ownership level as provided above and MCP and UBS each lose
their Observer Rights by reason of a decline in its Share ownership level as
provided above, and OF, MCP and UBS and their respective Affiliates in the
aggregate own at least 33-1/3% of the Shares owned collectively by OF, MCP, UBS
and their respective Affiliates on the date of this Agreement (after giving
effect to the transactions pursuant to the Recapitalization Agreement), such
number to be adjusted for any stock split, combination or similar change with
respect to the Common Stock, such Stockholders shall collectively be entitled to
(A) one designee (reasonably acceptable to the Principal Stockholder) with
Observer Rights, (B) reasonable access during normal business hours to consult
and advise the management of the Company and (C) the right to inspect the books
and records of the Company, at such Stockholders' expense, during normal
business hours. The Company may require as a condition precedent to granting
Observer Rights under this Section 5.4 that each person proposing to attend any
meeting of the Board of Directors and


                                       19
<PAGE>   23
each person to have access to any of the information provided by the Company to
the Board of Directors shall agree to hold in confidence and trust and to act in
a fiduciary manner with respect to all information so received during such
meetings or otherwise.

            6. After-Acquired Securities. All of the provisions of this
Agreement shall apply to all of the Shares now owned or that may be issued or
transferred hereafter to a Stockholder in consequence of any additional
issuance, purchase, exchange or reclassification of any of the Shares (including
without limitation, upon the exercise of any option or warrant), corporate
reorganization, or any other form of recapitalization, consolidation, merger,
share split or share dividend, or that are acquired by a Stockholder in any
other manner (including investments convertible or exerciseable for or
exchangeable into Shares).

            7. Stock Certificate Legend. A copy of this Agreement shall be filed
with the Secretary of the Company and kept with the records of the Company. Each
certificate representing Shares now held or hereafter acquired by any
Stockholder shall, for as long as this Agreement is effective, bear legends
substantially in the following forms:

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR PURSUANT TO A
WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED.

            THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER
DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS' AGREEMENT,
DATED AS OF NOVEMBER 14, 2000 (THE "STOCKHOLDERS' AGREEMENT"), AMONG
TRAVELCENTERS OF AMERICA, INC. (THE "COMPANY"), OAK HILL CAPITAL PARTNERS, L.P.,
OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P. AND CERTAIN OTHER PARTIES, A COPY OF
WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT
REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND
UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE
STOCKHOLDERS' AGREEMENT.

            8. Miscellaneous.

            8.1 Notices. All notices or other communications required or
permitted hereunder shall be in writing and shall be delivered personally,
telecopied or sent by certified, registered or express mail, postage prepaid.
Any such notice shall be deemed given when so delivered personally, telecopied
or sent by certified, registered or express mail or, if mailed, five days after
the date of deposit in the United States mail, as follows:

            (a)   if to the Company:


                                       20
<PAGE>   24
                  TravelCenters of America, Inc.
                  24601 Center Ridge Road
                  Suite 200
                  Westlake, Ohio 44145-5634
                  Attention: Edwin P. Kuhn, President
                  Facsimile:  (440) 808-3301

                  and to:

                  TravelCenters of America, Inc.
                  24601 Center Ridge Road
                  Suite 200
                  Westlake, Ohio 44145-5634
                  Attention: General Counsel
                  Facsimile:  (440) 808-3301

                  with a copy to:

                  Calfee, Halter & Griswold LLP
                  Suite 1400
                  800 Superior Avenue
                  Cleveland, Ohio 44114
                  Attention:  Philip M. Dawson, Esq.
                  Facsimile:  (216) 241-0816

            (b)   if to OHCP or OHCMP:

                  Oak Hill Capital Partners, L.P.
                  201 Main Street
                  Fort Worth, Texas 76102
                  Attention:  Ray Pinson/John R. Monsky
                  Facsimile:  (817) 339-7350

                  and

                  Oak Hill Capital Management Partners, L.P.
                  201 Main Street
                  Fort Worth, Texas 76102
                  Attention:  Ray Pinson/John R. Monsky
                  Facsimile:  (817) 339-7350

                  with a copy to:

                  Simpson Thacher & Bartlett
                  425 Lexington Avenue
                  New York, New York 10017
                  Attention:  William E. Curbow, Esq.
                  Facsimile:  (212) 455-2502

            (c)   if to OGF:


                                       21
<PAGE>   25
                  Olympus Growth Fund III, L.P.
                  Metro Center
                  1 Station Place
                  Stamford, Connecticut 06902
                  Attention: Louis J. Mischianti
                  Facsimile:  (203) 353-5910

                  with a copy to:

                  Dewey Ballantine LLP
                  1301 Avenue of the Americas
                  New York, New York 10017
                  Attention: Richard A. Stenberg, Esq.
                  Facsimile:  (212) 259-6333

            (d)   if  to MCEP or MCPEF:

