<PAGE>

                                                                   EXHIBIT 10.17
                                                                   -------------

                    AMENDED AND RESTATED SECURITY AGREEMENT
                    ---------------------------------------

     AMENDED AND RESTATED SECURITY AGREEMENT, dated as of June 29, 2001, between
AMERIKING INDIANA, L.P., a Delaware limited partnership ("Indiana LP"), and
FLEET NATIONAL BANK (f/k/a BankBoston, N.A.), a national banking association, as
agent (hereinafter, in such capacity, the "Agent") for itself and other lending
institutions (hereinafter, collectively, the "Banks") which are or may become
parties to the Credit Agreement (as hereinafter defined).

     WHEREAS, National Restaurant Enterprises, Inc. (the "Borrower"), AmeriKing,
Inc. ("AmeriKing"), the Agent and the Banks entered into a Fourth Amended and
Restated Revolving Credit Agreement dated as of December 24, 1998 (as amended
and in effect from time to time, the "Revolver Credit Agreement"), pursuant to
which the Banks, subject to the terms and conditions contained therein, provided
certain financial accommodations to the Borrower; and

     WHEREAS, the Borrower, AmeriKing, the Agent and the Banks entered into an
Acquisition Revolving Credit Agreement dated as of December 24, 1998 (as amended
and in effect from time to time, the "Acquisition Credit Agreement" and
collectively with the Revolver Credit Agreement, the "Existing Credit
Agreements") pursuant to which the Banks, subject to the terms and conditions,
contained therein, provided further financial accommodations to the Borrower;
and

     WHEREAS, in connection with the Existing Credit Agreements, Indiana LP
granted to the Agent, for the benefit of the Agent and the Banks, a security
interest in and lien on all of its assets in order to secure the payment and
performance of all of the Obligations pursuant to a Security Agreement dated as
of December 24, 1998 (as amended and in effect from time to time, the "Existing
Security Agreement"); and

     WHEREAS, in connection with the Existing Credit Agreements, Indiana LP
executed and delivered to the Agent, for the benefit of the Agent and the Banks,
a Guaranty dated as of December 24, 1998 (as amended and in effect from time to
time, the "Guaranty"), pursuant to which Indiana LP guaranteed to the Agent and
the Banks the payment and performance of the Borrower's Obligations to the Banks
and the Agent under or in respect to the Existing Credit Agreements; and

     WHEREAS, the parties to the Existing Credit Agreements and National
Restaurant Enterprises Holding, Inc. ("Holdings") wish to consolidate, amend and
restate the Existing Credit Agreements in their entirety by entering into a
Consolidated Amended and Restated Revolving Credit Agreement, dated as of the
date hereof by and among the Borrower, AmeriKing, Holdings, the Banks and the
Agent (as amended and in effect from time to time, the "Credit Agreement"); and

     WHEREAS, Indiana LP and the Borrower are members of a group of related
entities, the success of either of which is dependent in part on the success of
the other members of such group; and
<PAGE>

                                      -2-

     WHEREAS, Indiana LP is expected to receive substantial direct and indirect
benefits from the making of loans and other extensions of credit to the Borrower
by the Banks pursuant to the Credit Agreement (which benefits are hereby
acknowledged); and

     WHEREAS, Indiana LP has executed and delivered to the Agent, for the
benefit of the Agent and the Banks, an Amended and Restated Guaranty dated as of
the date hereof (as amended and in effect from time to time, the "Indiana LP
Guaranty"), pursuant to which Indiana LP guaranteed to the Agent and the Banks
the payment and performance of the Borrower's Obligations to the Banks and the
Agent under or in respect to the Credit Agreement; and

     WHEREAS, each of Indiana LP and the Agent wishes to continue and reaffirm
the grants of liens and security interests by Indiana LP in favor of the Agent
for the benefit of the Banks and the Agent; and

     WHEREAS, it is a condition precedent to the Agent and the Banks making
loans or otherwise extending credit to the Borrower under the Credit Agreement
that Indiana LP execute and deliver to the Agent, for the benefit of the Banks
and the Agent, an amended and restated security agreement in substantially the
form hereof; and

     WHEREAS, Indiana LP and the Agent now wish to amend and restate in its
entirety the Existing Security Agreement, for the benefit of the Agent and the
Banks as herein provided, which shall amend and restate in its entirety the
Existing Security Agreement, and the Existing Security Agreement shall remain in
force and effect only as set forth herein;

     NOW, THEREFORE, in consideration of the premises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

     1. Definitions.     All capitalized terms used herein without definitions
        -----------
shall have the respective meanings provided therefor in the Credit Agreement.
All terms defined in the Uniform Commercial Code of the Commonwealth of
Massachusetts and used herein shall have the same definitions herein as
specified therein; provided, however, that the term "instrument" shall be such
                   --------  ------
term as defined in Article 9 of the Uniform Commercial Code of such jurisdiction
rather than Article 3.

