**Exhibit 10.1**

**FIRST AMENDMENT**

**TO**

**AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT**

This **FIRST AMENDMENT TOAMENDED AND RESTATED REVOLVING CREDIT AGREEMENT**, dated as of March 7, 2008 (this “Amendment”), by and among **MCCORMICK & SCHMICK ACQUISITION CORP.**, a Delaware corporation (“MSAC”) and **THEBOATHOUSE RESTAURANTS OF CANADA, INC.**, a British Columbia corporation (collectively, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”), **BANK OF AMERICA, N.A.**, as administrativeagent for itself and the Lenders (in such capacity, the “Administrative Agent”), amends certain provisions of the Amended and Restated Revolving Credit Agreement, dated as of December 28, 2007 (as amended and in effect fromtime to time, the “Credit Agreement”), by and among the Borrowers, the Lenders, the Administrative Agent and **BANC OF AMERICA SECURITIES LLC**, as sole lead arranger. Terms not otherwise defined herein which are defined in theCredit Agreement shall have the same respective meanings herein as therein. 

**WHEREAS,** both the Borrowers and the Lender desire toamend the definition of Consolidated EBITDA in the Credit Agreement; and 

**WHEREAS**, the parties have agreed to amend such definitionas more fully provided 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 §1.1 of the Credit Agreement (Definitions).** §1.1 of the Credit Agreement is hereby amended by deleting the definition of “Consolidated EBITDA” therein andsubstituting the following definition of “Consolidated EBITDA” therefore: 

“Consolidated EBITDA. Withrespect to any fiscal period, an amount equal to the sum of (a) Consolidated Pre-Tax Income of the Borrowers and their Subsidiaries for such fiscal period, plus (b) in each case to the extent deducted in the calculation of suchPerson’s Consolidated Pre-Tax Income and without duplication, (i) depreciation and amortization for such period, plus (ii) Consolidated Restaurant Pre-Opening Costs for such period, plus (iii) Consolidated TotalInterest Expense paid or accrued during such period, plus (iv) non-cash charges for rental expenses for such period, plus (v) net losses from sales of assets, whether or not extraordinary (excluding sales in the ordinarycourse of business), plus (vi) non-cash impairment charges in connection with the impairment or disposal of long-lived assets (including in connection with the closure of restaurants) in accordance with Financial Accounting StandardBoard Statement No. 144, plus (vii) for any Reference Period ending on or before the end of FQ3 2008, settlement payments in connection with any of the pending litigation listed in Schedule 8.7 of the Credit Agreement as of the datehereof, provided that the aggregate amount of any such settlement payments which may be added back to Consolidated Pre-Tax Income pursuant to this clause (vii) shall not exceed $2,200,000, 

and minus (c) to the extent not deducted in the calculation of Consolidated Pre-Tax Income, (i) GAAP deferred rent credits for such periodand (ii) net gains on sales of assets, whether or not extraordinary (excluding sales in the ordinary course of business), and other extraordinary gains.” 

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 and the RequiredLenders, this Amendment shall be deemed to be effective retroactively to December 28, 2007. 

1.3. **Representations andWarranties.** 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 andcontinue 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 occurringin 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, 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 Person of allof 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 entityproceedings on the part of such Person. 

(d) Enforceability of Obligations. This Amendment and the Credit Agreementas 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, moratoriumor 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 whichany proceeding therefore may be brought. 

(e) No Default. No Default or Event of Default has occurred and iscontinuing. 

1.4. **No Other Amendments.** Except as expressly provided in this Amendment, all of the terms and conditions of theCredit 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 orother future amendment, waiver or consent of any of the terms and conditions of the Credit Agreement or the other Loan Documents or (b) 

 

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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 LoanDocuments. 

1.5. **Execution in Counterparts**. This Amendment may be executed in any number of counterparts, each of which shallbe 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, and subject to §6.12(i) of the Credit Agreement, all outof pocket costs and expenses incurred by the Administrative Agent in connection with this Amendment, including the reasonable fees, charges and disbursements of legal counsel for the Administrative Agent in producing, reproducing and negotiating theAmendment, will be for the account of the Borrowers whether or not the transactions contemplated by this Amendment are consummated. 

1.7.**Miscellaneous**. **THIS AMENDMENT IS A CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TOCONFLICTS 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
**THE BOATHOUSE RESTAURANTS OF CANADA, INC.**By: 
/s/ Emanuel N. Hilario
 
Name: Emanuel N. Hilario

Title: Chief Financial Officer

**BANK OF AMERICA, N.A.**, as Administrative Agent
By: 
/s/ Kalens Herold
 
Name: Kalens Herold

Title: Assistant Vice President

**BANK OF AMERICA, N.A.**, as Lender
By: 
/s/ John H. Schmidt
 
Name: John H. Schmidt

Title: Vice President

 

**WACHOVIA BANK, NATIONAL ASSOCIATION,** as Lender
By: 
/s/Anthony D. Braxton
 
Name: Anthony D. Braxton

Title: Director

**JPMORGAN CHASE BANK,** as Lender
By: 
/s/ Sanjna Daphtary
 
Name: Sanjna Daphtary

Title: Vice President