                  Monitor Clipper Partners, L.P.
                  2 Canal Park
                  Cambridge, Massachusetts  02141
                  Attention:  Travis Metz
                  Facsimile:  (617) 252-2211

                  with a copy to:

                  Dewey Ballantine LLP
                  1301 Avenue of the Americas
                  New York, New York 10017
                  Attention: Richard A. Stenberg, Esq.
                  Facsimile:  (212) 259-6333

            (e)   if  to UBS:

                  UBS Capital Americas II, LLC
                  299 Park Avenue
                  New York, New York 10071
                  Attention:  Michael Greene
                  Facsimile:  (212) 821-6333

                  with a copy to:

                  Dewey Ballantine LLP
                  1301 Avenue of the Americas
                  New York, New York 10017
                  Attention: Richard A. Stenberg, Esq.
                  Facsimile:  (212) 259-6333


                                       22
<PAGE>   26
            (f)   if to LFG or CSFBC:

                  Eleven Madison Avenue
                  New York, New York 10010
                  Attention:  Geoffrey Manna
                  Facsimile:  (212) 325-8018

            (g)   if to Freightliner:

                  Freightliner LLC
                  P.O. Box 3849
                  Portland, Oregon 97208-3842
                  Attention:  James L. Hebe
                  Facsimile:  (503) 735-5999

                  or:

                  Freightliner LLC
                  4747 North Channel Avenue
                  Portland, Oregon 97217
                  Attention:  James L. Hebe
                  Facsimile:  (503) 735-5999

            (h) if to any Management Stockholder, at his or her last known
address appearing in the books and records of the Company.

            Any party may, by notice given in accordance with this Section 8.1,
designate another address or person for receipt of notices hereunder.

            8.2 Amendment and Waiver.

                  8.2.1 No failure or delay on the part of any party hereto in
exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to the parties
hereto at law, in equity or otherwise.

                  8.2.2 Any amendment, supplement or modification of or to any
provision of this Agreement, any waiver of any provision of this Agreement, and
any consent to any departure by any party from the terms of any provision of
this Agreement, shall be effective against a Stockholder only if it is made or
given in writing and signed by such Stockholder.

            8.3 Specific Performance. The parties hereto intend that each of the
parties has the right to seek damages or specific performance in the event that
any other party hereto fails to perform such party's obligations hereunder.
Therefore, if any party shall institute any action or proceeding to enforce the
provisions hereof, any party against whom such action or proceeding is brought
hereby waives any claim or defense therein that the plaintiff party has an
adequate remedy at law.


                                       23
<PAGE>   27
            8.4 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            8.5 Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.

            8.6 Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein or therein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

            8.7 Term of Agreement. This Agreement shall become effective upon
the execution hereof and (other than Sections 4, 6 and 8) shall terminate upon
the earlier of the IPO Effectiveness Date and ten years from the date hereof.

            8.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.

            8.9 Consent to Jurisdiction and Service of Process. Any claim
arising out of or relating to this Agreement shall be instituted in Federal or
State court in the State of Delaware (unless personal or subject matter
jurisdiction cannot be obtained therein), and each party agrees not to assert,
by way of motion, as a defense or otherwise, in any such claim, that it is not
subject personally to the jurisdiction of such court, that the claim is brought
in an inconvenient forum, that the venue of the claim is improper or that this
Agreement or the subject matter hereof may not be enforced in or by such court.
Each party further irrevocably submits to the jurisdiction of such courts in any
such claim. Any and all service of process and any other notice in any such
claim shall be effective against any party if given personally or by registered
or certified mail, return receipt requested, or by any other means of mail that
requires a signed receipt, postage prepaid, mailed to such party as herein
provided. Nothing herein contained shall be deemed to affect the right of any
party to serve process in any manner permitted by law or to commence legal
proceedings or otherwise against any other party in any other jurisdiction.

            8.10 Further Assurances. Each of the parties shall, and shall cause
their respective Affiliates to, execute such instruments and take such action as
may be reasonably required or desirable to carry out the provisions hereof and
the transactions contemplated hereby.

            8.11 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective permitted
successors and assigns. Unless otherwise specifically provided for herein, this
Agreement is not assignable except in connection with a transfer of Shares in
accordance with this Agreement.


                                       24
<PAGE>   28
            8.12 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.


                                       25
<PAGE>   29
            IN WITNESS WHEREOF, the undersigned have executed, or have caused to
be executed, this Agreement on the date first written above.


                                    TRAVELCENTERS OF AMERICA, INC.

                                    By: /s/ James W. George
                                        ________________________________
                                        Name: James W. George
                                        Title: Senior Vice President and
                                               Chief Financial Officer


                                    OAK HILL CAPITAL PARTNERS, L.P.

                                    By:  OHCP GenPar, L.P., its General Partner

                                    By:  OHCP MGP, LLC, its General Partner

                                    By: /s/ Steve Gruber
                                        ________________________________
                                        Name: Steve Gruber
                                        Title:


                                    OAK HILL CAPITAL MANAGEMENT
                                    PARTNERS, L.P.

