Exhibit 10.1

SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

ThisSECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTdated as of May 31, 2006 (this
"Amendment"), is by and amongJOS. A. BANK CLOTHIERS, INC., a Delaware corporation ("Company"),WELLS FARGO RETAIL FINANCE II, LLC("WFRF")and the other lending institutions listed on the signature pages to the Credit Agreement (as hereinafter defined) (each individually referred to herein as a "Lender" and collectively as "Lenders"), andWELLS FARGO RETAIL FINANCE II, LLC, as agent for
Lenders (in such capacity, "Agent"). Capitalized terms not otherwise defined herein which are defined in the Credit Agreement shall have the same respective meanings herein as
therein.

WHEREAS, Company, Lenders and Agent are parties to an Amended and Restated Credit Agreement dated as of January 6, 2004 (as amended and in effect
from time to time, the "CreditAgreement"), pursuant to which Lenders have agreed, upon certain terms
and conditions, to make loans and otherwise extend credit to Company; and

WHEREAS, Company and Lenders have agreed to modify certain terms and conditions of the Credit Agreement as specifically set forth in this Amendment;

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

§1.AmendmenttoSection1.1oftheCreditAgreement.Section 1.1 of the Credit Agreement is hereby amended as follows:

(a)      by deleting the definitions of Applicable Margin, Availability Reserves, Eligible Inventory Borrowing Base, Maturity Date and Permitted Acquisitions in their
entirety and substituting the following new definitions in proper alphabetical order in lieu thereof:



|      |  |                         |  | LIBOR  |  | Prime  |  |             |  |         | 
|----- |  | ----------------------- |  | ------ |  | ------ |  | ----------- |  | ------- | 
|Level |  | Excess Availability     |  | Rate   |  | Rate   |  | Documentary |  | Standby | 
|      |  |                         |  | Margin |  | Margin |  | L/Cs        |  | L/Cs    | 
|      |  |                         |  |        |  |        |  |             |  |         | 
|I     |  | Greater than            |  |        |  |        |  |             |  |         | 
|      |  | $45,000,000             |  | 1.00%  |  | -0.25% |  | 0.50%       |  | 1.00%   | 
|      |  |                         |  |        |  |        |  |             |  |         | 
|II    |  | Less than or equal to   |  |        |  |        |  |             |  |         | 
|      |  | $45,000,000 but greater |  | 1.25%  |  | 0.00%  |  | 0.75%       |  | 1.25%   | 
|      |  | than $20,000,000        |  |        |  |        |  |             |  |         | 
|      |  |                         |  |        |  |        |  |             |  |         | 
|III   |  | Less than or equal to   |  |        |  |        |  |             |  |         | 
|      |  | $20,000,000             |  | 1.50%  |  | 0.00%  |  | 1.00%       |  | 1.375%  | 
|      |  |                         |  |        |  |        |  |             |  |         | 



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§2.AmendmenttoSection2.1oftheCreditAgreement.Section 2.1 of the Credit Agreement is hereby amended by deleting paragraph H of such Section in its entirety and substituting the following new
paragraph H in proper numerical and alphabetical order in lieu thereof:



§3.AmendmenttoSection2.3oftheCreditAgreement.Section 2.3 of the Credit Agreement is hereby amended by deleting Section 2.3F in its entirety and substituting the following new Section 2.3F
in proper numerical and alphabetical order in lieu thereof:





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§4.AmendmenttoSection2.4oftheCreditAgreement.Section 2.4 of the Credit Agreement is hereby amended by deleting subparagraph (i) of Section 2.4A in its entirety and substituting the
following new subparagraph (i) in proper numerical and alphabetical order in lieu thereof:



§5.AmendmenttoSection5.8oftheCreditAgreement.Section 5.8 of the Credit Agreement is hereby amended by deleting subparagraph (ii) of Section 5.8A in its entirety and substituting the
following new subparagraph (ii) in proper numerical and alphabetical order in lieu thereof:



§6.SuccessorAgent;OmnibusAmendmenttoLoan Documents.WFRF, in its capacity as Agent, has informed Company and the Lenders that it may assign its interest as Agent under the Credit Agreement
and the other Loan Documents to an Affiliate of WFRF, Wells Fargo Retail Finance, LLC (the "SuccessorAgent").  Notwithstanding the provisions of the Credit Agreement, including, without limitation, the notice and consent requirements set forth in Section 8.6 of the Credit Agreement, each of the parties hereto hereby consents to WFRFs
contemplated assignment to the Successor Agent and hereby acknowledges and agrees that, to the extent WFRF elects to assign its interest as Agent under the Credit Agreement and the other Loan Documents to the Successor Agent, no further consent or
other action shall be required on behalf of such Person in order for such assignment to become effective. Each of the parties hereto hereby further agrees that upon consummation of any such assignment from WFRF to the Successor Agent (the
effectiveness of such consummation to be evidenced by written notice delivered from WFRF to