     2. Grant of Security Interest.
        --------------------------

          2.1. Collateral Granted. Indiana LP (a) hereby ratifies and affirms
               ------------------
     the grants of security interests made pursuant to the Existing Security
     Agreement, and (b) to the extent not covered by clause (a), further grants
     to the Agent, for the benefit of the Banks and the Agent, to secure the
     payment and performance in full of all of the Obligations and of Indiana
     LP's obligations set forth in the Indiana LP Guaranty, a security interest
     in and so pledges and assigns to the Agent, for the benefit of the Banks
     and the Agent,
<PAGE>

                                      -3-

     the following properties, assets and rights of Indiana LP, wherever
     located, whether now owned or hereafter acquired or arising, and all
     proceeds and products thereof (all of the same being hereinafter called the
     "Collateral"):

          All personal and fixture property of every kind and nature including
          without limitation all furniture, fixtures, equipment, raw materials,
          inventory, other goods, accounts, contract rights, rights to the
          payment of money, insurance refund claims and all other insurance
          claims and proceeds, tort claims, chattel paper, documents,
          instruments, securities and other investment property, deposit
          accounts, rights to proceeds of letters of credit and all general
          intangibles including, without limitation, all tax refund claims,
          license fees, patents, patent applications, trademarks, trademark
          applications, trade names (other than trademarks and trade names owned
          by Burger King Corporation and licensed to Indiana LP), copyrights,
          copyright applications, rights to sue and recover for past
          infringement of patents, trademarks and copyrights, computer programs,
          computer software, engineering drawings, service marks, customer
          lists, goodwill, and all licenses, permits, franchise agreements,
          agreements of any kind or nature pursuant to which Indiana LP
          possesses, uses or has authority to possess or use property (whether
          tangible or intangible) of others or others possess, use or have
          authority to possess or use property (whether tangible or intangible)
          of Indiana LP, and all recorded data of any kind or nature, regardless
          of the medium of recording including, without limitation, all
          software, writings, plans, specifications and schematics.

          2.2. Delivery of Instruments, etc.
               ----------------------------

               (a)  Pursuant to the terms hereof, Indiana LP has endorsed,
          assigned and delivered to the Agent all negotiable or non-negotiable
          instruments, certificated securities and chattel paper pledged by it
          hereunder, together with instruments of transfer or assignment duly
          executed in blank as the Agent may have specified.  In the event that
          Indiana LP shall, after the date of this Agreement, acquire any other
          negotiable or non-negotiable instruments, certificated securities or
          chattel paper to be pledged by it hereunder, Indiana LP shall
          forthwith endorse, assign and deliver the same to the Agent,
          accompanied by such instruments of transfer or assignment duly
          executed in blank as the Agent may from time to time specify.

               (b)  To the extent that any securities now or hereafter acquired
          by Indiana LP are uncertificated and are issued to Indiana LP or its
          nominee directly by the issuer thereof, Indiana LP shall cause the
          issuer to note on its books the security interest of the Agent in such
          securities and shall cause the issuer, pursuant to an agreement in
          form and substance satisfactory to the Agent, to agree to comply with
          instructions from the Agent as to such securities, without
<PAGE>

                                      -4-

          further consent of Indiana LP or such nominee. To the extent that any
          securities, whether certificated or uncertificated, or other
          investment property now or hereafter acquired by Indiana LP are held
          by Indiana LP or its nominee through a securities intermediary or
          commodity intermediary, Indiana LP shall, at the request of the Agent,
          use reasonable efforts to cause such securities intermediary or (as
          the case may be) commodity intermediary, pursuant to an agreement in
          form and substance satisfactory to the Agent, to agree to comply with
          entitlement orders or other instructions from the Agent to such
          securities intermediary as to such securities or other investment
          property, or (as the case may be) to apply any value distributed on
          account of any commodity contract as directed by the Agent to such
          commodity intermediary, without further consent of Indiana LP or such
          nominee. The Agent agrees with Indiana LP that the Agent shall not
          give any such entitlement orders or instructions or directions to any
          such issuer, securities intermediary or commodity intermediary unless
          an Event of Default has occurred and is continuing and the Agent has
          elected to exercise its rights and remedies as contemplated by (S)14.

               (c)  To the extent that Indiana LP is a beneficiary under any
          written letter of credit now or hereafter issued in favor of Indiana
          LP, Indiana LP shall deliver such letter of credit to the Agent.  The
          Agent shall from time to time, at the request and expense of Indiana
          LP, make such arrangements with Indiana LP as are in the Agent's
          reasonable judgment necessary and appropriate so that Indiana LP may
          make any drawing to which Indiana LP is entitled under such letter of
          credit, without impairment of the Agent's perfected security interest
          in Indiana LP's rights to proceeds of such letter of credit or in the
          actual proceeds of such drawing.  At the Agent's request, Indiana LP
          shall, for any letter of credit, whether or not written, now or
          hereafter issued in favor of Indiana LP as beneficiary, execute and
          deliver to the issuer and any confirmer of such letter of credit an
          assignment of proceeds form, in favor of the Agent and satisfactory to
          the Agent and such issuer or (as the case may be) such confirmer,
          requiring the proceeds of any drawing under such letter of credit to
          be paid directly to the Agent for application as provided in the
          Credit Agreement.

