<PAGE>
 
                            ASSIGNMENT AND ACCEPTANCE

                            Dated as of May 14, 1996

         Reference is made to the Second Amended and Restated Revolving Credit
and Term Loan Agreement, dated as of February 7, 1996 (as from time to time
amended and in effect, the "Credit Agreement"), by and among NRE HOLDINGS, INC.,
a Delaware corporation ("Holdings"), NATIONAL RESTAURANT ENTERPRISES, INC., a
Delaware corporation (the "Borrower"), the lending institutions referred to
therein as Banks (collectively, the "Banks"), and THE FIRST NATIONAL BANK OF
BOSTON, a national banking association, as agent (in such capacity, the "Agent")
for the Banks. Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to such terms in the Credit Agreement.

         The First National Bank of Boston ("FNBB") and Heller Financial, Inc.
("Heller", and, collectively with FNBB, the "Assignors" and each individually,
an "Assignor"), Deutsche Financial Services Holding Corporation ("Deutsche"),
Banque Paribas ("Paribas"), Merrill Lynch Prime Rate Portfolio ("Merrill Lynch
Portfolio") and Merrill Lynch Senior Floating Rate Fund, Inc. ("Merrill Lynch
Fund", and, collectively with Deutsche, Paribas and Merrill Lynch Portfolio, the
"Assignees" and each individually an "Assignee") hereby agree as follows:

         1. Assignment. Subject to the terms and conditions of this Assignment
and Acceptance, FNBB hereby sells and assigns to (a) Deutsche, and Deutsche
hereby purchases and assumes without recourse to FNBB, a $10,000,000 interest in
and to the rights, benefits, indemnities and obligations of FNBB under the
Credit Agreement, equal to 16.67% in respect of the Total Commitment, 16.67% in
respect of the Term Loan A and 0% in respect of the Term Loan B, with a
Commitment Percentage of 10% in respect of all of the Loans immediately prior to
the Effective Date (as hereinafter defined); (b) Paribas, and Paribas hereby
purchases and assumes without recourse to FNBB, a $10,000,000 interest in and to
the rights, benefits, indemnities and obligations of FNBB under the Credit
Agreement, equal to 16.67% in respect of the Total Commitment, 16.67% in respect
of the Term Loan A and 0% in respect of the Term Loan B, with a Commitment
Percentage of 10% in respect of all of the Loans immediately prior to the
Effective Date; (c) Merrill Lynch Portfolio, and Merrill Lynch Portfolio hereby
purchases and assumes without recourse to FNBB, a $3,500,000 interest in and to
the rights, benefits, indemnities and obligations of FNBB under the Credit
Agreement. In addition, subject to the terms and conditions of this Assignment
and Acceptance, Heller hereby sells and assigns to (a) Merrill Lynch Portfolio,
and Merrill Lynch Portfolio hereby
<PAGE>
 
                                      -2-


purchases and assumes without recourse to Heller, a $500,000 interest in and to
the rights, benefits, indemnities and obligations of Heller under the Credit
Agreement, and, when taken together with the interest purchased by Merrill Lynch
Portfolio from FNBB as referenced above, is equal to 0% in respect of the Total
Commitment, 0% in respect of the Term Loan A and 10% in respect of the Term Loan
B, with a Commitment Percentage of 4% in respect of all of the Loans immediately
prior to the Effective Date (as hereinafter defined); and (b) Merrill Lynch
Fund, and Merrill Lynch Fund hereby purchases and assumes without recourse to
Heller, a $4,000,000 interest in and to the rights, benefits, indemnities and
obligations of Heller under the Credit Agreement, equal to 0% in respect of the
Total Commitment, 0% in respect of the Term Loan A and 10% in respect of the
Term Loan B, with a Commitment Percentage of 4% in respect of all of the Loans
immediately prior to the Effective Date.

         2. Assignor's Representations. Each of the Assignors (a) represents and
warrants that (i) it is legally authorized to enter into this Assignment and
Acceptance, (ii) the execution, delivery and performance of this Assignment and
Acceptance does not conflict with any provision of law or of the charter or
by-laws of such Assignor, or of any agreement binding on such Assignor, (iii)
all acts, conditions and things required to be done and performed and to have
occurred prior to the execution, delivery and performance of this Assignment and
Acceptance, and to render the same the legal, valid and binding obligation of
such Assignor, enforceable against it in accordance with its terms, have been
done and performed and have occurred in due and strict compliance with all
applicable laws, and (iv) immediately after giving effect to all assignments
which have not yet become effective, such Assignor's Commitment Percentage will
be sufficient to give effect to this Assignment and Acceptance, (b) makes no
representation or warranty, express or implied, and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with the Credit Agreement or any of the other Loan Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement, the other Loan Documents or any other instrument or
document furnished pursuant thereto or the attachment, perfection or priority of
any security interest or mortgage, other than that it is the legal and
beneficial owner of the interest being assigned by it hereunder free and clear
of any claim or encumbrance; (c) makes no representation or warranty and assumes
no responsibility with respect to the financial condition of Holdings, the
Borrower or any of their Subsidiaries or any other Person primarily or
secondarily liable in respect of any of the Obligations, or the performance or
observance by Holdings, the Borrower or any of their Subsidiaries or any other
Person primarily or secondarily liable in respect of any of the Obligations of
any of its obligations under the Credit Agreement or any of the other Loan
Documents or any other instrument or document delivered or executed pursuant
thereto; and (d) attaches hereto the Revolving Credit Note, Term Loan A Note
and/or Term Loan B Note, as the case may be, delivered to it under the Credit
Agreement. In addition, (a) FNBB represents and warrants that as of the date
hereof, its Commitment is $11,600,000, its Commitment Percentage is 44%, the
<PAGE>
 
