EXHIBIT 10.15 [LETTERHEAD OF THE CLIPPER GROUP, L.P.] April 12, 1993 National Auto/Truckstops Holdings Corporation National Auto/Truckstops, Inc. 1650 East Golf Road Schaumburg, IL 60196 Dear Sirs: This letter confirms our agreement that The Clipper...

                                                                   EXHIBIT 10.15



                   [LETTERHEAD OF THE CLIPPER GROUP, L.P.]






April 12, 1993


National Auto/Truckstops Holdings Corporation
National Auto/Truckstops, Inc.
0000 Xxxx Xxxx Xxxx
Xxxxxxxxxx, XX  00000

Dear Sirs:

            This letter confirms our agreement that The Clipper Group, L.P. and
Clipper Management Partners, L.P. (collectively, "Clipper") have been engaged by
National Auto/Truckstops Holdings Corporation ("Holdings") and National
Auto/Truckstops, Inc. ("National") to act as their exclusive financial advisors,
upon the terms and subject to the conditions set forth herein.

            In connection with such engagement, if requested by National or
Holdings from time to time during the term hereof, Clipper shall, if it
determines in its discretion that it is willing and able to do so, provide
financial advisory services to National and Holdings, including, but not limited
to:

            (i)   analysis of the business, operations, financial condition and
                  future prospects of National;

            (ii)  advice to National and Holdings with respect to strategy and 
                  tactics to be employed in future transactions;

            (iii) strategic and financial planning;

            (iv)  advice relating to analysis and financing of future 
                  investments;

            (v)   advice relating to future mergers, sales of assets or 
                  recapitalization;

            (vi)  advice regarding public or private debt or equity financings,
                  including the selection of underwriters or placement agents;

            (vii) analysis of acquisition candidates and the arranging of 
                  financing necessary to effect such acquisitions; and





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            (viii) analysis of divestitures or other such material transactions.

            If Clipper shall determine to perform any such services, Holdings
and National shall compensate Clipper for such services at such rates as Clipper
shall establish from time to time, consistent with those rates customarily
charged at the time by nationally recognized investment banking firms for
similar services.

            If Clipper shall determine that it is not willing or able to perform
any such services, Holdings and National may retain another independent
investment banking firm to provide the requested services. In all other
circumstances, Clipper shall be the exclusive financial advisor to Holdings and
National.

            Upon consummation of National's acquisition of the assets of
Unocal's Auto/Truckstops network (the "Acquisition"), Holdings will pay to
Clipper a fee of $1,144,437.50 for Clipper's services in arranging and
negotiating debt and equity financing for the Acquisition. The above-mentioned
fee represents 0.5% of the capital raised in connection with the Acquisition
other than capital raised with respect to Holdings' Class A common stock.

            In partial consideration for entering into this agreement, National
and Holdings will reimburse Clipper for all of its out-of-pocket expenses
(including, without limitation, the fees and expenses of its legal counsel)
incurred in connection with the Acquisition and related financing (including,
without limitation, the formation of investment partnerships). Holdings and
National will also indemnify Clipper pursuant to a letter agreement to be
entered into separately, a copy of which is attached as Exhibit A to this
letter.

            This agreement will continue from the date hereof until such time as
of Clipper and its affiliates, including the Clipper managed partnerships, no
longer own, in the aggregate, 5% or more of the equity securities of National or
Holdings.

            Please confirm that the foregoing is in accordance with your
understanding by signing and returning the enclosed duplicate of this letter.

Sincerely,

The Clipper Group, L.P.
Clipper Management Partners, L.P.

By:     /s/ Xxxx X. Xxxxxxxx
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Name:   Xxxx X. Xxxxxxxx
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Title:  Treasurer
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Accepted and Agreed to:

National Auto/Truckstops Holdings Corporation


By:     /s/ Xxxxx Xxxxxxxxx
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Name:   Xxxxx Xxxxxxxxx
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Title:  Vice President and Assistant Secretary
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National Auto/Truckstops, Inc.


By:     /s/ Xxxxx Xxxxxxxxx
       ----------------------------------------
Name:   Xxxxx Xxxxxxxxx
       ----------------------------------------
Title:  Vice President and Assistant Secretary
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