          2.3. Excluded Collateral. Notwithstanding the foregoing provisions
               -------------------
     of this (S)2, such grant of security interest shall not extend to, and the
     term "Collateral" shall not include, any chattel paper and general
     intangibles which are now or hereafter held by Indiana LP as licensee,
     lessee or otherwise, to the extent that (a) such chattel paper and general
     intangibles are not assignable or capable of being encumbered as a matter
     of law or under the terms of the license, lease or other agreement
     applicable thereto (but solely to the extent that any such restriction
     shall be enforceable under applicable law), without the consent of the
     licensor or lessor thereof or other
<PAGE>

                                      -5-

     applicable party thereto and (b) such consent has not been obtained;
     provided, however, that the foregoing grant of security interest shall
     --------  -------
     extend to, and the term "Collateral" shall include, (i) any and all
     proceeds of such chattel paper and general intangibles to the extent that
     the assignment or encumbering of such proceeds is not so restricted and
     (ii) upon any such licensor, lessor or other applicable party's consent
     with respect to any such otherwise excluded chattel paper or general
     intangibles being obtained, thereafter such chattel paper or general
     intangibles as well as any and all proceeds thereof that might have
     theretofore have been excluded from such grant of a security interest and
     the term "Collateral".

     3.  Title to Collateral, etc. Indiana LP is the owner of the Collateral
         -------------------------
free from any adverse lien, security interest or other encumbrance, except for
the security interest created by this Agreement and other liens permitted by the
Credit Agreement. None of the Collateral constitutes, or is the proceeds of,
"farm products" as defined in (S)9-109(3) of the Uniform Commercial Code of the
Commonwealth of Massachusetts. None of the account debtors in respect of any
accounts, chattel paper or general intangibles and none of the obligors in
respect of any instruments included in the Collateral is a governmental
authority subject to the Federal Assignment of Claims Act.

     4.  Continuous Perfection. Indiana LP's place of business or, if more than
         ---------------------
one, chief executive offices are indicated on the Perfection Certificate
delivered to the Agent herewith (the "Perfection Certificate"). Indiana LP will
not change the same, or the name, identity or corporate structure of Indiana LP
in any manner, without providing at least thirty (30) days prior written notice
to the Agent. The Collateral, to the extent not delivered to the Agent pursuant
to (S)2.2, will be kept at those locations listed on the Perfection Certificate
and Indiana LP will not remove the Collateral from such locations, without
providing at least thirty (30) days prior written notice to the Agent.

     5.  No Liens. Except for the security interest herein granted and liens
         --------
permitted by the Credit Agreement, Indiana LP shall be the owner of the
Collateral free from any lien, security interest or other encumbrance, and
Indiana LP shall defend the same against all claims and demands of all persons
at any time claiming the same or any interests therein adverse to the Agent or
any of the Banks. Indiana LP shall not pledge, mortgage or create, or suffer to
exist a security interest in the Collateral in favor of any person other than
the Agent, for the benefit of the Banks and the Agent, except for liens
permitted by the Credit Agreement.

     6.  No Transfers. Indiana LP will not sell or offer to sell or otherwise
         ------------
transfer the Collateral or any interest therein except for (a) sales and leases
of inventory and licenses of general intangibles in the ordinary course of
business and (b) sales or other dispositions of obsolescent items of equipment
in the ordinary course of business consistent with past practices.

     7.  Insurance.
         ---------
<PAGE>

                                      -6-

          7.1.  Maintenance of Insurance. Indiana LP will maintain with
                ------------------------
     financially sound and reputable insurers insurance with respect to its
     properties and business against such casualties and contingencies as shall
     be in accordance with general practices of businesses engaged in similar
     activities in similar geographic areas. Such insurance shall be in such
     minimum amounts that Indiana LP will not be deemed a co-insurer under
     applicable insurance laws, regulations and policies and otherwise shall be
     in such amounts, contain such terms, be in such forms and be for such
     periods as may be reasonably satisfactory to the Agent. In addition, all
     such insurance shall be payable to the Agent as loss payee under a
     "standard" or "New York" loss payee clause for the benefit of the Banks and
     the Agent. Without limiting the foregoing, Indiana LP will (a) keep all of
     its physical property insured with casualty or physical hazard insurance on
     an "all risks" basis, with broad form flood and earthquake coverages and
     electronic data processing coverage, with a full replacement cost
     endorsement and an "agreed amount" clause in an amount equal to 100% of the
     full replacement cost of such property, (b) maintain all such workers'
     compensation or similar insurance as may be required by law and (c)
     maintain, in amounts and with deductibles equal to those generally
     maintained by businesses engaged in similar activities in similar
     geographic areas, general public liability insurance against claims of
     bodily injury, death or property damage occurring, on, in or about the
     properties of Indiana LP; business interruption insurance; and product
     liability insurance.