                                      -3-


aggregate outstanding principal balance of its Revolving Credit Loans equals
$____________, the aggregate amount of its Letter of Credit Participations
equals $0, the aggregate outstanding balance of its Term Loan A equals
$24,800,000 and the aggregate outstanding balance of its Term Loan B equals
$7,600,000 (in each case prior to giving effect to the assignments contemplated
hereby but after giving effect to any contemplated assignments which have not
yet become effective); and (b) Heller represents and warrants that as of the
date hereof, its Commitment Percentage is 25%, the aggregate outstanding
principal balance of its Term Loan B equals $25,000,000 (in each case prior to
giving effect to the assignments contemplated hereby but after giving effect to
any contemplated assignments which have not yet become effective).

         Each of the Assignors requests that the Borrower exchange such
Assignor's Revolving Credit Note. Term Loan A Note and Term Loan B Note, asn the
case may be, for new Notes payable to such Assignor and each of the Assignees as
follows:

Notes Payable to     Amount of Revolving     Amount of Term       Amount of Term
the Order of:            Credit Note           Loan A Note          Loan B Note
----------------     -------------------     --------------       --------------
FNBB                     $6,600,000            $9,800,000           $ 4,100,000
Heller                       $0                    $0               $20,500,000
Deutsche                 $2,500,000            $7,500,000                $0
Paribas                  $2,500,000            $7,500,000                $0
Merrill Lynch
Portfolio                    $0                    $0               $4,000,000
Merrill Lynch
Fund                         $0                    $0               $4,000,000

         3. Assignees' Representations. Each of the Assignees (a) represents and
warrants that (i) it is duly and legally authorized to enter into this
Assignment and Acceptance, (ii) the execution, delivery and performance of this
Assignment and Acceptance do not conflict with any provision of law or of the
charter or by-laws of such Assignee, or of any agreement binding on such
Assignee, (iii) all acts, conditions and things required to be done and
performed and to have occurred prior to the execution, delivery and performance
of this Assignment and Acceptance, and to render the same the legal, valid and
binding obligation of such Assignee, enforceable against it in accordance with
its terms, have been done and performed and have occurred in due and strict
compliance with all applicable laws; (b) confirms that it has received a copy of
the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to ss.ss.8.4 and 9.4 thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance; (c) agrees
that it will, independently and without reliance upon either of the Assignors,
the Agent or any other Bank and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement; (d) represents and
warrants that it is an Eligible Assignee; (e) appoints and authorizes the Agent
to take such
<PAGE>
 
                                      -4-


action as agent on its behalf and to exercise such powers under the Credit
Agreement and the other Loan Documents as are delegated to the Agent by the
terms thereof, together with such powers as are reasonably incidental thereto;
(f) agrees that it will perform in accordance with their terms all the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Bank. In addition, each of Deutsche and Paribas
acknowledges that it has made arrangements with FNBB satisfactory to each of
Deutsche and Paribas with respect to its pro rata share of Letter of Credit Fees
in respect of outstanding Letters of Credit.

         4. Effective Date. The effective date for this Assignment and
Acceptance shall be May 14, 1996 (the "Effective Date"). Following the execution
of this Assignment and Acceptance and the consent of the Borrower hereto having
been obtained, each party hereto shall deliver its duly executed counterpart
hereof to the Agent for acceptance by the Agent and recording in the Register by
the Agent. Schedule 1 to the Credit Agreement shall thereupon be replaced as of
the Effective Date by the Schedule 1 annexed hereto.

         5. Rights Under Credit Agreement. Upon such acceptance and recording,
from and after the Effective Date, (a) each Assignee shall be a party to the
Credit Agreement and, to the extent provided in this Assignment and Acceptance,
have the rights and obligations of a Bank thereunder, and (b) each of the
Assignors shall, with respect to that portion of its interest under the Credit
Agreement assigned hereunder, relinquish its rights and be released from its
obligations under the Credit Agreement; provided, however, that each of the
Assignors shall retain its rights to be indemnified pursuant to ss.18 of the
Credit Agreement with respect to any claims or actions arising prior to the
Effective Date.

