Second Amendment to Credit Agreement



 Exhibit 10.1 
 SECOND AMENDMENT 
 TO REVOLVING CREDIT AGREEMENT 
 This SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of October 31, 2006 (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; 
  

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 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. Amendments to the Credit Agreement. 
 (a) Amendment to §1.1
of the Credit Agreement (Definitions). §1.1 of the Credit Agreement is hereby amended by inserting the following new definition in the proper alphabetical order therein: 
 Boathouse Acquisition. The acquisition by the Borrowers of five full-service Boathouse Restaurants and one restaurant under
construction in Vancouver, British Columbia from Spectra Group of Great Restaurants, Inc., a company organized under the laws of Canada. 
 (b) Amendment to §10.5.3 of the Credit Agreement (Acquisitions). §10.5.3 of the Credit Agreement is hereby amended by deleting the figure of “$10,000,000” in the last line therein and
substituting the figure “$30,000,000” therefore. 
 (c) Amendment to §11.3 of the Credit Agreement (Growth
Capital Expenditures). §11.3 of the Credit Agreement is hereby amended by inserting the following immediately after “Notwithstanding the foregoing” in the first paragraph following the table therein: 
 (1) the maximum Growth Capital Expenditures set forth in the table above shall be increased, one time, by an amount equal to $20,000,000
in connection with the Boathouse Acquisition and solely in the fiscal year in which the Boathouse Acquisition is consummated, which shall be, for the avoidance of doubt either the fiscal year ending 2006 or the fiscal year ending 2007 and (2)

 1.2. Conditions to Effectiveness. This Amendment shall be effective as of the date hereof 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. 
 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. 
  

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 (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. 
 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 

  

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(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:



  

			
	 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



  

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	 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



  

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	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



  

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	BANK OF AMERICA, N.A., as successor by merger to Fleet National Bank, individually and as Administrative Agent
		
	 By:
	 	  


  

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	COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK INTERNATIONAL” NEW YORK BRANCH
		
	 By:
	 	  
		 	 Name:
 Title:

		
	 By:
	 	  
		 	 Name:
 Title:



  

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