TA DELAWARE, INC.

FORM S-3

S-3

SUBORDINATED NOTES AGREEMENT

EX-1.1

CERT. OF AMEND TO AMENDED/RESTATED CERT.

EX-4.3

EXHIBIT 4-5

EX-4.5

EXHIBIT 4-6

EX-4.6

EXHIBIT 5-1

EX-5.1

EXHIBIT 12-1

EX-12.1

EXHIBIT 23-1

EX-23.1

EXHIBIT 25-1

EX-25.1