         6. Payments. Upon such acceptance of this Assignment and Acceptance by
the Agent and such recording, from and after the Effective Date, the Agent shall
make all payments in respect of the rights and interests assigned hereby
(including payments of principal, interest, fees and other amounts) to each
Assignee. Each of the Assignors and each Assignee shall make any appropriate
adjustments in payments for periods prior to the Effective Date by the Agent or
with respect to the making of this assignment directly between themselves.

         7. Governing Law. THIS ASSIGNMENT AND ACCEPTANCE IS INTENDED TO TAKE
EFFECT AS A SEALED INSTRUMENT TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO
CONFLICT OF LAWS).

         8. Counterparts. This Assignment and Acceptance may be executed in any
number of counterparts which shall together constitute but one and the same
agreement.
<PAGE>
 
                                      -5-


         IN WITNESS WHEREOF, intending to be legally bound, each of the
undersigned has caused this Assignment and Acceptance to be executed on its
behalf by its officer thereunto duly authorized, as of the date first above
written.

                                        THE FIRST NATIONAL BANK
                                          OF BOSTON
                                      
                                      
                                        By: /s/ Timothy M. Barns
                                            --------------------------------
                                            Timothy M. Barns, Director
<PAGE>
 
                                      -6-


                                        HELLER FINANCIAL, INC.
                                      
                                      
                                        By: /s/ [ILLEGIBLE]
                                            --------------------------------
                                            Title:  Vice President
<PAGE>
 
                                      -7-


                                        DEUTSCHE FINANCIAL SERVICES
                                          HOLDING CORPORATION
                                      
                                      
                                        By: /s/ [ILLEGIBLE]
                                            --------------------------------
                                            Title:  VP
<PAGE>
 
                                      -8-


                                        BANQUE PARIBAS
                                      
                                      
                                        By: /s/ Mark S. Black
                                            --------------------------------
                                            Title:  Assistant Vice President
                                      
                                      
                                        By: /s/ John J. McCormick, III
                                            --------------------------------
                                            Title: Vice President
<PAGE>
 
                                      -9-


                                        MERRILL LYNCH PRIME RATE
                                          PORTFOLIO
                                        By: Merrill Lynch Asset
                                            Management, L.P., as
                                            Investment Advisor
                                      
                                      
                                        By: /s/ Anthony R. Clemente
                                            --------------------------------
                                            Title: Authorized Signatory
<PAGE>
 
                                      -10-


                                        MERRILL LYNCH SENIOR
                                          FLOATING RATE FUND, INC.
                                      
                                      
                                        By: /s/ Anthony R. Clemente
                                            --------------------------------
                                            Title: Authorized Signatory
<PAGE>
 
                                      -11-


CONSENTED TO:

NATIONAL RESTAURANT
  ENTERPRISES, INC.


By: /s/ [ILLEGIBLE]
    --------------------------
    Title:

THE FIRST NATIONAL BANK
  OF BOSTON, as Agent


By: __________________________
    Timothy M. Barns, Director
<PAGE>
 
                                      -12-


CONSENTED TO:

NATIONAL RESTAURANT
  ENTERPRISES, INC.


By: __________________________
    Title:

THE FIRST NATIONAL BANK
  OF BOSTON, as Agent


By: /s/ Timothy M. Barns
    --------------------------
    Timothy M. Barns, Director
<PAGE>
 
                                   Schedule 1

<TABLE>
<CAPTION>
===============================================================================================
                                 Revolving                                          Commitment
                                Credit Loan                                         Percentage
        Banks                    Commitment     Term Loan A       Term Loan B      Of All Loans
===============================================================================================
-----------------------------------------------------------------------------------------------
<S>                              <C>            <C>               <C>                   <C>  
The First National Bank
 of Boston                       $6,600,000     $ 9,800,000       $ 4,100,000           20.5%
100 Federal
Boston, MA 02110
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Heller Financial, Inc.
500 West Monroe                      $0              $0           $20,500,000           20.5%
Chicago, IL 60661
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Sanwa Business Credit
Corporation                          $0         $10,000,000       $ 5,000,000           15.0%
One South Wacker
Chicago, IL 60606
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Credit Agricole
55 East Monroe Street            $2,500,000     $ 7,500,000            $0               10.0%
Chicago, IL 60603-5702
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Deutsche Financial Services
Holding Corporation              $2,500,000     $ 7,500,000            $0               10.0%
635 Maryville Centre Drive
St. Louis, MO 63141
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Banque Paribas
787 Seventh Avenue               $2,500,000     $ 7,500,000            $0               10.0%
New York, NY 10019
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Comerica Bank Illinois
4747 W. Dempster                 $  900,000     $ 2,700,000       $ 2,400,000            6.0%
Skokie, Illinois 60076
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Merrill Lynch Prime Rate
Portfolio                            $0              $0           $ 4,000,000            4.0%
800 Scudders Mill Road
Plainsboro, NJ 08536
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Merrill Lynch Senior
Floating Rate Fund, Inc.             $0              $0           $ 4,000,000            4.0%
800 Scudders Mill Road
Plainsboro, NJ 08536
-----------------------------------------------------------------------------------------------
</TABLE>