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Company and each Lender), (i) the Successor Agent shall be deemed accepted as Agent by Company and the Lenders and shall become a party to the Loan Documents in such capacity and shall entitled to all the benefits afforded
to the Agent under the Loan Documents, all as if the Successor Agent had been the "Agent" party to the original execution and delivery thereof, (ii) notwithstanding the provisions of Section 8.7 of the Credit Agreement, the Successor Agent shall be
authorized to enter into any amendments to and/or modifications of the Collateral Documents to reflect such assignment and (iii) all references in the Loan Documents to the "Agent" shall thereafter be deemed to be references to the Successor Agent.

§7.ConditionstoEffectiveness.The provisions of this Amendment shall be deemed effective as of March 1, 2006 (the EffectiveDate) upon satisfaction of each of the following conditions, in each case in a manner and in form and
substance satisfactory to Agent:

(a)      This Amendment shall have been duly executed and delivered by each of Company, Agent and the Lenders;

(b)      Agent shall have received such evidence of corporate authority of Company to execute this Amendment as Agent may reasonably have requested; and

(c)      Agent shall have received for the accounts of the Lenders payment of a closing fee in the amount of $50,000.

§8.RepresentationsandWarranties.Company hereby repeats, on and as of the date hereof, each of the representations and
warranties made by it in Section 4 of the Credit Agreement,provided, that all references therein to the Credit Agreement shall refer to such Credit Agreement as amended
hereby. In addition, Company hereby represents and warrants that the execution and delivery by Company of this Amendment and the performance by Company of all of its agreements and obligations under the Credit Agreement as amended hereby are within
the authority of Company and have been duly authorized by all necessary action on the part of Company.

§9.Ratification,Etc. Except as expressly amended hereby, the Credit Agreement and all documents, instruments and agreements related thereto, including, but not limited to the Collateral Documents, are hereby ratified and confirmed in all respects and
shall continue in full force and effect. The Credit Agreement and this Amendment shall be read and construed as a single agreement. All references in the Credit Agreement or any related agreement or instrument to the Credit Agreement shall hereafter
refer to the Credit Agreement as amended hereby.

§10.NoWaiver.Except as otherwise specifically contained herein, nothing contained herein shall constitute a waiver of, impair or otherwise affect any Obligations, any other obligation of Company or any rights
of Agent or Lenders consequent thereon.

§11.Counterparts. This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original but which together shall constitute one and the same instrument.

§12.GoverningLaw. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS  (WITHOUT REGARDS TO CONFLICTS OF LAW PRINCIPLES).



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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a document under seal as of the date first above written.

| |                             |                               |  | 
| | --------------------------- | ----------------------------- |  | 
| | JOS. A BANK CLOTHIERS, INC. |                               | 
| |                             |                               |  | 
| |                             |                               |  | 
| |                             |                               |  | 
| |                             |                               |  | 
| | By:                         | /s/ David E. Ullman           |  | 
| |                             |                               |  | 
| | Title:                      | Executive Vice President, CFO |  | 
| |                             |                               |  | 



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| |                                                            |                        
| | ---------------------------------------------------------- | -----------------------
| |                                                            |                        
| |                                                            |                        
| | LENDERS AND AGENT:                                        
| |                                                           
| | WELLS FARGO RETAIL FINANCE II, LLC, as Lender and as Agent
| |                                                           
| |                                                           
| |                                                            |                        
| |                                                            |                        
| | By:                                                        | /s/ Jennifer Blanchette
| |                                                            |                        
| | Title:                                                     | Vice President         
| |                                                            |                        



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| |                                    
| | -----------------------------------
| | NATIONAL CITY BUSINESS CREDIT, INC.
| |                                    
| |                                    
| |                                    
| | By:                                
| |                                    
| | Title:                             
| |                                    



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| |                                  |                      
| | -------------------------------- | ---------------------
| | SIEMENS FINANCIAL SERVICES, INC.
| |                                  |                      
| |                                  |                      
| | By:                              | /s/ Joseph A. Accardi
| |                                  |                      
| | Title:                           | Managing Director    
| |                                  |                      



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| |                                         |                     
| | --------------------------------------- | --------------------
| |                                        
| | WACHOVIA BANK 
    NATIONAL ASSOCIATION
| |                                         |                     
| |                                         |                     
| | By:                                     | /s/ Elizabeth Morris
| |                                         |                     
| | Title:                                  | Director            
| |                                         |                     



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