Amendment and Waiver to the Registration Rights Agreement



 Exhibit 10.1 
  
 AMENDMENT AND WAIVER TO AMENDED AND RESTATED REGISTRATION 
 RIGHTS AGREEMENT 
  
 This AMENDMENT AND WAIVER, executed as of the date set forth on the signature pages hereto and effective as of July 15, 2005 (this “Amendment and Waiver”), to the AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (as amended, the “Registration Rights Agreement”) dated as of December 13, 2004, is made by and among The Wet Seal, Inc., a Delaware corporation, with headquarters located at 26972 Burbank,
Foothill Ranch, California 92610 (the “Company”) and the undersigned holder of Registrable Securities (the “Holder”) under the Registration Rights Agreement. Unless otherwise defined herein or the
context otherwise requires, capitalized terms used herein and defined in the Registration Rights Agreement shall be used herein as therein defined. 
  
 A. Pursuant to the Registration Rights Agreement, the Company agreed to provide certain registration rights under the Securities Act of 1933, as amended,
upon the terms and subject to the conditions set forth therein. 
  
 B. The Registration Rights Agreement was amended pursuant to that certain Securities Purchase Agreement dated April 29, 2005 by and among the Company and the buyers listed on the Schedule of Buyers attached thereto in which, among other
things, the Effectiveness Deadline was extended to July 16, 2005. 
  
 C. Pursuant to Section 10 of the Registration Rights Agreement, any provision of the Registration Rights Agreement may be amended and the observance of any provision thereof may be waived (either generally or in a particular instance and
either retroactively or prospectively) with the written consent of the Company and the Required Holders. 
  
 D. The parties hereto previously agreed to further amend the Registration Rights Agreement and desire to memorialize such agreement hereby. 
  
 E. The parties hereto now desire to further amend the Registration Rights
Agreement and waive certain provisions as provided herein. 
  
 NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants and agreements set forth in this Amendment and Waiver and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows: 
  
 1. AMENDMENT; WAIVER. 
  
 (a) Notwithstanding the
Company’s obligations to register the Registrable Securities, the undersigned Holder agrees that the Effectiveness Deadline is hereby amended to mean as soon as practicable, but not later than August 8, 2005; provided that in the event that the
Registration Statement required by the Registration Rights Agreement is not declared effective on or before such amended Effectiveness Deadline in accordance with the Registration Rights Agreement, the Company, shall make any payments required to be
paid pursuant to Section 2(g) of the Registration Rights Agreement retroactively from April 21, 2005. 









 (b) The undersigned Holder hereby waives any Registration Delay Payments that the undersigned would have
been entitled to under the terms of the Registration Rights Agreement prior to the effectiveness of this Amendment and Waiver. 
  
 2. MISCELLANEOUS 
  
 (a) Effective Time. Upon the execution hereof by the Company and the Required Holders, this Amendment and Waiver shall become effective as of the
date first written above. 
  
 (b) General. The provisions
of Section 11 of the Registration Rights Agreement shall apply to this Amendment and Waiver except that references therein to the Registration Rights Agreement shall be deemed references to the Registration Rights Agreement as amended by this
Amendment and Waiver. 
  
 (c) Counterparts. This Amendment
and Waiver may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature. 
  
 (d) Additional Matters. The Company agrees that it will not make any Registration Delay Payments under the
Registration Rights Agreement with respect to the Registrable Securities unless the Registration Delay Payments are provided to each of the parties to the Registration Rights Agreement. 
  
 [The remainder of the page is intentionally left blank] 









 IN WITNESS WHEREOF, each of the Company and the Holder has caused its signature page to this
Amendment and Waiver to be duly executed and delivered. 
  

			
	COMPANY:
	
	THE WET SEAL, INC.
		
