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                                                                    EXHIBIT 4.13

                               SECOND AMENDMENT TO
                           REVOLVING CREDIT AGREEMENT

                   (C $30,000,000 Revolving Credit Agreement)


         THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of January
28, 2000 (this "Amendment"), by and among MOORES RETAIL GROUP INC. (the
"Borrower"), THE MEN'S WEARHOUSE, INC. (the "Parent"), the financial
institutions listed on the signature pages hereto (the "Banks") and BANK OF
AMERICA CANADA, in its capacity as agent (the "Agent") and in its individual
capacity as a Bank hereunder.

         WHEREAS, the Borrower, the Parent, the Agent and the Banks have entered
into that certain Revolving Credit Agreement dated as of February 10, 1999, as
amended by that certain First Amendment to Revolving Credit Agreement dated as
of September 14, 1999 (together with any and all amendments and modifications
thereof, the "Credit Agreement"); and

         WHEREAS, the Credit Agreement provides that upon the designation,
formation or acquisition of any Restricted Subsidiary, the Parent shall cause
such Restricted Subsidiary to deliver to the Agent for the benefit of the Banks
a guaranty of the obligations of the Borrower in the form of a guaranty
supplement set forth as Exhibit A to the Affiliate Guaranty (a "Guaranty
Supplement") (capitalized terms used herein but not otherwise defined herein
shall have the meanings assigned to them in the Credit Agreement); and

         WHEREAS, the Parent has formed (i) The Men's Wearhouse of Michigan,
Inc., a Delaware corporation, (ii) TMW Capital Inc., a Delaware corporation,
(iii) TMW Equity LLC, a Delaware limited liability company, (iv) TMW Finance LP,
a Delaware limited partnership, (v) TMW Realty Inc., a Delaware corporation,
(vi) TMW Texas General LLC, a Delaware limited liability company, (vii) The
Men's Wearhouse of Texas LP, a Delaware limited partnership, (viii) TMW
Merchants LLC, a Delaware limited liability company, (ix) TMW Purchasing LLC, a
Delaware limited liability company, (x) K&G Men's Center, Inc., a Delaware
corporation, (xi) K&G Men's Company Inc., a Delaware corporation, and (xii) TMW
Transition LLC, a Delaware limited liability company, as Subsidiaries and has
not designated any of them as Unrestricted Subsidiaries (collectively, the "New
Guarantors"); and

         WHEREAS, in connection with the formation of the New Guarantors, the
Parent, the Borrower, the existing Guarantors and the New Guarantors
(collectively, the "Restructuring Parties") desire to enter into a series of
transactions among themselves, as hereinafter described, whereby certain
Investments will be made by the Restructuring Parties in the New Guarantors,
certain assets and rights of the Parent and the other Restructuring Parties,
including capital stock of and ownership interests in existing Guarantors, will
be assigned, contributed, transferred or otherwise disposed of to the New
Guarantors and existing Guarantors, certain existing Guarantors and New
Guarantors will merge into or become Subsidiaries of certain New Guarantors,
certain Restructuring Parties will incur Debt to other Restructuring Parties,
certain existing Guarantors will be dissolved and their respective assets will
be distributed to their respective shareholders, the Parent, who in turn may


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contribute such assets to one or more existing Guarantors or New Guarantors and
the Restructuring Parties will engage in other transactions and enter into
certain agreements with each other in relation to the foregoing (collectively,
the "Restructuring Transactions") and the Parent has requested the consent of
the Banks for such transactions as provided for herein;

         NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         Section 1. Agreements Regarding Restructuring Transactions.

         (a) The Agent and the Banks hereby consent to the Restructuring
Transactions by and among the Parent, the existing Guarantors and the New
Guarantors whereby, at the completion thereof, certain assets of the Parent
shall be held by the existing Guarantors and New Guarantors in the manner
described below:

     (i) The Men's Wearhouse stores of Parent located in the State of Michigan
     and employees related thereto shall have been assigned to The Men's
     Wearhouse of Michigan, Inc.

     (ii) The membership interest of Parent in Value Priced Clothing, LLC shall
     have been assigned to The Men's Wearhouse of Michigan, Inc.

     (iii) The real property of Parent (not including any improvements thereon)
     located in Fremont, California shall have been assigned to TMW Capital Inc.

     (iv) The assets, operations and employees of the treasury department of the
     Parent shall have been assigned to TMW Finance LP.

