**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 MARYLANDLIQUOR, INC.**, a Maryland corporation, **MCCORMICK & SCHMICK ACQUISITION I TEXAS, INC.**, a Texas corporation (“MSAcquisitionI”), **MCCORMICK & SCHMICK ACQUISITION II TEXAS, INC.**, aDelaware corporation (“MSAcquisitionII”), **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**, aDelaware 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 Texaslimited 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 CreditAgreement (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. “RABOBANKINTERNATIONAL” 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 “CreditAgreement”), by and among theBorrowers, 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 CreditAgreement; and 

**WHEREAS**, the Administrative Agent and the Lenders have agreed to amend certain provisions of the Credit Agreement asprovided more fully herein below; 

**NOW THEREFORE**, in consideration of the mutual agreements contained in the Credit Agreement andherein 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 thelast 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 asof September 28, 2007. 

**1.3.****Representations and Warranties.** Each of the Borrowers hereby represents andwarrants to the Administrative Agent and the Lenders as follows: 

(a) RepresentationsandWarrantiesintheCreditAgreement. 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 andcorrect 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 ofbusiness 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, andall 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 singleagreement. 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 Personof 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 necessaryentity proceedings on the part of such Person. 

(d) EnforceabilityofObligations. This Amendment andthe 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 discretionof the court before which any proceeding therefore may be brought. 

(e) NoDefault. No Default or Event ofDefault has occurred and is continuing. 

**1.4.****NoOtherAmendments.** Except as expressly provided in thisAmendment, 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 AdministrativeAgent 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 remediesof the Administrative Agent or the Lenders under the Credit Agreement or the other Loan Documents. 

**1.5.****ExecutioninCounterparts**. 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 toproduce 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 costsand 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 forthe 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 ofthe 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 PartnerBy: /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 PartnerBy: /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 PartnerBy: /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 AgentBy: /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 PresidentBy: /s/ Rebecca O. Morrow Name: Rebecca O. Morrow Title: Executive Director
Signature Page to Third Amendment