THIRD SUPPLEMENTAL INDENTURE dated as of June 30, 2016, among THE MENS 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
Exhibit 4.1
Execution Version
THIRD SUPPLEMENTAL INDENTURE
dated as of June 30, 2016,
among
THE MENS 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 MENS 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 Issuers 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 Issuers 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 Issuers 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.
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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 MENS WEARHOUSE, INC., as Issuer | ||
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| By: |
| /s/ Jon W. Kimmins |
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| Name: | Jon W. Kimmins |
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| Title: | EVP, CFO, Treasurer and Principal Financial Officer |
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| TAILORED BRANDS PURCHASING LLC, as a Guarantor | ||
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| By: |
| /s/ Jon W. Kimmins |
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| Name: | Jon W. Kimmins |
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| Title: | EVP, Treasurer and CFO |
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| TAILORED BRANDS GIFT CARD CO LLC, as a Guarantor | ||
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| By: |
| /s/ Jon W. Kimmins |
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| Name: | Jon W. Kimmins |
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| Title: | EVP, Treasurer and CFO |
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| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
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| By: |
| /s/ Valere Boyd |
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| Name: | Valere Boyd |
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| Title: | Vice President |
[Third Supplemental Indenture]