Exhibit 4.1

 

Execution Version

 

THIRD SUPPLEMENTAL INDENTURE

 

dated as of June 30, 2016,

 

among

 

THE MEN’S WEARHOUSE, INC.,

 

The Guarantors Party Hereto

 

and

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
 as Trustee

 

7.00% Senior Notes due 2022

 











 

THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of June 30, 2016, among THE MEN’S WEARHOUSE, INC., a Texas corporation (the “Issuer”), TAILORED BRANDS PURCHASING LLC, a Texas limited liability company (“Tailored Purchasing”), and TAILORED BRANDS GIFT CARD CO LLC, a Texas limited liability company (“Tailored Gift Card” and along with Tailored Purchasing, each an “Undersigned”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).

 

RECITALS

 

WHEREAS, the Issuer, the Guarantors party thereto and the Trustee entered into an Indenture, dated as of June 18, 2014, as supplemented by that certain First Supplemental Indenture, dated as of June 18, 2014, by and among the Issuer, the Guarantors party thereto and the Trustee and that certain Second Supplemental Indenture, dated as of January 29, 2016, by and among the Issuer, the Guarantors party thereto and the Trustee (as supplemented or modified from time to time, the “Indenture”), relating to the Issuer’s 7.00% Senior Notes due 2022 (the “Notes”);

 

WHEREAS, the Issuer agreed pursuant to the Indenture to cause any Domestic Restricted Subsidiary that guarantees or becomes an obligor under the Issuer’s Term Loan Agreement following the Issue Date to provide Note Guarantees; and

 

WHEREAS, Tailored Purchasing and Tailored Gift Card will each become a guarantor under the Issuer’s Term Loan Agreement and as a result thereof Tailored Purchasing and Tailored Gift Card shall each become a Guarantor.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

 

Section 1.                                           Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

 

Section 2.                                           Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.

 

Section 3.                                           This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

 

Section 4.                                           This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

 

Section 5.                                           This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture will henceforth be read together.

 

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Section 6.                                           The recitals and statements herein are deemed to be those of the Issuer and the Undersigned and not the Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the Guarantees provided by the Guarantors party to this Supplemental Indenture.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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

 

	
 
    	
THE MEN’S WEARHOUSE, INC., as Issuer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Jon W. Kimmins
    
	
 
    	
 
    	
Name:
    	
Jon W. Kimmins
    
	
 
    	
 
    	
Title:
    	
EVP, CFO, Treasurer and Principal Financial   Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
TAILORED BRANDS PURCHASING LLC, as a Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Jon W. Kimmins
    
	
 
    	
 
    	
Name:
    	
Jon W. Kimmins
    
	
 
    	
 
    	
Title:
    	
EVP, Treasurer and CFO
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
TAILORED BRANDS GIFT CARD CO LLC, as a Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Jon W. Kimmins
    
	
 
    	
 
    	
Name:
    	
Jon W. Kimmins
    
	
 
    	
 
    	
Title:
    	
EVP, Treasurer and CFO
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,   as Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Valere Boyd
    
	
 
    	
 
    	
Name:
    	
Valere Boyd
    
	
 
    	
 
    	
Title:
    	
Vice President
    


 

[Third Supplemental Indenture]