SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Exhibit 10.1

SECOND AMENDMENT

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT , dated as of January 29, 2009 (this “ Amendment ”), by and among MCCORMICK & SCHMICK ACQUISITION CORP. , a Delaware corporation (“ MSAC ”) and THE BOATHOUSE RESTAURANTS OF CANADA, INC. , a British Columbia corporation (collectively, the “ Borrowers ”), the lenders from time to time party thereto (the “ Lenders ”), and BANK OF AMERICA, N.A. , as administrative agent 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 previously 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 sole lead arranger. Terms not otherwise defined herein which are defined in the Credit Agreement shall have the same respective meanings herein as therein.

WHEREAS, both the Borrowers and the Lenders desire to amend the Credit Agreement as more fully provided 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. 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 deleting the table included in the definition of “Applicable Margin” therein and the proviso following immediately thereafter and substituting the following table and proviso therefor:

provided that , from the Second Amendment Date through the date immediately preceding the first Adjustment Date subsequent thereto, the Applicable Margin shall be that percentage corresponding to Level I.

(b) Amendment to § 1.1 of the Credit Agreement (Definitions ). § 1.1 of the Credit Agreement is hereby further amended by deleting the definition of “Base Rate” therein and substituting the following definition of “Base Rate” therefore:

Base Rate . For any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, and (c) the Eurodollar Rate in effect for such day that would apply to an Interest Period of one (1)-month beginning on such day plus 1%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

(c) Amendment to § 1.1 of the Credit Agreement (Definitions ). § 1.1 of the Credit Agreement is hereby further amended by deleting the definition of “Consolidated EBITDA” therein and substituting the following definition of “Consolidated EBITDA” therefore:

Consolidated EBITDA . With respect 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 such

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Person’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 Total Interest 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 ordinary course of business) for such period, plus (vi) non-cash impairment charges in connection with the impairment of intangible assets and the impairment or disposal of long-lived assets (including in connection with the closure of restaurants) for such period, plus (vii) for any Reference Period ending on or before the end of FQ3 2008, settlement payments for such period in connection with any of the pending litigation listed in Schedule 8.7 of the Credit Agreement as of December 28, 2007, 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 for such period, plus (viii) non-cash stock compensation expenses incurred for such period, plus (ix) for any fiscal period which includes any of FQ4 2008, FQ1 2009, FQ2 2009 or FQ3 2009, any severance charges incurred during any of such specified fiscal quarters, provided that the aggregate amount for all of such fiscal quarters of such severance charges which may be added back to Consolidated Pre-Tax Income pursuant to this clause (ix) shall not exceed $1,000,000, and minus (c) to the extent not deducted in the calculation of Consolidated Pre-Tax Income, (i) GAAP deferred rent credits for such period and (ii) net gains on sales of assets for such period, whether or not extraordinary (excluding sales in the ordinary course of business), and other extraordinary gains for such period.

(d) Amendment to § 1.1 of the Credit Agreement (Definitions ). § 1.1 of the Credit Agreement is hereby further amended by deleting the clause (e) of the definition of “Permitted Acquisitions” therein and substituting the following new clause (e) therefore:

(e) the Borrowers shall have demonstrated to the reasonable satisfaction of the Administrative Agent that, immediately after giving effect to the Acquisition (including the making of any Revolving Credit Loans required to finance such Acquisition and the incurrence of any other Indebtedness required to finance the Acquisition), all covenants (including covenants contained in § 11 of this Credit Agreement) contained herein would have been satisfied on a pro forma basis as at the end of and for the most recently ended Reference Period, except that with respect to § 11.1 the Borrowers shall have demonstrated to the

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reasonable satisfaction of the Administrative Agent that on a pro forma basis after giving effect to such Acquisition as provided above, the Adjusted Leverage Ratio for the Reference Period then most recently ended would not have exceeded the difference of (i) the Scheduled Adjusted Leverage Ratio required for such Reference Period minus (ii) 0.25;

(e) Amendment to § 1.1 of the Credit Agreement (Definitions ). § 1.1 of the Credit Agreement is hereby further amended by adding the following definition of “Second Amendment Date” in the proper alphabetical order:

Second Amendment Date . January 29, 2009.

(f) Amendment to § 1.1 of the Credit Agreement (Definitions ). § 1.1 of the Credit Agreement is hereby further amended by deleting the definition of “Step-Up Amount” therein in its entirety.

(g) Amendment to § 1.1 of the Credit Agreement (Definitions ). § 1.1 of the Credit Agreement is hereby further amended by deleting the definition of “Total Commitment” therein and substituting the following definition of “Total Commitment” therefore:

Total Commitment . Ninety Million U.S. Dollars ($90,000,000), as such amount may be decreased from time to time pursuant to the terms hereof or increased after the Closing Date pursuant to the terms and conditions set forth in § 3 or § 16.

(h) Amendment to § 10.4(d) of the Credit Agreement (Restricted Payments) . § 10.4(d) of the Credit Agreement is hereby further amended by deleting § 10.4(d) in its entirety and substituting the following in lieu thereof:

(d) Distributions by the Domestic Borrower to its Parent in an aggregate amount not to exceed $20,000,000 in any calendar year or $40,000,000 during the term of this Credit Agreement, solely for the purpose of enabling Parent to make distributions to MSSR to enable MSSR to purchase its publicly traded stock at such price as may be quoted from time to time on NASDAQ, provided that at least three Business Days prior to the date any such Distribution is made by the Domestic Borrower, the Domestic Borrower shall deliver to the Administrative Agent a certificate signed by an authorized officer of the Domestic Borrower demonstrating to the reasonable satisfaction of the Administrative Agent that on a pro forma basis after giving effect to the incurrence of any Indebtedness required to finance such Distributions that (i) the Adjusted Leverage Ratio for the Reference Period then most recently ended did not exceed the difference of

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(A) the Scheduled Adjusted Leverage Ratio required for such Reference Period minus (B) 0.50, and (ii) no Default or Event of Default then exists or would occur after giving effect to such Distribution, such certificate to be in form and