                                    By:  OHCP GenPar, L.P., its General Partner

                                    By:  OHCP MGP, LLC, its General Partner

                                    By: /s/ Steve Gruber
                                        ________________________________
                                        Name: Steve Gruber
                                        Title:


                                       26
<PAGE>   30
                                    OLYMPUS GROWTH FUND III, L.P.

                                    By:  O.G.P. III, L.P., its General Partner

                                    By:  LJM, LLC, its General Partner

                                    By:    /s/ Louis J. Mischianti
                                          ------------------------------------
                                    Name:  Louis J. Mischianti
                                    Title: Managing Member


                                    OLYMPUS EXECUTIVE FUND, L.P.

                                    By:  O.G.P. III, L.P., its General Partner

                                    By:  LJM, LLC, its General Partner

                                    By:    /s/ Louis J. Mischianti
                                          ------------------------------------
                                    Name:  Louis J. Mischianti
                                    Title: Managing Member


                                    MONITOR CLIPPER EQUITY PARTNERS, L.P.

                                    By:  Monitor Clipper Partners, L.P., its
                                            General Partner

                                    By:  MCP GP, Inc., its General Partner

                                    By:    /s/ Bill Young
                                          ------------------------------------
                                    Name:  Bill Young
                                    Title: Managing Director


                                    MONITOR CLIPPER EQUITY PARTNERS
                                    (FOREIGN), L.P.

                                    By:  Monitor Clipper Partners, L.P., its
                                            General Partner

                                    By:  MCP GP, Inc., its General Partner

                                    By:    /s/ Bill Young
                                          ------------------------------------
                                    Name:  Bill Young
                                    Title: Managing Director



                                       27
<PAGE>   31
                                    UBS CAPITAL AMERICAS II, LLC

                                    By:  UBS Capital Americas (NA-Advisor), LLC

                                    By: /s/ Michael Greene
                                       __________________________________
                                    Name: Michael Greene
                                    Title: Partner

                                    By: /s/ George A. Duarte
                                       __________________________________
                                    Name: George A. Duarte
                                    Title: Partner


                                    CREDIT SUISSE FIRST BOSTON LFG HOLDINGS
                                      2000, L.P.

                                    By:  Merchant Capital, Inc., its General
                                     Partner

                                    By: /s/ Edward Nadel
                                       ________________________________
                                    Name: Edward Nadel
                                    Title: vice President


                                    CREDIT SUISSE FIRST BOSTON CORPORATION

                                    By: /s/ Bryce Lee
                                       ________________________________
                                    Name: Bryce Lee
                                    Title: Managing Director


                                    FREIGHTLINER LLC

                                    By: /s/ John Pangborn
                                       ________________________________
                                    Name: John Pangborn
                                    Title: Senior Vice President

                                    /s/ Edwin P. Kuhn
                                    _________________________________
                                    Edwin P. Kuhn

                                    /s/ James W. George
                                    _________________________________
                                    James W. George

                                    /s/ Timothy L. Doane
                                    _________________________________
                                    Timothy L. Doane

                                    /s/ Michael H. Hinderliter
                                    _________________________________
                                    Michael H. Hinderliter


                                       28
<PAGE>   32
                                    /s/ Steven C. Lee
                                    _________________________________
                                    Steven C. Lee

                                    /s/ Larry W. Dockray
                                    _________________________________
                                    Larry W. Dockray

                                    /s/ Ara A. Bagdasarian
                                    _________________________________
                                    Ara A. Bagdasarian

                                    /s/ Ivan W. Wagner
                                    _________________________________
                                    Ivan W. Wagner

                                    /s/ William A. Bartkus
                                    _________________________________
                                    William A. Bartkus

                                    /s/ Joseph P. Vainner
                                    _________________________________
                                    Joseph P. Vainner

                                    /s/ Joseph A. Szima
                                    _________________________________
                                    Joseph A. Szima

                                    /s/ Thomas A. Buchas
                                    _________________________________
                                    Thomas A. Buchas

                                    /s/ Michael G. Weathers
                                    _________________________________
                                    Michael G. Weathers

                                    /s/ Peter P. Greene
                                    _________________________________
                                    Peter P. Greene

                                    /s/ Peter P. Ward
                                    _________________________________
                                    Peter P. Ward

                                    /s/ George E. Strickland
                                    _________________________________
                                    George E. Strickland


                                       29
<PAGE>   33
                                    /s/ L. Kirk French
                                    _________________________________
                                    L. Kirk French

                                    /s/ Daniel T. McHenry
                                    _________________________________
                                    Daniel T. McHenry

                                    /s/ Thomas C. Jennings
                                    _________________________________
                                    Thomas C. Jennings

                                    /s/ John G. Smith
                                    _________________________________
                                    John G. Smith

                                    /s/ Kenneth E. Donner
                                    _________________________________
                                    Kenneth E. Donner


                                       30