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CERTIFICATE OF MERGER OF NATIONAL AUTO/TRUCKSTOPS, INC. AND TA OPERATING CORPORATION It is hereby certified that: STATV OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 1111412000 001571531 - 2342992 200100855 1. The constituent business corporations participating in the merger herein certified are: (i) National Auto /Truckstops, Inc., which is incorporated under the laws of the State of Delaware ( "National "); and (ii) TA Operating Corporation, which is incorporated under the laws of the State of Delaware ( "TAOC "). 2. An Agreement and Plan of Merger, dated November 9, 2000 (the "Merger Agreement"), between National and TAOC setting for the terms of the merger of National with and into TAOC (the "Merger ") has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in the manner as is provided in Section 251 of the General Corporation Law of the State of Delaware. 3. The surviving corporation in the Merger is TAOC, which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the General Corporation Law of the State of Delaware. 4. The Certificate of Incorporation of TAOC, as now in force and effect, shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the General Corporation Law of the State of Delaware. 5. The executed Merger Agreement is on file at the principal place of business of the aforesaid surviving corporation, the address of which is as follows: 24601 Center Ridge Road, Suite 200, Westlake, Ohio 44145 -5634. 6. A copy of the aforesaid Merger Agreement will be furnished by the TAOC, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations. [Signature Page Follows] jJM1605.D0C,1 }