          7.2.  Insurance Proceeds. The proceeds of any casualty insurance in
                ------------------
     respect of any casualty loss of any of the Collateral shall, subject to the
     rights, if any, of other parties with a prior interest in the property
     covered thereby, (i) so long as no Default or Event of Default has occurred
     and is continuing and to the extent that the amount of such proceeds is
     less than $50,000.00, be disbursed to Indiana LP for direct application by
     Indiana LP solely to the repair or replacement of Indiana LP's property so
     damaged or destroyed and (ii) in all other circumstances, be held by the
     Agent as cash collateral for the Obligations. The Agent may, at its sole
     option, disburse from time to time all or any part of such proceeds so held
     as cash collateral, upon such terms and conditions as the Agent may
     reasonably prescribe, for direct application by Indiana LP solely to the
     repair or replacement of Indiana LP's property so damaged or destroyed, or
     the Agent may apply all or any part of such proceeds to the Obligations
     with the Total Revolver Commitment (if not then terminated) being reduced
     by the amount so applied to the Obligations.

          7.3.  Notice of Cancellation, etc. All policies of insurance shall
                ----------------------------
     provide for at least thirty (30) days prior written cancellation notice to
     the Agent. In the event of failure by Indiana LP to provide and maintain
     insurance as herein provided, the Agent may, at its option, provide such
     insurance and charge the amount thereof to Indiana LP. Indiana LP shall
     furnish the Agent with certificates of insurance and policies evidencing
     compliance with the foregoing insurance provision.
<PAGE>

                                      -7-

     8.   Maintenance of Collateral; Compliance with Law. Indiana LP will keep
          ----------------------------------------------
the Collateral in good order and repair and will not use the same in violation
of law or any policy of insurance thereon. The Agent, or its designee, may
inspect the Collateral at any reasonable time, wherever located. Indiana LP will
pay promptly when due all taxes (except as expressly set forth in (S)8.8 of the
Credit Agreement), assessments, governmental charges and levies upon the
Collateral or incurred in connection with the use or operation of such
Collateral or incurred in connection with this Agreement. Indiana LP has at all
times operated, and Indiana LP will continue to operate, its business in
compliance with all applicable provisions of the federal Fair Labor Standards
Act, as amended, and with all applicable provisions of federal, state and local
statutes and ordinances dealing with the control, shipment, storage or disposal
of hazardous materials or substances.

     9.   Collateral Protection Expenses; Preservation of Collateral.
          ----------------------------------------------------------

           9.1.  Expenses Incurred by Agent. In its discretion, the Agent may
                 --------------------------
     discharge taxes (except as expressly set forth in (S)8.8 of the Credit
     Agreement) and other encumbrances at any time levied or placed on any of
     the Collateral, make repairs thereto and pay any necessary filing fees.
     Indiana LP agrees to reimburse the Agent on demand for any and all
     expenditures so made. The Agent shall have no obligation to Indiana LP to
     make any such expenditures, nor shall the making thereof relieve Indiana LP
     of any default.

           9.2.  Agent's Obligations and Duties. Anything herein to the contrary
                 ------------------------------
     notwithstanding, Indiana LP shall remain liable under each contract or
     agreement comprised in the Collateral to be observed or performed by
     Indiana LP thereunder. Neither the Agent nor any Bank shall have any
     obligation or liability under any such contract or agreement by reason of
     or arising out of this Agreement or the receipt by the Agent or any Bank of
     any payment relating to any of the Collateral, nor shall the Agent or any
     Bank be obligated in any manner to perform any of the obligations of
     Indiana LP under or pursuant to any such contract or agreement, to make
     inquiry as to the nature or sufficiency of any payment received by the
     Agent or any Bank in respect of the Collateral or as to the sufficiency of
     any performance by any party under any such contract or agreement, to
     present or file any claim, to take any action to enforce any performance or
     to collect the payment of any amounts which may have been assigned to the
     Agent or to which the Agent or any Bank may be entitled at any time or
     times. The Agent's sole duty with respect to the custody, safe keeping and
     physical preservation of the Collateral in its possession, under (S)9-207
     of the Uniform Commercial Code of the Commonwealth of Massachusetts or
     otherwise, shall be to deal with such Collateral in the same manner as the
     Agent deals with similar property for its own account.

     10.  Securities and Deposits. The Agent may at any time, at its option,
          -----------------------
transfer to itself or any nominee any securities constituting Collateral,
receive any income thereon and hold such income as additional Collateral or
apply it to the Obligations. Whether or not any Obligations are due, the Agent
may demand, sue

<PAGE>

                                      -8-

for, collect, or make any settlement or compromise which it deems desirable with
respect to the Collateral. Regardless of the adequacy of Collateral or any other
security for the Obligations, any deposits or other sums at any time credited by
or due from the Agent or any Bank to Indiana LP may at any time be applied to or
set off against any of the Obligations.

