Third Amendment to Revolving Credit Agreement



 Exhibit 10.1 
 THIRD AMENDMENT 
 TO REVOLVING CREDIT AGREEMENT 
 This THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of November 6, 2007 (this “Amendment”), by and among
MCCORMICK & SCHMICK ACQUISITION CORP., a Delaware corporation (“MSAC”), MCCORMICK & SCHMICK RESTAURANT CORP., a Delaware corporation (“MSRC”), MCCORMICK & SCHMICK MARYLAND
LIQUOR, INC., a Maryland corporation, MCCORMICK & SCHMICK ACQUISITION I TEXAS, INC., a Texas corporation (“MS Acquisition I”), MCCORMICK & SCHMICK ACQUISITION II TEXAS, INC., a
Delaware corporation (“MS Acquisition II”), MCCORMICK & SCHMICK ACQUISITION TEXAS LP, a Texas limited partnership, MCCORMICK & SCHMICK ACQUISITION III TEXAS, INC., a Texas corporation,
MCCORMICK & SCHMICK’S ATLANTA II, LLC, a Delaware limited liability company, MCCORMICK & SCHMICK’S HACKENSACK, LLC, a Delaware limited liability company, MCCORMICK & SCHMICK ORLANDO, LLC, a
Delaware limited liability company, MCCORMICK & SCHMICK DALLAS, L.P., a Texas limited partnership, MCCORMICK & SCHMICK DALLAS LIQUOR, INC., a Texas corporation, MCCORMICK & SCHMICK AUSTIN, LP, a Texas
limited partnership, MCCORMICK & SCHMICK AUSTIN LIQUOR, INC., a Texas corporation, and each of the other Subsidiaries of MSAC which shall from time to time hereafter become a party thereto pursuant to §9.17 of the Credit
Agreement (as defined below) (collectively, the “Borrowers”), BANK OF AMERICA, N.A., as successor by merger to Fleet National Bank, and COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK
INTERNATIONAL” NEW YORK BRANCH (collectively, the “Lenders”), BANK OF AMERICA, N.A., as successor by merger to Fleet National Bank, as administrative agent for itself and the Lenders (in such capacity, the
“Administrative Agent”), amends certain provisions of the Revolving Credit Agreement, dated as of July 23, 2004 (as amended and in effect from time to time, the “Credit Agreement”), by and among the
Borrowers, the Lenders, the Administrative Agent and BANC OF AMERICA SECURITIES LLC, as arranger. Terms not otherwise defined herein which are defined in the Credit Agreement shall have the same respective meanings herein as therein.

 WHEREAS, the Borrowers have requested that the Administrative Agent and the Lenders amend certain provisions of the Credit
Agreement; and 
 WHEREAS, the Administrative Agent and the Lenders have agreed to amend certain provisions of the Credit Agreement as
provided more fully herein below; 
 NOW THEREFORE, in consideration of the mutual agreements contained in the Credit Agreement and
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1.1. Amendment to §10.1 of the Credit Agreement (Restrictions on Indebtedness). §10.1(d) of the Credit Agreement is hereby amended by deleting the figure of “$3,000,000” in the
last line therein and substituting the figure “$10,000,000” therefor. 
 1.2. Conditions to Effectiveness.
Upon the Administrative Agent’s receipt of a counterpart signature page to this Amendment duly executed and delivered by each of the Borrowers, the Required Lenders and the Administrative Agent, this Amendment shall be deemed to be effective as
of September 28, 2007. 







 1.3. Representations and Warranties. Each of the Borrowers hereby represents and
warrants to the Administrative Agent and the Lenders as follows: 
 (a) Representations and Warranties
in the Credit Agreement. The representations and warranties of each of the Borrowers contained in the Credit Agreement were true and correct in all material respects as of the date when made and continue to be true and
correct in all material respects on the date hereof, except to the extent of changes resulting from transactions or events contemplated or permitted by the Credit Agreement and the other Loan Documents and changes occurring in the ordinary course of
business that singly or in the aggregate are not materially adverse, or to the extent that such representations and warranties relate expressly to an earlier date. 
 (b) Ratification, Etc. Except as expressly amended or waived hereby, the Credit Agreement and the other Loan Documents, and
all documents, instruments and agreements related thereto, are hereby ratified and confirmed in all respects and shall continue in full force and effect. The Credit Agreement shall, together with this Amendment, be read and construed as a single
agreement. All references to the Credit Agreement in the Credit Agreement, the Loan Documents or any related agreement or instrument shall hereafter refer to the Credit Agreement as amended hereby. 
 (c) Authority, Etc. The execution and delivery by each of the Borrowers of this Amendment and the performance by such Person
of all of its agreements and obligations under the Credit Agreement as amended hereby are within the corporate, limited partnership or limited liability company authority, as applicable, of such Person and have been duly authorized by all necessary
entity proceedings on the part of such Person. 
 (d) Enforceability of Obligations. This Amendment and
the Credit Agreement as amended hereby constitute the legal, valid and binding obligations of each of the Borrowers enforceable against such Person in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally the enforcement of, creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion
of the court before which any proceeding therefore may be brought. 
 (e) No Default. No Default or Event of
Default has occurred and is continuing. 
 1.4. No Other Amendments. Except as expressly provided in this
Amendment, all of the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. Nothing contained in this Amendment shall (a) be construed to imply a willingness on the part of the Administrative
Agent or the Lenders to grant any similar or other future amendment, waiver or consent of any of the terms and conditions of the Credit Agreement or the other Loan Documents or (b) in any way prejudice, impair or effect any rights or remedies
of the Administrative Agent or the Lenders under the Credit Agreement or the other Loan Documents. 
 1.5. Execution
in Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but which together shall constitute one instrument. In proving this Amendment, it shall not be necessary to
produce or account for more than one such counterpart signed by the party against whom enforcement is sought. 
  

