Exhibit 10.2

Execution Version

This AMENDMENT NO. 3, dated as of [ ], 2019 (this “Amendment”), among TAILORED BRANDS, INC., a Texas corporation (“Parent”), THE MEN’S WEARHOUSE, INC., a Texas corporation (the “Company” or the “Lead Borrower”), each of the other U.S. Subsidiary Borrowers party hereto (together with Parent and the Company, the “U.S. Borrowers”), MOORES THE SUIT PEOPLE INC., a corporation organized under the laws of New Brunswick (the “Canadian Borrower” and together with the U.S. Borrowers, the “Borrowers”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A. TORONTO BRANCH, as Canadian Administrative Agent, amends that certain Credit Agreement dated as of June 18, 2014, among the Borrowers, the Administrative Agent, the Canadian Administrative Agent and the lenders from time to time party thereto (as amended by the Joinder Agreement dated as of June 18, 2014, Amendment No. 1 dated as of July 28, 2014, the Joinder Agreement effective as of January 31, 2016, the Joinder Agreement dated as of June 30, 2016,  and Amendment No. 2 dated as of October 25, 2017, the “Credit Agreement”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrowers, the Lenders party hereto constituting the Required Lenders, the Administrative Agent and the Canadian Administrative Agent have agreed to further amend the Credit Agreement on the terms set forth herein;

NOW, THEREFORE, in consideration of the premises set forth herein, and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties hereby agree as follows:

SECTION 1.      Amendments to the Credit Agreement.  The Credit Agreement is hereby amended to delete Section 5.01(f) in its entirety.

SECTION 2.      Effectiveness.  This Amendment shall become effective on the date that the Administrative Agent shall have received executed counterparts hereof from the Borrower Representative and Lenders constituting the Required Lenders (the date of such effectiveness, the “Amendment No. 3 Effective Date”).  The Administrative Agent shall notify the Borrowers and the Lenders of the Amendment No. 3  Effective Date, and such notice shall be conclusive and binding.

SECTION 3.      Representations and Warranties.  Each Loan Party hereby represents and warrants that (i) the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects on and as of the Amendment No. 3 Effective Date; provided that any representation and warranty that (x) is qualified as to “materiality”, “material adverse effect” or similar language is true and correct in all respects (after giving effect to any such qualification therein)) and (y) expressly relates to a given date or period is true and correct in all material respects (or all respects, if qualified as to “materiality” and “material adverse effect”) as of the respective date or for the respective period, as the case may be; provided that those representations and warranties that speak only of a specific date shall only speak as of such date; and (ii) no Default or Event of Default has occurred and is continuing.

 

SECTION 4.      No other amendments; No novation.  Except as hereby amended, the terms and provisions of the Credit Agreement shall remain in full force and effect.  The parties acknowledge and agree that this Amendment is not and shall not be construed as a novation of the Credit Agreement as in effect prior to the Amendment No. 3  Effective Date, or of any other Loan Document.  Without limiting the foregoing, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Issuing Banks, the other Lender Parties, the Administrative Agent, the Canadian Administrative Agent or the other Secured Parties under any Collateral Document or under the Intercreditor Agreement and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Collateral Documents or the Intercreditor Agreement, all of which are ratified and affirmed in all respects and remain in full force and effect.

SECTION 5.      Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement by electronic transmission or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 6.      Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

[Signature pages follow]

 

 

-2-

 

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

 

 

 

 

TAILORED BRANDS, INC.,

 

as Parent and a U.S. Borrower

 

 

 

By:

/s/ Brian T. Vaclavik

 

Name:

Brian T. Vaclavik

 

Title:

Senior Vice President and Chief Accounting Officer

 

 

 

 

 

THE MEN’S WEARHOUSE, INC.,

 

as the Company, a U.S. Subsidiary Borrower and the Borrower Representative

 

 

 

By:

/s/ Brian T. Vaclavik

 

Name:

Brian T. Vaclavik

 

Title:

Senior Vice President and Chief Accounting Officer

 

 

 

 

 

TWIN HILL ACQUISITION COMPANY, INC.

 

RENWICK TECHNOLOGIES, INC.

 

TMW MERCHANTS LLC

 

MWDC HOLDING INC.

 

K&G MEN’S COMPANY INC.

 

JA APPAREL CORP.

 

NASHAWENA MILLS CORP.

 

JOSEPH ABBOUD MANUFACTURING CORP.

 

JOS. A. BANK CLOTHIERS, INC.