     11.  Notification to Account Debtors and Other Obligors. If a Default or an
          --------------------------------------------------
Event of Default shall have occurred and be continuing, Indiana LP shall, at the
request of the Agent, notify account debtors on accounts, chattel paper and
general intangibles of Indiana LP and obligors on instruments for which Indiana
LP is an obligee of the security interest of the Agent in any account, chattel
paper, general intangible or instrument and that payment thereof is to be made
directly to the Agent or to any financial institution designated by the Agent as
the Agent's agent therefor, and the Agent may itself, if a Default or an Event
of Default shall have occurred and be continuing, without notice to or demand
upon Indiana LP, so notify account debtors and obligors. After the making of
such a request or the giving of any such notification, Indiana LP shall hold any
proceeds of collection of accounts, chattel paper, general intangibles and
instruments received by Indiana LP as trustee for the Agent, for the benefit of
the Banks and the Agent, without commingling the same with other funds of
Indiana LP and shall turn the same over to the Agent in the identical form
received, together with any necessary endorsements or assignments. The Agent
shall apply the proceeds of collection of accounts, chattel paper, general
intangibles and instruments received by the Agent to the Obligations, such
proceeds to be immediately entered after final payment in cash or solvent
credits of the items giving rise to them.

     12.  Further Assurances. Indiana LP, at its own expense, shall do, make,
          ------------------
execute and deliver all such additional and further acts, things, deeds,
assurances and instruments as the Agent may require more completely to vest in
and assure to the Agent and the Banks their respective rights hereunder or in
any of the Collateral, including, without limitation, (a) executing, delivering
and, where appropriate, filing financing statements and continuation statements
under the Uniform Commercial Code, (b) obtaining governmental and other third
party consents and approvals, including without limitation any consent of any
licensor, lessor or other applicable party referred to in (S)2.3, (c) obtaining
waivers from mortgagees and landlords and (d) taking all actions required by
Sections 8-313 and 8-321 of the Uniform Commercial Code (1990) or Sections 8-106
and 9-115 of the Uniform Commercial Code (1994), as applicable in each relevant
jurisdiction, with respect to certificated and uncertificated securities.

     13.  Power of Attorney.
          -----------------

          13.1.  Appointment and Powers of Agent. Indiana LP hereby irrevocably
                 -------------------------------
     constitutes and appoints the Agent and any officer or agent thereof, with
     full power of substitution, as its true and lawful attorneys-in-fact with
     full irrevocable power and authority in the place and stead of Indiana LP
     or in the Agent's own name, for the purpose of carrying out the terms of
     this Agreement, to take any and all appropriate action and to
<PAGE>

                                      -9-

     execute any and all documents and instruments that may be necessary or
     desirable to accomplish the purposes of this Agreement and, without
     limiting the generality of the foregoing, hereby gives said attorneys the
     power and right, on behalf of Indiana LP, without notice to or assent by
     Indiana LP, to do the following:

                (a)  upon the occurrence and during the continuance of a Default
          or an Event of Default, generally to sell, transfer, pledge, make any
          agreement with respect to or otherwise deal with any of the Collateral
          in such manner as is consistent with the Uniform Commercial Code of
          the Commonwealth of Massachusetts and as fully and completely as
          though the Agent were the absolute owner thereof for all purposes, and
          to do at Indiana LP's expense, at any time, or from time to time, all
          acts and things which the Agent deems necessary to protect, preserve
          or realize upon the Collateral and the Agent's security interest
          therein, in order to effect the intent of this Agreement, all as fully
          and effectively as Indiana LP might do, including, without limitation,
          (i) the filing and prosecuting of registration and transfer
          applications with the appropriate federal or local agencies or
          authorities with respect to trademarks, copyrights and patentable
          inventions and processes, (ii) upon written notice to Indiana LP, the
          exercise of voting rights with respect to voting securities, which
          rights may be exercised, if the Agent so elects, with a view to
          causing the liquidation in a commercially reasonable manner of assets
          of the issuer of any such securities and (iii) the execution, delivery
          and recording, in connection with any sale or other disposition of any
          Collateral, of the endorsements, assignments or other instruments of
          conveyance or transfer with respect to such Collateral; and

                (b)  to file such financing statements with respect hereto, with
          or without Indiana LP's signature, or a photocopy of this Agreement in
          substitution for a financing statement, as the Agent may deem
          appropriate and to execute in Indiana LP's name such financing
          statements and amendments thereto and continuation statements which
          may require Indiana LP's signature.

          13.2. Ratification by Indiana LP. To the extent permitted by law,
                --------------------------
     Indiana LP hereby ratifies all that said attorneys shall lawfully do or
     cause to be done by virtue hereof. This power of attorney is a power
     coupled with an interest and shall be irrevocable.

