<PAGE>

                                                                   EXHIBIT 3.3

                     RESTATED CERTIFICATE OF INCORPORATION

                                      of

                             TA OPERATING CORPORATION

    This Restated Certificate of Incorporation of TA Operating Corporation
was duly adopted in accordance with the provisions of Sections 242 and 245 of
the Delaware General Corporation Law.  The original Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware
on July 8, 1993 under the name T.S. Network Corp.  A Restated Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware
on December 10, 1993, under the name TA Operating Corporation.  A further
Restated Certificate of Incorporation was filed with the Secretary of State
of the State of Delaware on March 25, 1997, under the name TA Operating
Corporation.

    1.   NAME.  The name of the corporation is TA Operating Corporation (the
"Corporation").

    2.   ADDRESS; REGISTERED OFFICE AND AGENT.  The address of the
Corporation's registered office is 1209 Orange Street, City of Wilmington,
County of New Castle, State of Delaware; and its registered agent at such
address is The Corporation Trust Company.

    3.   PURPOSES.  The purpose of the Corporation is to engage in, carry on
and conduct any lawful act or activity for which corporations may be
organized under the Delaware General Corporation Law.

    4.   NUMBER OF SHARES.  The total number of shares of stock that the
Corporation shall have authority to issue is: one thousand (1,000), all of
which shall be

<PAGE>

shares of Common Stock of the par value of one cent ($.01) each.  Each such
share shall be entitled to one vote per share.

    5.   ELECTION OF DIRECTORS.  Members of the Board of Directors may be
elected either by written ballot or by voice vote.

    6.   LIMITATION OF LIABILITY.  No Director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a Director, except for liability (a) for any
breach of the Director's duty of loyalty to the Corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under Section 174
of the Delaware General Corporation Law or (d) for any transaction from which
the Director derived any improper personal benefits.

    Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
Director of the Corporation existing at the time of such repeal or
modification.


                                       2
<PAGE>

    7.   INDEMNIFICATION.

         7.1  To the extent not prohibited by law, the Corporation shall
indemnify any person who is or was made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the
Corporation to procure a judgment in its favor, by reason of the fact that
such person, or a person of whom such person is the legal representative, is
or was a director or officer of the Corporation, or at the request of the
Corporation, is or was serving as a director or officer of any other
corporation or in a capacity with comparable authority or responsibilities
for any partnership, joint venture, trust, employee benefit plan or other
enterprise (an "Other Entity"), against judgments, fines, penalties, excise
taxes, amounts paid in settlement and costs, charges and expenses (including
attorneys' fees, disbursements and other charges).  Persons who are not
directors or officers of the Corporation (or otherwise entitled to
indemnification pursuant to the preceding sentence) may be similarly
indemnified in respect of service to the Corporation or to an Other Entity at
the request of the Corporation to the extent the Board at any time specifies
that such persons are entitled to the benefits of this Section 7.

                                       3

<PAGE>

         7.2  The Corporation shall, from time to time, reimburse or advance
to any Director or officer or other person entitled to indemnification
hereunder the funds necessary for payment of expenses, including attorneys'
fees and disbursements, incurred in connection with any Proceeding, in
advance of the final disposition of such Proceeding; PROVIDED, HOWEVER, that,
if required by the Delaware General Corporation Law, such expenses incurred
by or on behalf of any Director or officer or other person may be paid in
advance of the final disposition of a Proceeding only upon receipt by the
Corporation of an undertaking, by or on behalf of such Director or officer
(or other person indemnified hereunder), to repay any such amount so advanced
if it shall ultimately be determined by final judicial decision from which
there is no further right of appeal that such Director, officer or other
person is not entitled to be indemnified for such expenses.

         7.3  The rights to indemnification and reimbursement or advancement
of expenses provided by, or granted pursuant to, this Section 7 shall not be
deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Certificate of Incorporation,
the By-laws of the Corporation (the "By-laws"), any agreement, any vote of
stockholders or disinterested Directors or otherwise, both as to action in
his or her official capacity and as to action in another capacity while
holding such office.

                                       4
<PAGE>

         7.4  The rights to indemnification and reimbursement or advancement
of expenses provided by, or granted pursuant to, this Section 7 shall
continue as to a person who has ceased to be a Director or officer (or other
person indemnified hereunder) and shall inure to the benefit of the
executors, administrators, legatees and distributees of such person.

         7.5  The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of an Other Entity,
against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as such,
whether or not the Corporation would have the power to indemnify such person
against such liability under the provisions of this Section 7, the By-laws or
under Section 145 of the Delaware General Corporation Law or any other
provision of law.

         7.6  The provisions of this Section 7 shall be a contract between
the Corporation, on the one hand, and each Director and officer who serves in
such capacity at any time while this Section 7 is in effect and any other
person indemnified hereunder, on the other hand, pursuant to which the
Corporation and each such Director, officer, or other person intend to be
legally bound.  No repeal or modification of this Section 7 shall affect any
rights or obligations with respect to any state of facts then or

                                       5

<PAGE>

theretofore existing or thereafter arising or any proceeding theretofore or
thereafter brought or threatened based in whole or in part upon any such
state of facts.

         7.7  The rights to indemnification and reimbursement or advancement
of expenses provided by, or granted pursuant to, this Section 7 shall be
enforceable by any person entitled to such indemnification or reimbursement
or advancement of expenses in any court of competent jurisdiction.  The
burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation.  Neither the
failure of the Corporation (including its Board of Directors, its independent
legal counsel and its stockholders) to have made a determination prior to the
commencement of such action that such indemnification or reimbursement or
advancement of expenses is proper in the circumstances nor an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel and its stockholders) that such person is not
entitled to such indemnification or reimbursement or advancement of expenses
shall constitute a defense to the action or create a presumption that such
person is not so entitled.  Such a person shall also be indemnified for any
expenses incurred in connection with successfully establishing his or her
right to such indemnification or reimbursement or advancement of expenses, in
whole or in part, in any such proceeding.

                                       6
<PAGE>

         7.8  Any Director or officer of the Corporation serving in any
capacity (a) another corporation of which a majority of the shares entitled
to vote in the election of its directors is held, directly or indirectly, by
the Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

         7.9  Any person entitled to be indemnified or to reimbursement or
advancement of expenses as a matter of right pursuant to this Section 7 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time
of the occurrence of the event or events giving rise to the applicable
Proceeding, to the extent permitted by law, or on the basis of the applicable
law in effect at the time such indemnification or reimbursement or
advancement of expenses is sought. Such election shall be made, by a notice
in writing to the Corporation, at the time indemnification or reimbursement
or advancement of expenses is sought; PROVIDED, HOWEVER, that if no such
notice is given, the right to indemnification or reimbursement or advancement
of expenses shall be determined by the law in effect at the time
indemnification or reimbursement or advancement of expenses is sought.

    8.   AMENDMENT AND/OR REPEAL OF BY-LAWS. The Board may from time to time
adopt, amend or repeal the By-laws; PROVIDED, HOWEVER, that any By-laws
adopted or amended by the Board may be amended or repealed, and any By-laws
may be adopted,

                                       7
<PAGE>

by a vote of the stockholders having at least a majority in voting power of
the then issued and outstanding shares of capital stock of the Corporation.

         WITNESS the signature of this Certificate this 27th day of March,
1998.

                                 /s/ EDWIN P. KUHN
                                 ------------------------------------
                                 Name:  Edwin P. Kuhn
                                 Title:   President and Chief Executive Officer


                                       8