	 By:
	 	 /s/ Douglas C. Felderman

	 Name:
	 	 Douglas C. Felderman

	 Title:
	 	 Executive Vice President and Chief Financial Officer

	 Dated: 
	 	 July 26, 2005












 IN WITNESS WHEREOF, each of the Company and the Holder has caused its signature page to this
Amendment and Waiver to be duly executed and delivered. 
  

			
	S.A.C. CAPITAL ASSOCIATES, LLC
		
	By:	 	 S.A.C. Capital Advisors, LLC

		
	 By:
	 	 /s/ Peter Nussbaum

	 Name:
	 	 Peter Nussbaum

	 Title:
	 	 General Counsel

	 Dated:
	 	 July 26, 2005












 IN WITNESS WHEREOF, each of the Company and the Holder parties listed below has caused its
signature page to this Amendment and Waiver to be duly executed and delivered. 
  

			
	PRENTICE CAPITAL PARTNERS QP, LP
		
	By:	 	 Prentice Capital GP, LLC,
its general partner

		
	 By:
	 	 /s/ Charles G. Phillips

	 Name:
	 	 Charles G. Phillips

	 Title:
	 	 Chief Operating Officer

	 Dated:
	 	 July 26, 2005

	
	PRENTICE CAPITAL PARTNERS, LP
		
	By:	 	 Prentice Capital GP, LLC,
its general partner

		
	 By:
	 	 /s/ Charles G. Phillips

	 Name:
	 	 Charles G. Phillips

	 Title:
	 	 Chief Operating Officer

	 Dated:
	 	 July 26, 2005

	
	PRENTICE CAPITAL OFFSHORE, LTD
		
	By:	 	 Prentice Capital Management, LP,
the Investment Manager

		
	 By:
	 	 /s/ Charles G. Phillips

	 Name:
	 	 Charles G. Phillips

	 Title:
	 	 Chief Operating Officer

	 Dated:
	 	 July 26, 2005

	
	GPC XLIII, LLC
		
	By:	 	 Prentice Capital Management, LP,
its advisor

		
	 By:
	 	 /s/ Charles G. Phillips

	 Name:
	 	 Charles G. Phillips

	 Title:
	 	 Chief Operating Officer

	 Dated:
	 	 July 26, 2005












 IN WITNESS WHEREOF, each of the Company and the Holder parties listed below has caused its
signature page to this Amendment and Waiver to be duly executed and delivered. 
  

	
	
	 /s/ Mr. Charles Phillips

	Mr. Charles Phillips


  

			
	 UBS FINANCIAL SERVICES AS
 CUSTODIAN
 FBO CHARLES G. PHILLIPS ROLLOVER
 IRA

		
	 By:
	 	 /s/ Charles Phillips

	 Name:
	 	 Charles Phillips

	 Title:
	 	 Custodian

	 Dated: 
	 	 July 26, 2005












 IN WITNESS WHEREOF, each of the Company and the Holder has caused its signature page to this
Amendment and Waiver to be duly executed and delivered. 
  

			
	GMM CAPITAL, LLC
		
	 By:
	 	 /s/ Issac Dabah

	 Name:
	 	 Issac Dabah

	 Title:
	 	 Director

	 Dated:
	 	 July 26, 2005












 IN WITNESS WHEREOF, each of the Company and the Holder has caused its signature page to this
Amendment and Waiver to be duly executed and delivered. 
  

			
	GOLDFARB CAPITAL PARTNERS LLC
		
	 By:
	 	 /s/ Morris Goldfarb

	 Name:
	 	 Morris Goldfarb

	 Title:
	 	 Member

	 Dated:
	 	 July 26, 2005












 IN WITNESS WHEREOF, each of the Company and the Holder has caused its signature page to this
Amendment and Waiver to be duly executed and delivered. 
  

			
	WLSS CAPITAL PARTNERS, LLC
		
	 By:
	 	 /s/ Wayne Miller

	 Name: 
	 	 Wayne Miller

	 Title: 
	 	 Member

	 Dated: 
	 	 July 26, 2005