Exhibit 4.1
THIRD AMENDMENT TO REVOLVING CREDIT
AGREEMENT
This Third Amendment to
Revolving Credit Agreement (this “ Amendment
”), dated as of May 18, 2005 (the “ Amendment
Effective Date ”), is by and among The Men’s
Wearhouse, Inc., a Texas corporation (the “ Borrower
”), the financial institutions party hereto (collectively,
the “ Banks ” and individually, a “
Bank ”) and JPMorgan Chase Bank, N.A. (together with
any successor thereof, “ JPMorgan Chase ”) in
its capacity as administrative agent (the “ Agent
”) for the Banks.
Whereas , the
Borrower, the Banks, the Agent, JPMorgan Chase, J.P. Morgan
Securities Inc. (as “ Sole Bookrunner ”), J.P.
Morgan Securities Inc. and Fleet Securities, Inc. (together as
“ Co-Lead Arrangers ”), Wachovia Bank, National
Association and Fleet National Bank (together, as “
Co-Syndication Agents ”) previously entered into that
certain Revolving Credit Agreement dated as of January 29,
2003 (as amended from time to time, the “ Credit
Agreement ”);
Whereas , the
Borrower has requested an amendment to the Credit Agreement to
increase by $50 million the amount of its Capital Stock that
it may repurchase; and
Whereas , in
connection with the foregoing, the Banks which are a party hereto
have agreed to such request subject to the terms and conditions set
forth herein;
Now Therefore , in
consideration of the premises and the mutual covenants,
representations and warranties contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows. Capitalized terms used but
not otherwise defined herein shall have the meanings assigned such
terms in the Credit Agreement.
Section 1.
Amendments . The Credit Agreement is hereby amended as
follows:
(a)
Section 10.3(d) is hereby amended by deleting the figure
“$56,500,000” and inserting in lieu thereof the figure
“$106,500,000”.
(b)
Section 10.3(e) is hereby amended by deleting the figure
“$56,500,000” and inserting in lieu thereof the figure
“$106,500,000”.
Section 2.
Amendment and Ratification . Upon the effectiveness hereof
as provided in Section 13.18 of the Credit Agreement, this
Amendment shall be deemed to be an amendment to the Credit
Agreement,