          13.3. No Duty on Agent. The powers conferred on the Agent hereunder
                ----------------
     are solely to protect the interests of the Agent and the Banks in the
     Collateral and shall not impose any duty upon the Agent to exercise any
     such powers. The Agent shall be accountable only for the amounts that it
     actually receives as a result of the exercise of such powers and neither it
     nor any of its officers, directors, employees or agents shall be
     responsible to
<PAGE>

                                      -10-

     Indiana LP for any act or failure to act, except for the Agent's own gross
     negligence or willful misconduct.

     14.  Remedies. If an Event of Default shall have occurred and be
          --------
continuing, the Agent may, without notice to or demand upon Indiana LP, declare
this Agreement to be in default, and the Agent shall thereafter have in any
jurisdiction in which enforcement hereof is sought, in addition to all other
rights and remedies, the rights and remedies of a secured party under the
Uniform Commercial Code, including, without limitation, the right to take
possession of the Collateral, and for that purpose the Agent may, so far as
Indiana LP can give authority therefor, enter upon any premises on which the
Collateral may be situated and remove the same therefrom. The Agent may in its
discretion require Indiana LP to assemble all or any part of the Collateral at
such location or locations within the state(s) of Indiana LP's principal
office(s) or at such other locations as the Agent may designate. Unless the
Collateral is perishable or threatens to decline speedily in value or is of a
type customarily sold on a recognized market, the Agent shall give to Indiana LP
at least five Business Days prior written notice of the time and place of any
public sale of Collateral or of the time after which any private sale or any
other intended disposition is to be made. Indiana LP hereby acknowledges that
five Business Days prior written notice of such sale or sales shall be
reasonable notice. In addition, Indiana LP waives any and all rights that it may
have to a judicial hearing in advance of the enforcement of any of the Agent's
rights hereunder, including, without limitation, its right following an Event of
Default to take immediate possession of the Collateral and to exercise its
rights with respect thereto. To the extent that any of the Obligations are to be
paid or performed by a person other than Indiana LP, Indiana LP waives and
agrees not to assert any rights or privileges which it may have under (S)9-112
of the Uniform Commercial Code of the Commonwealth of Massachusetts.

     15.  No Waiver, etc. Indiana LP waives demand, notice, protest, notice of
          ---------------
acceptance of this Agreement, notice of loans made, credit extended, Collateral
received or delivered or other action taken in reliance hereon and all other
demands and notices of any description. With respect to both the Obligations and
the Collateral, Indiana LP assents to any extension or postponement of the time
of payment or any other indulgence, to any substitution, exchange or release of
or failure to perfect any security interest in any Collateral, to the addition
or release of any party or person primarily or secondarily liable, to the
acceptance of partial payment thereon and the settlement, compromising or
adjusting of any thereof, all in such manner and at such time or times as the
Agent may deem advisable. The Agent shall have no duty as to the collection or
protection of the Collateral or any income thereon, nor as to the preservation
of rights against prior parties, nor as to the preservation of any rights
pertaining thereto beyond the safe custody thereof as set forth in (S)9.2. The
Agent shall not be deemed to have waived any of its rights upon or under the
Obligations or the Collateral unless such waiver shall be in writing and signed
by the Agent with the consent of the Majority Banks. No delay or omission on the
part of the Agent in exercising any right shall operate as a waiver of such
right or any other right. A waiver on any one occasion shall not be construed as
a bar to or waiver of any right on any future occasion. All rights and remedies
of
<PAGE>

                                      -11-

the Agent with respect to the Obligations or the Collateral, whether evidenced
hereby or by any other instrument or papers, shall be cumulative and may be
exercised singularly, alternatively, successively or concurrently at such time
or at such times as the Agent deems expedient.

     16.  Marshalling. Neither the Agent nor any Bank shall be required to
          -----------
marshal any present or future collateral security (including but not limited to
this Agreement and the Collateral) for, or other assurances of payment of, the
Obligations or any of them or to resort to such collateral security or other
assurances of payment in any particular order, and all of the rights of the
Agent hereunder and of the Agent or any Bank in respect of such collateral
security and other assurances of payment shall be cumulative and in addition to
all other rights, however existing or arising. To the extent that it lawfully
may, Indiana LP hereby agrees that it will not invoke any law relating to the
marshalling of collateral which might cause delay in or impede the enforcement
of the Agent's rights under this Agreement or under any other instrument
creating or evidencing any of the Obligations or under which any of the
Obligations is outstanding or by which any of the Obligations is secured or
payment thereof is otherwise assured, and, to the extent that it lawfully may,
Indiana LP hereby irrevocably waives the benefits of all such laws.

