McCORMICK & SCHMICK’S SEAFOOD RESTAURANTS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. (Rights Agent) Rights Agreement Dated as of April 18, 2011Rights Agreement • April 21st, 2011 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places • Delaware
This Rights Agreement (this “Agreement”) dated as of April 18, 2011 is between McCormick & Schmick’s Seafood Restaurants, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
McCORMICK & SCHMICK’S SEAFOOD RESTAURANTS, INC. COMMON STOCK UNDERWRITING AGREEMENT dated May 18, 2006Underwriting Agreement • May 18th, 2006 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places • New York
McCORMICK & SCHMICK'S SEAFOOD RESTAURANTS, INC. 10,000,000 Shares Common Stock UNDERWRITING AGREEMENT dated July [ ], 2004 Banc of America Securities LLC RBC Capital Markets Corporation SG Cowen & Co., LLC Wachovia Capital Markets, LLCUnderwriting Agreement • July 16th, 2004 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places • New York
This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTRevolving Credit Agreement • November 23rd, 2010 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places
provided that, from the Third Amendment Date through the date immediately preceding the first Adjustment Date following the delivery of the Compliance Certificate relating to FQ1 2011, the Applicable Margin shall be that percentage corresponding to Level II.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 9th, 2006 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places
This Agreement is made and entered into as of (the “Grant Date”) by and between McCormick & Schmick’s Seafood Restaurants, Inc., a Delaware corporation (the “Company”) and (the “Employee”).
COVENANT NOT TO COMPETE AGREEMENTCompete Agreement • April 29th, 2004 • McCormick & Schmick Holdings, L.L.C.
This Agreement is made effective the 1st day of January, 2004, between Douglas L. Schnick (hereinafter termed “Executive”) and McCormick & Schmick Acquisition Corp. (hereinafter termed “Company”).
AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT December , 2008Executive Severance Agreement • March 10th, 2009 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places • Oregon
The Company considers the attraction and retention of highly qualified management personnel to be essential to promoting the best interests of the Company and its shareholders. In this connection, the Company recognizes that, as is the case of many publicly held corporations, the possibility of a change of control exists and this possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. To induce Executive to remain employed by the Company in the face of uncertainties about the long-term strategies of the Company and possible change of control of the Company and their potential impact on Executive’s position with the Company, this Agreement, which has been approved by the Board of Directors of the Company, sets forth the severance benefits that the Company will provide to Executive if Executive’s employment by the Company is terminated in th
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MCCORMICK & SCHMICK HOLDINGS, LLCLimited Liability Company Agreement • April 29th, 2004 • McCormick & Schmick Holdings, L.L.C. • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of August 22, 2001, of McCormick & Schmick Holdings, LLC, a Delaware limited liability company (the “LLC” or “Company”), by and among the Members listed on the attached Schedule I. Certain terms used herein but not otherwise defined have the meaning set forth in Section 1.8.
MEMBERS AGREEMENTMembers Agreement • April 29th, 2004 • McCormick & Schmick Holdings, L.L.C. • Delaware
This MEMBERS AGREEMENT (this “Agreement”) is dated as of August 22, 2001, by and among McCormick & Schmick Holdings, LLC, a Delaware limited liability company (together with its successors, the “LLC”), Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRS”), Castle Harlan Partners III, L.P., a Delaware limited partnership (“Castle Harlan”), Julie Frist (“Frist”), Marilena Tibrea (“Tibrea”), David B. Pittaway (“Pittaway”), Mellon Bank, N.A., as trustee for the Bell Atlantic Master Trust (“Bell Atlantic”), BancBoston Capital, Inc., a Massachusetts corporation (“BancBoston”), IBJ Whitehall Capital Corporation, a Delaware corporation (“IBJ”), Richard F. Burke, Jr. (“Burke”), Robert A. Engel (“Engel”), Mary Price Gay (“Gay”), Elliott H. Jones (“Jones”), Phillip Krall (“Krall”), H. Conrad Meyer (“Meyer”), Charles G. Phillips (“Phillips”), Phillips Family Foundation (“Phillips Foundation”), Craig J. Pisani (“Pisani”), James R. Raith, Jr. (“Raith”), Tom Steiglehner (
McCORMICK & SCHMICK'S SEAFOOD RESTAURANTS, INC. 6,000,000 Shares Common Stock UNDERWRITING AGREEMENT dated July 19, 2004 Banc of America Securities LLC RBC Capital Markets Corporation SG Cowen & Co., LLC Wachovia Capital Markets, LLCMcCormick & Schmicks Seafood Restaurants Inc. • July 22nd, 2004 • Retail-eating places • New York
BANC OF AMERICA SECURITIES LLC RBC CAPITAL MARKETS CORPORATION SG COWEN & CO., LLC WACHOVIA CAPITAL MARKETS, LLC As Representatives of the several Underwriters c/o BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, NY 10019
McCormick & Schmick's Seafood Restaurants, Inc. Incentive Stock Option AgreementIncentive Stock Option Agreement • June 23rd, 2004 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places • Oregon
This Agreement is between McCormick & Schmick's Seafood Restaurants, Inc., a Delaware corporation (the "Company"), and [ ] (the "Optionee"), pursuant to the Company's 2004 Stock Incentive Plan (the "Plan"). The Company and the Optionee agree as follows:
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of October 28, 2003 amongRevolving Credit Agreement • April 29th, 2004 • McCormick & Schmick Holdings, L.L.C.
This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of October 28, 2003, 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 & SCHMI
EXHIBIT G-1 LEASEMcCormick & Schmicks Seafood Restaurants Inc. • June 3rd, 2004 • Retail-eating places • Oregon
Via Email: John T. Twichell@pjc.com Board of Directors McCormick & Schmick’s Seafood Restaurants, Inc. c/o Piper Jaffray & Co. Attention: John T. TwichellMcCormick & Schmicks Seafood Restaurants Inc. • November 22nd, 2011 • Retail-eating places
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 8th, 2007 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places
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, M
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 10th, 2008 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places
This FIRST AMENDMENT TO AMENDED 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 THE BOATHOUSE 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 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 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.
ContractExercise Agreement • April 29th, 2004 • McCormick & Schmick Holdings, L.L.C. • Delaware
This Warrant was originally issued on August 22, 2001, and has not been registered under the Securities Act of 1933, as amended (the “Act”). This Warrant may not be transferred in violation of the Act, the rules and regulations thereunder or the provisions of this Warrant. This Warrant is also subject to a Limited Liability Company Agreement and a Members Agreement, each dated as of August 22, 2001, and among the members of McCormick & Schmick Holdings LLC (the “Company”). A copy of each such agreement will be furnished without charge by the Company to the holder hereof upon request.
SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • January 30th, 2009 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places
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.
MANAGEMENT AGREEMENTManagement Agreement • April 29th, 2004 • McCormick & Schmick Holdings, L.L.C. • New York
MANAGEMENT AGREEMENT (this “Agreement”) made as of this 22nd day of August, 2001 by and among Bruckmann, Rosser, Sherrill & Co., LLC., a Delaware limited liability company (“BRS”), Castle Harlan, Inc., a Delaware corporation (“CHI”), McCormick & Schmick Acquisition Corp., a Delaware corporation (the “Company”), and McCormick & Schmick Restaurant Corp., a Delaware corporation (“Restaurant Corp.”).
McCormick & Schmick's Termination of Covenant Not to CompeteMcCormick & Schmicks Seafood Restaurants Inc. • June 23rd, 2004 • Retail-eating places
This Termination of Covenant Not to Compete ("Termination") is effective as of June 25, 2004 between McCormick & Schmick Acquisition Corp., a Delaware corporation ("MSAC"), McCormick & Schmick Holdings LLC, a Delaware limited liability company ("Holdings"), McCormick & Schmick's Seafood Restaurants, Inc. ("MSSR") and Douglas L. Schmick ("Executive").
LEASELease • June 23rd, 2004 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places • Oregon
THIS LEASE made and dated as of this 18th day of June, 2004, between DLS INVESTMENTS, LLC ("Lessor"), and McCORMICK & SCHMICK RESTAURANT CORP. ("Lessee").
EXECUTIVE SEVERANCE AGREEMENT [Date]Severance Agreement • June 23rd, 2004 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places • Oregon
The Company considers the attraction and retention of highly qualified management personnel to be essential to promoting the best interests of the Company and its shareholders. In this connection, the Company recognizes that, as is the case of many publicly held corporations, the possibility of a change of control exists and this possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. To induce Executive to remain employed by the Company in the face of uncertainties about the long-term strategies of the Company and possible change of control of the Company and their potential impact on Executive's position with the Company, this Agreement, which has been approved by the Board of Directors of the Company, sets forth the severance benefits that the Company will provide to Executive if Executive's employment by the Company is terminated in th
AGREEMENT AND PLAN OF MERGER by and among LANDRY’S, INC., LANDRY’S MSA CO., INC., and MCCORMICK & SCHMICK’S SEAFOOD RESTAURANTS, INC. Dated as of November 7, 2011Agreement and Plan of Merger • November 10th, 2011 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 7, 2011, is entered into by and among Landry’s, Inc., a Delaware corporation (“Parent”), Landry’s MSA Co., Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Acquisition Sub”), and McCormick & Schmick’s Seafood Restaurants, Inc., a Delaware corporation (the “Company”). Each of Parent, Acquisition Sub and the Company are referred to herein as a “Party” and together as “Parties.” All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I.
LEASE SUMMARY SHEETLease Agreement • June 3rd, 2004 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places • Oregon
THIS LEASE AGREEMENT IS MADE THIS 14th day of February 1985, between CORNERSTONE DEVELOPMENT COMPANY, a Washington corporation, dba in Oregon as CORNERSTONE/WEYERHAEUSER COMPANY ("Landlord") and CORNERSTONE-McCORMICK JOINT VENTURE, dba HARBORSIDE RESTAURANT, a general partnership in the State of Oregon as ("Tenant")
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 6th, 2006 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places
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,
EXECUTIVE SUBSCRIPTION AGREEMENTExecutive Subscription Agreement • June 3rd, 2004 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places • Delaware
This EXECUTIVE SUBSCRIPTION AGREEMENT (this "Agreement") is dated as of February 28, 2003, by and between McCormick & Schmick Holdings, LLC, a Delaware limited liability company (the "LLC" or "Company"), and Ray Bean (the "Executive"). Capitalized terms used herein but not otherwise defined have the meaning set forth in Section 1 below.
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 7th, 2011 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places
This FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of August 1, 2011 (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 amended and in effect from time to time, including, without limitation, as amended by that certain Third Amendment to Amended and Restated Credit Agreement dated as of November 17, 2010, which amended the text of the Amended and Restated Revolving Credit Agreement in its entirety, the “Credit Agreement”), by and among the Borrowers, the Lenders, the Administrative Agent and MERR
Employment AgreementEmployment Agreement • March 8th, 2010 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places • Oregon
On behalf of McCormick & Schmick’s, it is with great pleasure that we offer you the position of Chief Financial Officer. This letter will serve to outline the terms of our offer. If the terms summarized are acceptable, please sign one (1) copy in the space provided and return to our office as soon as possible.
McCORMICK & SCHMICK’S SEAFOOD RESTAURANTS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2009 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places • Oregon
In consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the Company and Executive agree as follows.
JOINT FILING AGREEMENTJoint Filing Agreement • November 24th, 2010 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share, of McCormick & Schmick’s Seafood Restaurants, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
MANAGEMENT AGREEMENTManagement Agreement • June 23rd, 2004 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places • New York
MANAGEMENT AGREEMENT (this "Agreement") made as of this 22nd day of August, 2001 by and among Castle Harlan, Inc., a Delaware corporation ("CHI"), Bruckmann, Rosser, Sherrill & Co., LLC. ("BRS"), a Delaware limited liability company ("BRS"), McCormick & Schmick Acquisition Corp., a Delaware corporation (the "Company"), and McCormick & Schmick Restaurant Corp., a Delaware corporation ("Restaurant Corp.").
AMENDMENT TO LEASELease • November 30th, 2005 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places
This Amendment to Lease (this “Amendment”) is dated this 23rd day of November, 2005, and is made by DLS INVESTMENTS, LLC, as “Lessor” and McCORMICK & SCHMICK RESTAURANT CORP., a Delaware corporation, as “Lessee.” This Amendment amends the “Lease” dated June 18, 2004, executed by Lessor and Lessee (together with this Amendment, the “Lease”) for the leased premises (the “Premises”) located at the property commonly known as the Maurice Dear Building at 411-417 SW 12th Avenue, Portland, Oregon.
Termination of BRS and Castle Harlan Management AgreementsMcCormick & Schmicks Seafood Restaurants Inc. • June 23rd, 2004 • Retail-eating places
This Termination of BRS and Castle Harlan Management Agreements ("Termination") is effective as of June 25, 2004 between McCormick & Schmick Acquisition Corp., a Delaware corporation ("MSAC"), McCormick & Schmick Restaurant Corp., a Delaware corporation ("MSRC"), McCormick & Schmick Holdings LLC, a Delaware limited liability company ("Holdings"), McCormick & Schmick's Seafood Restaurants, Inc. ("MSSR"), Bruckmann, Rosser, Sherrill & Co., L.L.C., a Delaware limited liability corporation ("BRS") and Castle Harlan, Inc., a Delaware corporation ("Castle Harlan").
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 9th, 2006 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places
Notwithstanding the foregoing, if the Borrowers fail to deliver any Compliance Certificate pursuant to §9.4(d) hereof, then for the period commencing on the date after the day on which such Compliance Certificate was due through the date which is five (5) Business Days after such Compliance Certificate is delivered, the Applicable Margin shall be that percentage corresponding to Level V in the table above.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2004 • McCormick & Schmick Holdings, L.L.C. • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 22, 2001, by and among McCormick & Schmick Holdings, LLC, a Delaware limited liability company (together with its successors, the “LLC”), Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRS”), Castle Harlan Partners III, L.P., a Delaware limited partnership (“Castle Harlan”), Julie Frist (“Frist”), Marilena Tibrea (“Tibrea”), David B. Pittaway (“Pittaway”), Mellon Bank, N.A., as trustee for the Bell Atlantic Master Trust (“Bell Atlantic”), BancBoston Capital, Inc., a Massachusetts corporation (“BancBoston”), IBJ Whitehall Capital Corporation, a Delaware corporation (“IBJ”), Richard F. Burke, Jr. (“Burke”), Robert A. Engel (“Engel”), Mary Price Gay (“Gay”), Elliott H. Jones (“Jones”), Phillip Krall (“Krall”), H. Conrad Meyer (“Meyer”), Charles G. Phillips (“Phillips”), Phillips Family Foundation (“Phillips Foundation”), Craig J. Pisani (“Pisani”), James R. Raith, Jr. (“Raith”), Tom Steigleh