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 1.6. Expenses. Pursuant to §17.2 of the Credit Agreement, all reasonable costs
and expenses incurred or sustained by the Administrative Agent in connection with this Amendment, including the fees and disbursements of legal counsel for the Administrative Agent in producing, reproducing and negotiating the Amendment, will be for
the account of the Borrowers whether or not the transactions contemplated by this Amendment are consummated. 
 1.7.
Miscellaneous. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). The captions in this Amendment are for convenience of reference only and shall not define or limit the provisions hereof. 
 [signature pages follow] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a document under seal as of
the date first above written. 
  

					
	MCCORMICK & SCHMICK ACQUISITION CORP.
		
	By:	 	/s/ Emanuel N. Hilario
		 	Name:	 	Emanuel N. Hilario
		 	Title:	 	Chief Financial Officer
	
	MCCORMICK & SCHMICK RESTAURANT CORP.
		
	By:	 	/s/ Emanuel N. Hilario
		 	Name:	 	Emanuel N. Hilario
		 	Title:	 	Chief Financial Officer
	
	MCCORMICK & SCHMICK MARYLAND LIQUOR, INC.
		
	By:	 	/s/ Emanuel N. Hilario
		 	Name:	 	Emanuel N. Hilario
		 	Title:	 	Secretary
	
	MCCORMICK & SCHMICK ACQUISITION I TEXAS, INC.
		
	By:	 	/s/ Emanuel N. Hilario
		 	Name:	 	Emanuel N. Hilario
		 	Title:	 	Authorized Person
	
	MCCORMICK & SCHMICK ACQUISITION II TEXAS, INC.
		
	By:	 	/s/ Emanuel N. Hilario
		 	Name:	 	Emanuel N. Hilario
		 	Title:	 	Authorized Person


 Signature Page to Third Amendment 








					
	MCCORMICK & SCHMICK ACQUISITION TEXAS LP
	By:	 	McCormick & Schmick Acquisition I Texas, Inc., its General Partner
		
	By:	 	/s/ Emanuel N. Hilario
		 	Name:	 	Emanuel N. Hilario
		 	Title:	 	Authorized Person
	
	MCCORMICK & SCHMICK ACQUISITION III TEXAS, INC.
		
	By:	 	/s/ Emanuel N. Hilario
		 	Name:	 	Emanuel N. Hilario
		 	Title:	 	Authorized Person
	
	MCCORMICK & SCHMICK’S ATLANTA II, LLC
		
	By:	 	/s/ Emanuel N. Hilario
		 	Name:	 	Emanuel N. Hilario
		 	Title:	 	Manager
	
	MCCORMICK & SCHMICK’S HACKENSACK, LLC
		
	By:	 	/s/ Emanuel N. Hilario
		 	Name:	 	Emanuel N. Hilario
		 	Title:	 	Manager
	
	MCCORMICK & SCHMICK ORLANDO, LLC
		
	By:	 	/s/ Emanuel N. Hilario
		 	Name:	 	Emanuel N. Hilario
		 	Title:	 	Manager


 Signature Page to Third Amendment 








					
	MCCORMICK & SCHMICK DALLAS, LP
	By:	 	McCormick & Schmick Acquisition I Texas, Inc., its General Partner
		
	By:	 	/s/ Emanuel N. Hilario
		 	Name:	 	Emanuel N. Hilario
		 	Title:	 	Authorized Person
	
	MCCORMICK & SCHMICK DALLAS LIQUOR, INC.
		
	By:	 	/s/ Emanuel N. Hilario
		 	Name:	 	Emanuel N. Hilario
		 	Title:	 	Authorized Person
	
	MCCORMICK & SCHMICK AUSTIN, LP
	By:	 	McCormick & Schmick Acquisition I Texas, Inc., its General Partner
		
	By:	 	/s/ Emanuel N. Hilario
		 	Name:	 	Emanuel N. Hilario
		 	Title:	 	Authorized Person
	
	MCCORMICK & SCHMICK AUSTIN LIQUOR, INC.
		
	By:	 	/s/ Emanuel N. Hilario
		 	Name:	 	Emanuel N. Hilario
		 	Title:	 	Authorized Person


 Signature Page to Third Amendment 








					
	BANK OF AMERICA, N.A., as successor by merger to Fleet National Bank, individually and as Administrative Agent
		
	By:	 	/s/ Kalens Herold
		 	Name:	 	Kalens Herold
		 	Title:	 	Assistant Vice President


 Signature Page to Third Amendment 








					
	COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK INTERNATIONAL” NEW YORK BRANCH
		
	By:	 	/s/ Terese Rowe
		 	Name:	 	Terese Rowe
		 	Title:	 	Vice President
		
	By:	 	/s/ Rebecca O. Morrow
		 	Name:	 	Rebecca O. Morrow
		 	Title:	 	Executive Director


 Signature Page to Third Amendment