     17.  Proceeds of Dispositions; Expenses. Indiana LP shall pay to the Agent
          ----------------------------------
on demand any and all expenses, including reasonable attorneys' fees and
disbursements, incurred or paid by the Agent in protecting, preserving or
enforcing the Agent's rights under or in respect of any of the Obligations or
any of the Collateral. After deducting all of said expenses, the residue of any
proceeds of collection or sale of the Obligations or Collateral shall, to the
extent actually received in cash, be applied to the payment of the Obligations
in such order or preference as the Bank may determine or in such order or
                                                      --
preference as is provided in the Credit Agreement, proper allowance and
provision being made for any Obligations not then due. Upon the final payment
and satisfaction in full of all of the Obligations and after making any payments
required by Section 9-504(1)(c) of the Uniform Commercial Code of the
Commonwealth of Massachusetts, any excess shall be returned to Indiana LP, and
Indiana LP shall remain liable for any deficiency in the payment of the
Obligations.

     18.  Overdue Amounts. Until paid, all amounts due and payable by Indiana LP
          ---------------
hereunder shall be a debt secured by the Collateral and shall bear, whether
before or after judgment, interest at the rate of interest for overdue principal
set forth in the Credit Agreement.

     19.  Governing Law; Consent to Jurisdiction. THIS AGREEMENT IS INTENDED TO
          --------------------------------------
TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. Indiana LP
agrees that any suit for the enforcement of this Agreement may be brought in the
courts of the Commonwealth of Massachusetts or any federal court sitting therein
and consents to the non-exclusive jurisdiction of such court and to service of
process in any such suit being made upon Indiana LP by mail at the address for
Indiana LP specified in (S)20
<PAGE>

                                      -12-

of the Credit Agreement. Indiana LP hereby waives any objection that it may now
or hereafter have to the venue of any such suit or any such court or that such
suit is brought in an inconvenient court.

     20.  Waiver of Jury Trial. INDIANA LP WAIVES ITS RIGHT TO A JURY TRIAL WITH
          --------------------
RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH
THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY
SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by law, Indiana LP waives any
right which it may have to claim or recover in any litigation referred to in the
preceding sentence any special, exemplary, punitive or consequential damages or
any damages other than, or in addition to, actual damages. Indiana LP (i)
certifies that neither the Agent or any Bank nor any representative, agent or
attorney of the Agent or any Bank has represented, expressly or otherwise, that
the Agent or any Bank would not, in the event of litigation, seek to enforce the
foregoing waivers and (ii) acknowledges that, in entering into the Credit
Agreement and the other Revolver Loan Documents to which the Agent or any Bank
is a party, the Agent and the Banks are relying upon, among other things, the
waivers and certifications contained in this (S)20.

     21.  Concerning Revised Article 9 of the Uniform Commercial Code. The
          -----------------------------------------------------------
parties acknowledge and agree to the following provisions of this Agreement in
anticipation of the possible application, in one or more jurisdictions to the
transactions contemplated hereby, of the revised Article 9 of the Uniform
Commercial Code in the form or substantially in the form approved by the
American Law Institute and the National Conference of Commissioners on Uniform
State Law and contained in the 1999 official text of Revised Article 9 ("Revised
Article 9").

          21.1.  Attachment. In applying the law of any jurisdiction in which
                 ----------
     Revised Article 9 is in effect, the Collateral is all assets of Indiana LP,
     whether or not within the scope of Revised Article 9. The Collateral shall
     include, without limitation, the following categories of assets as defined
     in Revised Article 9: goods (including inventory, equipment and any
     accessions thereto), instruments (including promissory notes), documents,
     accounts (including health-care-insurance receivables), chattel paper
     (whether tangible or electronic), deposit accounts, letter-of-credit rights
     (whether or not the letter of credit is evidenced by a writing), commercial
     tort claims, securities and all other investment property, general
     intangibles (including payment intangibles and software), supporting
     obligations and any and all proceeds of any thereof, wherever located,
     whether now owned and hereafter acquired. If Indiana LP shall at any time,
     whether or not Revised Article 9 is in effect in any particular
     jurisdiction, acquire a commercial tort claim, as defined in Revised
     Article 9, Indiana LP shall immediately notify the Agent in a writing
     signed by Indiana LP of the brief details thereof and grant to the Agent in
     such writing a security interest therein and in the proceeds thereof, all
     upon the terms of this Agreement, with such writing to be in form and
     substance satisfactory to the Agent.
<PAGE>

                                      -13-

          21.2.  Perfection by Filing. The Agent may at any time and from time
                 --------------------
     to time, pursuant to the provisions of (S)13, file financing statements,
     continuation statements and amendments thereto that describe the Collateral
     as all assets of Indiana LP or words of similar effect and which contain
     any other information required by Part 5 of Revised Article 9 for the
     sufficiency or filing office acceptance of any financing statement,
     continuation statement or amendment, including whether Indiana LP is an
     organization, the type of organization and any organization identification
     number issued to Indiana LP. Indiana LP agrees to furnish any such
     information to the Agent promptly upon request. Any such financing
     statements, continuation statements or amendments may be signed by the
     Agent on behalf of Indiana LP, as provided in (S)13, and may be filed at
     any time in any jurisdiction whether or not Revised Article 9 is then in
     effect in that jurisdiction.

