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Exhibit 4.1




SUPPLEMENTAL INDENTURE




     THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is made as of the 28th day of
January, 2005, between The Men’s Wearhouse, Inc., a Texas corporation (the “Company”), and JPMorgan
Chase Bank, National Association (successor to JPMorgan Chase Bank), as trustee (the “Trustee”).



     WHEREAS, the Company and the Trustee heretofore executed and delivered that certain Indenture
dated as of October 21, 2003 (the “Indenture”);



     WHEREAS, pursuant to the Indenture, the Company issued and the Trustee authenticated and
delivered the Company’s 3.125% Convertible Senior Notes due 2023 (the “Securities”); and



     WHEREAS, Section 11.1 of the Indenture provides that the Company and the Trustee may amend the
Indenture or the Securities without the consent of any Holder to cure any ambiguity, correct or
supplement any provision herein which may be inconsistent with any other provision herein or which
is otherwise defective, or to make any other provisions with respect to matters or questions
arising under the Indenture which the Company may deem necessary or desirable and which shall not
be inconsistent with the provisions of the Indenture; provided, however, that such action does not,
in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board
Resolution), adversely affect the interests of the Holders of Securities in any material respect;
and



     WHEREAS, the Company wishes to modify the provisions of Section 12.2 of the Indenture
regarding the Company’s option to settle the Conversion Obligation in Common Stock, cash or a
combination of cash and Common Stock; and



     WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental
Indenture and to make this Supplemental Indenture valid and binding have been complied with or have
been done or performed;



     NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provision of the
Indenture which, absent this Supplemental Indenture, might operate to limit such action, the
Company and the Trustee agree as follows for the equal and ratable benefit of the Holders of the
Securities:



I. DEFINITIONS




     For all purposes of the Indenture and this Supplemental Indenture, except as otherwise
expressly provided or unless the context otherwise requires:



     (a) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to
the Indenture and this Supplemental Indenture as a whole and not to any particular Article, Section
or subdivision; and



     (b) capitalized terms used but not defined herein shall have the meanings assigned to them in
the Indenture.



 









 





II. AMENDMENT




     The second paragraph of Section 12.2(a) of the Indenture shall be amended (i) with regard to
the first sentence thereof, to add the words “or before” after the word “On” and before the phrase
“the first date the Securities become convertible” and (ii) with regard to the last sentence
thereof, to delete the phrase “on the date the Securities first become convertible” so that Section
12.2(a) reads in its entirety as follows:




     “(a) Subject to Section 12.13, each Security shall be convertible at the office
of the Conversion Agent into fully paid and nonassessable shares of Common Stock
(calculated to the nearest 1/10,000th of a share).




     On or before the first date the Securities become convertible under the
circumstances described in Section 12.1, the Company shall make an election (the
“Principal Conversion Settlement Election”) and notify the Holders in writing
whether a Holder who surrenders a Security (each, a “Surrendered Security”) will be
entitled to receive, in respect of the Principal Amount at Issuance of such Security
upon surrender thereof, 100% Common Stock, 100% cash or a combination of cash and
Common Stock. If the Company elects to settle the Conversion Obligation relating to
the Principal Amount at Issuance of such Security in a combination of cash and
Common Stock, the Company shall specify the percentage of the Principal Amount at
Issuance to be satisfied in cash. This notification, once provided to a Holder, is
irrevocable and legally binding with regard to any conversion of the Securities
under the circumstances described in Section 12.1.




     The Conversion Agent shall notify the Company when it receives a Conversion
Notice. Settlement of the conversion obligation relating to the Principal Amount of
any Surrendered Securities shall be in accordance with the allocation set forth in
the Principal Conversion Settlement Election. The Company shall determine the
Excess Amount, and shall set forth the method for settling the Conversion Obligation
in respect of the Excess Amount in accordance with the procedure set forth in
Section 12.13. If the Company elects to settle in Common Stock only, a certificate
for the number of full shares of Common Stock into which the Securities are
converted (and cash in lieu of fractional shares) shall be delivered to such Holder,
assuming all of the other requirements have been satisfied by such Holder, as soon
as practicable after the Company issues its notification of its chosen method of
settlement, in accordance with Section 12.13. If the Company elects to settle in
cash or a combination of cash and Common Stock, the cash and, if applicable, a
certificate for the number of full shares of Common Stock into which the Securities
are converted (and cash in lieu of fractional shares) shall be delivered to such
Holder, assuming all of the other requirements have been satisfied by such Holder,
in accordance with Section 12.13. Notwithstanding the foregoing, the Company shall
not be required to deliver certificates for Common Stock while the stock transfer
books for such stock or the security register are duly closed for any purpose, but
certificates for



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Common Stock shall be issued and delivered as soon as practicable after the
opening of such books or security register.




     No cash payment of accrued and unpaid interest, Contingent Interest or
Additional Amounts shall be paid by the Company on a converted Security, except as
described in Section 12.9. Accrued and unpaid interest, Contingent Interest and
Additional Amounts, if any, shall be deemed to be paid in full with the shares of
Common Stock issued or cash paid upon conversion, rather than deemed cancelled,
extinguished or forfeited.




     If the Common Stock, cash or combination of Common Stock and cash received upon
conversion of a Security pursuant to this Article XII does not include cash
sufficient to comply with the United States federal withholding tax obligations
imposed by the Code with respect to accrued and unpaid interest on the Securities
payable to the beneficial owner of such Security, the Company may, to the extent
required by applicable law, recoup or set-off such liability against either the
Common Stock to be issued upon conversion to such beneficial owner or any actual
cash dividends or distributions subsequently made with respect to such Common Stock
to such beneficial owner.




     In the event of a Designated Event, if a Holder has submitted any or all of its
Securities for repurchase, a Holder’s conversion rights on the Securities so subject
to repurchase shall expire at 5:00 p.m., New York city time, on the Business Day
immediately preceding the Designated Event Purchase Date. Notwithstanding the
foregoing, a Security in respect of which a Holder has delivered a Designated Event
Purchase Notice exercising such Holder’s right to require the Company to repurchase
such Security may be converted only if such Designated Event Purchase Notice is
withdrawn in accordance with Section 4.2(b) prior to 5:00 p.m., New York city time,
on the Business Day immediately preceding the Designated Event Purchase Date.”



III. MISCELLANEOUS




      (a) Effectiveness. This Supplemental Indenture shall become effective upon its execution and
delivery by the Company and the Trustee. Upon the execution and delivery of this Supplemental
Indenture by the Company and the Trustee, the Indenture shall be supplemented in accordance
herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes.



       (b) Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions
in the Indenture shall remain in full force and effect. For greater certainty, the parties confirm
that the amendment to the Indenture effected by this Supplemental Indenture is not intended by the
parties to (i) discharge, rescind, cancel or extinguish all or any part of the indebtedness
represented by the Securities; or (ii) effect a novation, reissuance or disposition of the
indebtedness represented by the Securities or to create new indebtedness in respect of the
indebtedness represented by the Securities.



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     (c) Indenture and Supplemental Indenture Construed Together. This Supplemental Indenture is
an indenture supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall
henceforth be read and construed together.



     (d) Confirmation and Preservation of Indenture. The Indenture as supplemented by this
Supplemental Indenture is in all respects confirmed and preserved.



     (e) Trust Indenture Act Controls. If any provision of this Supplemental Indenture limits,
qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the TIA
through operation of Section 318(c) thereof, such imposed duties shall control.



     (f) Separability. In case any provisions in this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.



     (g) Headings. The Article and Section headings of this Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part of this Supplemental
Indenture and shall in no way modify or restrict any of the terms or provisions hereof.



     (h) Benefits of Supplemental Indenture, etc. Nothing in this Supplemental Indenture or the
Securities, express or implied, shall give to any person, other than the parties hereto and thereto
and their successors hereunder and thereunder and the Holders of the Securities, any benefit of any
legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the
Securities.



     (i) Successors. All agreements of the Company in this Supplemental Indenture shall bind its
successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successor.



     (j) Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental
Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture
relating to the conduct of, affecting the liability of or affording protection to the Trustee,
whether or not elsewhere herein so provided.



     (k) Governing Law. This Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York



     (l) Counterpart Originals. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



[SIGNATURES ON FOLLOWING PAGE]




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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date and year first above written.



	 	 	 	 	 	 	 
	 	 	THE MEN’S WEARHOUSE, INC., as Issuer
	 
	 	 	 	 	 	 
	

	 	By
	 	 	 	/s/ Claudia A. Pruitt
	 	 	 	 	

	 	 	Name:	 	Claudia A. Pruitt
	 	 	Title:	 	Vice President, Treasurer and Asst Secretary
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, NATIONAL
	 	 	ASSOCIATION, as Trustee
	 
	 	 	 	 	 	 
	

	 	By
	 	 	 	/s/ Carol Logan
	 	 	 	 	

	 	 	Name:	 	Carol Logan
	 	 	Title:	 	Vice President







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