     (v) The improvements on the real property of Parent located in Fremont,
     California shall have been assigned to TMW Realty Inc.

     (vi) The Men's Wearhouse stores of Parent located in the State of Texas and
     employees related thereto shall have been assigned to The Men's Wearhouse
     of Texas LP.

     (vii) 100% of the issued and outstanding capital stock of TMW Licensing I,
     Inc. shall have been assigned to TMW Marketing Company, Inc. (formerly
     known as TMW Licensing Company, Inc.)

     (viii) 100% of the issued and outstanding capital stock of TMW Licensing
     II, Inc. shall have been assigned to TMW Licensing I, Inc.

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     (ix) The assets, operations and employees of the merchandising department
     of the Parent shall have been assigned to TMW Merchants LLC.

     (x) The assets, operations and employees of the inventory control
     department of the Parent shall have been assigned to TMW Purchasing LLC.

     (xi) The assets, operations and employees of the legal department of the
     Parent shall have been assigned to TMW Marketing Company, Inc.

         (b) The Agent and the Banks hereby agree that this Amendment
constitutes notice to the Agent of the formation of the Subsidiaries
constituting the New Guarantors for all purposes under the Credit Agreement.

         (c) The Agent and the Banks agree that none of the Restructuring
Transactions shall be deemed a utilization of any exception to any covenant
contained in any Loan Document, and that none of the amounts attributable to
such transactions shall cause the reduction of any such amounts otherwise
permitted under the Loan Documents, including any such exception of any such
covenant contained therein.

         Section 2. Amendment to Credit Agreement. Effective as of January 30,
2000, Schedule 7.17 to the Credit Agreement is hereby amended by deleting it in
its entirety and by replacing it with the Schedule 7.17 attached hereto as
Exhibit A.

         Section 3. Conditions to Effectiveness. Except as set forth in Section
2 above, this Amendment shall become effective as of January 28, 2000 (the
"Effective Date") upon (i) execution and delivery of this Amendment by a duly
authorized officer of each of the Borrower, the Parent, the Agent and the
Majority Banks; and (ii) execution and delivery of a Guaranty Supplement by a
duly authorized officer of each of the New Guarantors.

         Section 4. Ratification of Related Documents. The Credit Agreement and
each other Loan Document and any related document to which the Borrower or the
Parent is a party are hereby ratified and confirmed to be in full force and
effect.

         Section 5. Limitations. The modifications set forth herein are limited
precisely as written, and shall not be deemed to (a) be a consent to, or waiver
or modification of, any other term or condition of the Credit Agreement or any
of the other Loan Documents, or (b) prejudice any right or rights which the
Banks may now have or may have in the future under or in connection with the
Credit Agreement or any of the other Loan Documents. Except as expressly
modified hereby, the terms and provisions of the Credit Agreement and the other
Loan Documents are and shall remain in full force and effect. In the event of a
conflict between this Amendment and any of the foregoing documents, the terms of
this Amendment shall be controlling.

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         Section 6. Representations and Warranties; No Default. The Parent
hereby represents and warrants that on and as of the date hereof, and after
giving effect hereto: (i) the representations and warranties of the Parent made
in Article 7 of the Credit Agreement shall be true and correct (other than those
representations and warranties limited by their terms to a specific date); and
(ii) no Default or Event of Default shall have occurred and be continuing.

         Section 7. Payment of Expenses. The Parent agrees to pay and reimburse
the Agent for all its reasonable costs and out-of-pocket expenses incurred in
connection with the preparation, execution and delivery of this Amendment and
ancillary documents, including, without limitation, the reasonable fees and
disbursements of counsel to the Agent.

         Section 8. Choice of Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED
BY THE LAWS OF THE PROVINCE OF NEW BRUNSWICK AND THE FEDERAL LAWS OF CANADA.

         Section 9. Descriptive Headings. The descriptive headings of the
several Sections of this Amendment are inserted for convenience only and shall
not be deemed to affect the meaning or construction of any of the provisions
hereof.

         Section 10. Entire Agreement. THIS AMENDMENT AND THE DOCUMENTS REFERRED
TO HEREIN REPRESENT THE ENTIRE UNDERSTANDING OF THE PARTIES HERETO REGARDING THE
SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AND CONTEMPORANEOUS ORAL AND
WRITTEN AGREEMENTS OF THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         Section 11. Counterparts. This Amendment may be executed in any number
of counterparts and by parties hereto on separate counterparts, each
counterpart, when so executed and delivered, constitute an original instrument,
and all such counterparts shall constitute but one and the same instrument.