          21.3.  Other Perfection, etc. Indiana LP shall at any time and from
                 ---------------------
     time to time, whether or not Revised Article 9 is in effect in any
     particular jurisdiction, take such steps as the Agent may reasonably
     request for the Agent (a) to obtain an acknowledgement, in form and
     substance satisfactory to the Agent, of any bailee having possession of any
     of the Collateral that the bailee holds such Collateral for the Agent, (b)
     to obtain "control" of any investment property, deposit accounts, letter-
     of-credit rights or electronic chattel paper (as such terms are defined in
     Revised Article 9 with corresponding provisions in Rev. (S)(S) 9-104, 9-
     105, 9-106 and 9-107 relating to what constitutes "control" for such items
     of Collateral), with any agreements establishing control to be in form and
     substance satisfactory to the Agent, and (c) otherwise to insure the
     continued perfection and priority of the Agent's security interest in any
     of the Collateral and of the preservation of its rights therein, whether in
     anticipation and following the effectiveness of Revised Article 9 in any
     jurisdiction.

          21.4.  Other Provisions. In applying the law of any jurisdiction in
                 ----------------
     which Revised Article 9 is in effect, the following references to sections
     in this Agreement to existing Article 9 of that jurisdiction shall be to
     the Revised Article 9 Section of that jurisdiction indicated below:

     ---------------------------------------------------------------------------
      Agreement Section      Existing Article 9       Revised Article 9
     ---------------------------------------------------------------------------
      3                      (S) 9-109(3)             Rev. (S) 9-102(a)(34)
     ---------------------------------------------------------------------------
      9.2                    (S) 9-207                Rev. (S)9-207
     ---------------------------------------------------------------------------
      12                     (S)(S) 8-106 and 9-115   Rev. (S)(S) 8-106 and
                             (1994)                   9-106
     ---------------------------------------------------------------------------
      17                     (S)9-504(1)(c)           Rev. (S)(S) 9-608(a)(1)(C)
                                                      and 9-615(a)(3)
     ---------------------------------------------------------------------------

          21.5.  Savings Clause. Nothing contained in this (S)21 shall be
                 --------------
     construed to narrow the scope of the Agent's security interest in any of
     the Collateral or the perfection or priority thereof or to impair or
     otherwise limit any of the rights, powers, privileges or remedies of the
     Agent or any Bank
<PAGE>

                                      -14-

     hereunder except (and then only to the extent) mandated by Revised Article
     9 to the extent then applicable.

     22.  Miscellaneous. The headings of each section of this Agreement are for
          -------------
convenience only and shall not define or limit the provisions thereof. This
Agreement and all rights and obligations hereunder shall be binding upon Indiana
LP and its respective successors and assigns, and shall inure to the benefit of
the Agent, the Banks and their respective successors and assigns. If any term of
this Agreement shall be held to be invalid, illegal or unenforceable, the
validity of all other terms hereof shall in no way be affected thereby, and this
Agreement shall be construed and be enforceable as if such invalid, illegal or
unenforceable term had not been included herein. Indiana LP acknowledges receipt
of a copy of this Agreement.

     23.  Transitional Arrangements. This Security Agreement shall amend and
          -------------------------
restate in its entirety the Existing Security Agreement on the Closing Date. On
the Closing Date, the rights and obligations of the respective parties under the
Existing Security Agreement shall be subsumed within and governed by this
Security Agreement, provided that, the provisions of the Existing Security
                    -------- ----
Agreement shall remain in full force and effect prior to the Closing Date, and
that the liens granted pursuant to the Existing Security Agreement shall
continue to be in effect hereunder as set forth in (S)2.1.
<PAGE>

                                      -15-

     IN WITNESS WHEREOF, intending to be legally bound, Indiana LP has caused
this Agreement to be duly executed as of the date first above written.

                                        AMERIKING INDIANA, L.P.
                                         By: National Restaurant Enterprises,
                                        Inc., its general partner


                                        By: /s/ A. Richard Caputo, Jr.
                                            ---------------------------------
                                             Title: Vice President

Accepted:

FLEET NATIONAL BANK,
 as Agent


By:  /s/ James J. O'Brian
    ----------------------------
    Title: Authorized Officer
<PAGE>

                                      -16-


                         CERTIFICATE OF ACKNOWLEDGMENT

COMMONWEALTH OR STATE OF New York)
                                 )  ss.
COUNTY OF New York               )

     Before me, the undersigned, a Notary Public in and for the county
aforesaid, on this 29th day of June, 2001, personally appeared A. Richard
Caputo to me known personally, and who, being by me duly sworn, deposes and says
that he is the Vice President of Indiana LP, and that said instrument was signed
and sealed on behalf of said corporation by authority of its Board of Directors,
and said A. Richard Caputo acknowledged said instrument to be the free act and
deed of said corporation.

                                            /s/ Dawn M. Schoenig
                                            ------------------------------
                                            Notary Public
                                            My commission expires: