EXHIBIT 10.16 [LETTERHEAD OF THE CLIPPER GROUP, L.P.] December 10, 1993 National Auto/Truckstops Holdings Corporation National Auto/Truckstops, Inc. 3100 West End Avenue Suite 200 P.O. Box 76 Nashville, TN 37202-0076 Dear Sirs: Reference is made to...

                                                                   EXHIBIT 10.16




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




December 10, 1993

National Auto/Truckstops Holdings Corporation
National Auto/Truckstops, Inc.
0000 Xxxx Xxx Xxxxxx
Xxxxx 000
P.O. Box 76
Nashville, TN  37202-0076

Dear Sirs:

Reference is made to the letter agreement between (i) The Clipper Group, L.P.
and Clipper Management Partners, L.P. (together, "Clipper"), and (ii) National
Auto/Truckstops Holdings ("Holdings") and National Auto/Truckstops, Inc.
("National"), dated April 12, 1993 (the "Agreement"), pursuant to which Xxxxxxx
has been engaged to act as exclusive financial advisor to Holdings and National.

In connection with the acquisition by Holdings of the truckstop network of
Truckstops of America (the "TA Acquisition"), and the granting of the option
described below, Holdings has requested an amendment to the Agreement for the
sole purpose of obtaining a limited waiver of Clipper's right to act as
exclusive financial advisor to Holdings with respect to the matters specified
below.

Accordingly, Clipper hereby waives its right to act as exclusive financial
advisor to Holdings for the sole and limited purpose of permitting the Board of
Directors of Holdings or the Repurchase Committee thereof to engage any other
financial advisor to advise on behalf of Holdings exclusively with respect to
the financing of the exercise and consummation by Holdings of the Repurchase
Option (as such term is defined in the Repurchase Agreement, dated as of
December 10, 1993, by and among Holdings and the other persons named therein.)

In addition, this will confirm that if the Repurchase Option is consummated, the
Agreement will terminate except for the provisions regarding fees, expenses and
indemnification.

Holdings, National and Clipper entered into a separate indemnification
agreement, which agreement was attached as Exhibit A to the Agreement (the
"Indemnification Agreement"). Holdings, National and Clipper now wish to amend
and restate the Indemnification Agreement in its entirety, a copy of which
amendment is attached hereto and supersedes in its entirety the Indemnification
Agreement.







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This amendment shall be governed by the laws of the State of New York (without
regard to its conflicts of law provisions) as to all matters, including but not
limited to matters of validity, construction, effect, performance and remedies.

This amendment to the Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

Except as expressly amended or waived hereby, all other terms and provisions of
the Agreement shall remain in full force and effect.

Please confirm your agreement with the foregoing by signing and returning the
enclosed counterpart of this letter.

Sincerely,

THE CLIPPER GROUP, L.P.
CLIPPER MANAGEMENT PARTNERS, L.P.


By: /s/ Xxxxx X. Xxxxxxxxxx
   -------------------------------------
Name:  Xxxxx X. Xxxxxxxxxx
     -----------------------------------
Title: 
      ----------------------------------

Accepted and Agreed to:

NATIONAL AUTO/TRUCKSTOPS HOLDINGS CORPORATION

By: /s/ Xxxxx X. Xxxxxxxxxx
   -------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
     -----------------------------------
Title: Secretary
      ----------------------------------


NATIONAL AUTO/TRUCKSTOPS, INC.

By: /s/ Xxxxx X. Xxxxxxxxxx
   -------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
     -----------------------------------
Title: Secretary
      ----------------------------------









                                                                     Exhibit A




                                                December 10, 1993



The Clipper Group, L.P.
Clipper Capital Partners, L.P.
00 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

Gentlemen:

            In connection with your engagement to advise and assist us with the
acquisition of Unocal's Auto/Truckstop network, we hereby agree to indemnify and
hold harmless The Clipper Group, L.P. and Clipper Capital Partners, L.P.
(collectively, "Clipper") and its affiliates, the respective directors,
officers, partners, agents and employees of Clipper and its affiliates and each
other person, if any, controlling Clipper or any of its affiliates, to the full
extent lawful, from and against all losses, claims, damages, liabilities and
expenses incurred by them (including fees and disbursements of counsel) which
(A) are related to or arise out of (i) actions taken or omitted to be taken
(including any untrue statements made or any statements omitted to be made) by
the Company or (ii) actions taken or omitted to be taken by an indemnified
person with our consent or in conformity with our actions or omissions or (B)
are otherwise related to or arise out of Clipper's activities on our behalf
under Xxxxxxx's engagement, and we will reimburse Clipper and any other person
indemnified hereunder for all expenses (including fees and disbursements of
counsel) as they are incurred by Clipper or such other indemnified person in
connection with investigating, preparing or defending any such action or claim
whether or not in connection with pending or threatened litigation in which
Clipper or any other indemnified person is a party. We will not be responsible,
however, for any losses, claims, damages, liabilities or expenses pursuant to
clause (B) of the preceding sentence which are finally judicially determined to
have resulted exclusively from the willful misconduct or gross negligence of the
person seeking indemnification hereunder. We also agree that neither Clipper,
nor any of its affiliates, nor any director, officer, partner agent or employee
of Clipper or any of its affiliates, nor any person controlling Clipper or any
of its affiliates, shall have any liability to us for or in connection with such
engagement except for such liability for losses, claims, damages, liabilities or
expenses incurred by us which is finally judicially determined to have resulted
exclusively from Clipper's willful misconduct or gross negligence. We further
agree that we will not, without the prior written consent of Clipper, settle or
compromise or consent to the entry of any judgment in any pending or threatened
claim, action, suit or proceeding in respect of which indemnification may be
sought hereunder (whether or not Clipper or any indemnified person is an actual
or potential party to such claim,






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action, suit or proceeding) unless such settlement, compromise or consent
includes an unconditional release of Clipper and each other indemnified person
hereunder from all liability arising out of such claim, action, suit or
proceeding.

            Promptly after receipt by an indemnified person of notice of any
complaint or the commencement of any action or proceeding with respect to which
indemnification is being sought hereunder, such person will notify us in writing
of such complaint or of the commencement of such action or proceeding, but
failure so to notify us will not relieve us from any liability which we may have
hereunder or otherwise, except to the extent that such failure materially
prejudices our rights. If we do elect or are requested by such indemnified
person, we will assume the defense of such action or proceeding, including the
employment of counsel reasonably satisfactory to Clipper and the payment of the
fees and disbursements of such counsel. In the event, however, such indemnified
person reasonably determines in its judgment that having common counsel would
present such counsel with a conflict of interest or if we fail to assume the
defense of the action or proceeding in a timely manner, then such indemnified
person may employ separate counsel to represent or defend it in any such action
or proceeding and we will pay the fees and disbursements of such counsel
provided, however, that we will not be required to pay the fees and
disbursements of more than one separate counsel for all indemnified persons in
any jurisdiction in any single action or proceeding. In any action or proceeding
the defense of which we assume, the indemnified person will have the right to
participate in such litigation and to retain its own counsel at such indemnified
person's own expense.

            We agree that if any indemnification sought by an indemnified person
pursuant to this letter agreement is held by a court to be unavailable for any
reason other than as specified in the second sentence of the first paragraph of
this letter agreement, we and the indemnified person will contribute to the
losses, claims, damages, liabilities and expenses for which such indemnification
is held unavailable in such proportion as is appropriate to reflect the relative
benefits to us, on the one hand, and Clipper, on the other hand, in connection
with Xxxxxxx's engagement referred to above, subject to the limitation that the
aggregate contribution of all indemnified persons to all losses, claims,
damages, liabilities and expenses with respect to which contribution is
available hereunder will not exceed the amount of fees actually received by
Clipper from us pursuant to Clipper's engagement referred to above. It is hereby
agreed that the relative benefits to us, on the one hand, and the indemnified
person, on the other hand, with respect to Clipper's engagement shall be deemed
to be in the same proportion as (i) the total value paid or proposed to be paid
or received by us or our stockholders, as the case may be, pursuant to the
transaction, whether or not consummated, for which you are engaged to render
financial advisory services bears to (ii) the fee paid or proposed to be paid to
Clipper in connection with such engagement.







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            Our indemnity, reimbursement and contribution obligations under this
letter agreement shall be in addition to any rights that Clipper or any
indemnified person may have at common law or otherwise.

            We hereby consent to personal jurisdiction and service and venue in
any court in which any claim which is subject to this letter agreement is
brought against Clipper or any other indemnified person.

            It is understood that, in connection with Xxxxxxx's above-mentioned
engagement, Clipper may also be engaged to act in one or more additional
capacities, and that the terms of the original engagement or any such additional
engagement may be embodied in one or more separate written agreements. The
provisions of this letter agreement shall apply to the original engagement, any
such additional engagement and any modification of the original engagement or
such additional engagement and shall remain in full force and effect following
the completion or termination of Clipper's engagement(s).

            This Indemnification Agreement, and all of the provisions and
protections hereof, shall survive and remain in full force and effect following
the completion or termination of Clipper's engagement(s), and Clipper's rights,
and the obligations of National Auto/Truckstops Holdings Corporation and
National Auto/Truckstops, Inc. hereunder, shall survive and remain in full force
and effect following the termination of Clipper's engagement for any reason.


Very truly yours,

NATIONAL AUTO/TRUCKSTOPS
  HOLDINGS CORPORATION


By:
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NATIONAL AUTO/TRUCKSTOPS, INC.


By:
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Accepted:

THE CLIPPER GROUP, L.P.


By:
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CLIPPER CAPITAL PARTNERS, L.P.


By:
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