              [The remainder of this page intentionally left blank]

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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and authorized by their respective officers as of the date first
above written.


Parent                                 THE MEN'S WEARHOUSE, INC.

                                       By: /s/ NEILL P. DAVIS
                                           ----------------------------------
                                       Name: Neill P. Davis
                                             --------------------------------
                                       Title: Vice President and Treasurer
                                              -------------------------------


Borrower                               MOORES RETAIL GROUP INC.

                                       By: /s/ NEILL P. DAVIS
                                           ----------------------------------
                                       Name: Neill P. Davis
                                             --------------------------------
                                       Title: Treasurer
                                              -------------------------------


Banks                                  BANK OF AMERICA CANADA
                                       as a Bank and as Agent

                                       By: /s/ RICHARD J. HALL
                                           ----------------------------------
                                       Name: Richard J. Hall
                                             --------------------------------
                                       Title: Vice President
                                              -------------------------------


                                       BANK OF MONTREAL

                                       By: /s/ BRUCE A. PIETKA
                                           ----------------------------------
                                       Name: Bruce A. Pietka
                                             --------------------------------
                                       Title: Director
                                              -------------------------------

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                                    EXHIBIT A

                        SCHEDULE 7.17 (CANADIAN REVOLVER)
                                  SUBSIDIARIES

1.       Guarantors:

         The Men's Wearhouse of Michigan, Inc. (100% owned by The Men's
                       Wearhouse, Inc.)
         Value Priced Clothing, LLC (100% owned by The Men's Wearhouse of
                       Michigan, Inc.)
         TMW Capital Inc. (100% owned by The Men's Wearhouse, Inc.)
         TMW Equity LLC (100% owned by TMW Capital Inc.)
         TMW Finance LP (1% general partner interest owned by TMW Equity LLC)
                       (99% limited partner interest owned by TMW Capital Inc.)
         TMW Realty Inc. (100% owned by The Men's Wearhouse, Inc.)
         TMW Texas General LLC (100% owned by TMW Realty Inc.)
         The Men's Wearhouse of Texas LP (1% general partner interest owned by
                       TMW Texas General LLC) (99% limited partner interest
                       owned by TMW Realty Inc.)
         Renwick Technologies, Inc. (100% owned by The Men's Wearhouse, Inc.)
         TMW Marketing Company, Inc.(formerly TMW Licensing Company, Inc.)
                       (100% owned by The Men's Wearhouse, Inc.)
         TMW Licensing I, Inc. (100% owned by TMW Marketing Company, Inc.)
         TMW Licensing II, Inc.(100% owned by TMW Licensing I, Inc.)
         TMW Merchants LLC (100% owned by TMW Marketing Company, Inc.)
         TMW Purchasing LLC (100% owned by TMW Merchants LLC)
         Golden Moores Company (100% owned by The Men's Wearhouse, Inc.)
         Golden Moores Finance Company (100% owned by The Men's Wearhouse, Inc.)
         Moores The Suit People Inc. (100% owned by Moores Retail Group Inc.)
         Golden Brand Clothing (Canada) Ltd. (100% owned by Moores Retail Group
                       Inc.)
         K&G Men's Center, Inc. (100% owned by The Men's Wearhouse, Inc.)
         K&G Men's Company Inc. (100% owned by K & G Men's Center, Inc.)
         T&C Liquidators, Inc. (100% owned by K&G Men's Center, Inc.)
         K&G of Indiana, Inc. (100% owned by K&G Men's Center, Inc.)
         K&G Associates of New Jersey, Inc. (100% owned by K&G Men's Center,
                       Inc.)

2.       Non-Guarantors

         Moores Retail Group Inc. (100% of the voting Common Shares owned by
                       Golden Moores Company, while 100% of the nonvoting
                       Exchangeable Shares are owned by the shareholders and
                       optionholders of Moores as they existed prior to the
                       Effective Date)
         Moores The Suit People U.S., Inc. (100% owned by Moores Retail Group
                       Inc.)
         Gares Cigars, LLC (at least 70% owned by K & G Men's Center, Inc.)
         K&G of Ohio, Inc. (100% owned by K&G Men's Center, Inc.)

3.       Unrestricted Subsidiaries

         None

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