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 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 (
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
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.
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.”).
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
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.
STOCK AND WARRANT PURCHASE AGREEMENT by and among MELLON BANK, N.A., as Trustee for The Bell Atlantic Master Trust, MCCORMICK & SCHMICK ACQUISITION CORP. II, and MCCORMICK & SCHMICK HOLDINGS LLC Dated as of August 22, 2001Stock and Warrant Purchase Agreement • April 29th, 2004 • McCormick & Schmick Holdings, L.L.C. • New York
STOCK AND WARRANT PURCHASE AGREEMENT dated as of August 22, 2001, by and among Mellon Bank, N.A., as Trustee for The Bell Atlantic Master Trust (“Bell Atlantic”), McCormick & Schmick Acquisition Corp. II, a Delaware corporation (the “Company”) and McCormick & Schmick Holdings LLC, a Delaware limited liability corporation (“M&S LLC”).