 

THE JOSEPH A. BANK MFG. CO., INC.

 

TAILORED SHARED SERVICES, LLC

 

TAILORED BRANDS PURCHASING LLC

 

TAILORED BRANDS GIFT CARD CO LLC,

 

each as a U.S. Subsidiary Borrower

 

 

 

 

 

By:

/s/ Brian T. Vaclavik

 

Name:

Brian T. Vaclavik

 

Title:

Senior Vice President and Chief Accounting Officer

 

 

 

 

 

MOORES THE SUIT PEOPLE INC.,

 

as the Canadian Borrower

 

 

 

By:

/s/ Brian T. Vaclavik

 

Name:

Brian T. Vaclavik

 

Title:

Senior Vice President and Chief Accounting Officer

 

[Signature Page - Amendment No. 3 to ABL Credit Agreement]

 

 

JPMORGAN CHASE BANK, N.A., as Administrative Agent

 

 

 

 

 

By:

/s/ Jon Eckhouse

 

 

Name:   Jon Eckhouse

 

 

Title:     Authorized Officer

 

 

 

 

 

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,

 

as Canadian Administrative Agent

 

 

 

By:

/s/ Auggie Marchetti

 

 

Name:   Auggie Marchetti

 

 

Title:     Authorized Officer

 

 

 

 

 

JPMORGAN CHASE BANK, N.A., as a U.S.

 

Revolving Lender, a U.S. Issuing Bank and the U.S.

 

Swingline Lender

 

 

 

By:

/s/ Jon Eckhouse

 

 

Name:   Jon Eckhouse

 

 

Title:     Authorized Officer

 

 

 

 

 

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,

 

as a Canadian Revolving Lender, a Canadian Issuing Bank

 

and the Canadian Swingline Lender

 

 

 

By:

/s/ Auggie Marchetti

 

 

Name:   Auggie Marchetti

 

 

Title:     Authorized Officer

 

[Signature Page - Amendment No. 3 to ABL Credit Agreement]

 

LENDER SIGNATURE PAGE

 

 

 

 

Wells Fargo Bank, N.A.

 

 

 

as a U.S. Revolving Lender

 

 

 

 

 

By:

/s/ Brendan Hogan

 

Name:

Brendan Hogan

 

Title:

Assistant Vice President

 

 

 

 

 

If a second signatory is necessary:

 

 

 

 

 

 

 

 

 

 

 

Wells Fargo Capital Finance Corporation Canada

 

 

 

as a Canadian Revolving Lender

 

 

 

By:

/s/ David G. Phillips

 

Name:

David G. Phillips

 

Title:

Senior Vice President

 

[Signature Page - Amendment No. 3 to ABL Credit Agreement]

 

LENDER SIGNATURE PAGE

 

 

 

 

Bank of America, N.A.

 

 

 

as a U.S. Revolving Lender

 

 

 

 

 

By:

/s/ Andrew Cerussi

 

Name:

Andrew Cerussi

 

Title:

Senior Vice President

 

 

 

 

 

If a second signatory is necessary:

 

 

 

 

 

 

 

 

 

 

 

Bank of America, N.A., (acting through its Canada Branch

 

 

 

as a Canadian Revolving Lender

 

 

 

By:

/s/ Sylwia Durkiewicz

 

Name:

Sylwia Durkiewicz

 

Title:

Vice President

 

[Signature Page - Amendment No. 3 to ABL Credit Agreement]

 

LENDER SIGNATURE PAGE

 

U.S. Bank National Association

 

 

 

as a U.S. Revolving Lender

 

 

 

 

 

By:

/s/ Carol Anderson

 

Name:

Carol Anderson

 

Title:

Vice President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Bank National Association, acting through its Canada Branch,

 

 

 

as a Canadian Revolving Lender

 

 

 

By:

/s/ John Rehob

 

Name:

John Rehob

 

Title:

Vice President & Principal Officer

 

[Signature Page - Amendment No. 3 to ABL Credit Agreement]

 

LENDER SIGNATURE PAGE

 

Regions Bank

 

 

 

as a U.S. Revolving Lender

 

 

 

 

 

By:

/s/ Connie Ruan

 

Name:

Connie Ruan

 

Title:

Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regions Bank

 

 

 

as a Canadian Revolving Lender

 

 

 

By:

/s/ John Rehob

 

Name:

John Rehob

 

Title:

Vice President & Principal Officer

 

[Signature Page - Amendment No. 3 to ABL Credit Agreement]