Supplement Indenture entered into between our company and The Bank of NY



 Exhibit 4.5.3 
  

 THE WET SEAL, INC. 
 as Issuer 
 and 
 THE BANK OF NEW YORK 
 as Trustee and Collateral Agent 
  

 THIRD SUPPLEMENTAL INDENTURE

 Dated as of December 28, 2006 
  

 Secured Convertible Notes Due 2012 
  








 THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
December 28, 2006, between The Wet Seal, Inc., a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (the “Company”), having its principal executive offices at 26972 Burbank, Foothill
Ranch, California 92610, and The Bank of New York, a New York banking corporation, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”). Capitalized terms used
herein and not otherwise defined have the meanings assigned to those terms in the Indenture. 
 RECITALS OF THE COMPANY 
 The Company, the Trustee and the Collateral Agent executed and delivered that certain Indenture, dated as of January 14, 2005, as amended by that
First Supplemental Indenture dated as of March 1, 2006 and by that Second Supplemental Indenture dated as of June 21, 2006 (the “Indenture”), to provide for the issuance of the Company’s Secured Convertible Notes Due
2012 (each a “Security” and collectively, the “Securities”). 
 Section 9.02 of the Indenture permits
the Company and the Trustee to enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture with the Consent of the
Majority Holders by Act of said Holders. 
 The Company seeks to enter into this Supplemental Indenture for the purpose of allowing the
Company to (a) purchase from the Holders, in a single transaction or a series of transactions, all or a portion of the Company’s outstanding Securities and (b) repurchase shares of Common Stock, from time to time, in open market
purchases and/or privately negotiated transactions, up to an aggregate amount not to exceed Twenty Five Million Dollars ($25,000,000), such repurchases to be in addition to the repurchases of the Common Stock permitted pursuant to the Second
Supplemental Indenture referred to above, and requests that the Trustee execute this Supplemental Indenture pursuant to Section 9.02. 
 The Company has received the valid written consent of the Majority Holders, which consent authorizes the implementation of the amendments to the Indenture set forth in this Supplemental Indenture. All conditions precedent provided for in
the Indenture relating to this Supplemental Indenture have been complied with. 
 NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

 It is mutually agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders of the Securities, as follows:

 ARTICLE I 
 Amendments 
 Section 1.01. Amendments to the Indenture. Section 10.13 of the Indenture shall be amended by
adding the following language at the end of such section: “and, except further that the Company shall be permitted to purchase from the Holders, in a single transaction or a series of transactions, all or a portion of the outstanding Securities
and to repurchase Common 








 
Stock, in open market purchases and/or privately negotiated transactions, up to an aggregate amount not to exceed Twenty Five Million Dollars ($25,000,000),
such repurchases to be in addition to the repurchases of Common Stock otherwise permitted in this Section 10.13.” 
 ARTICLE II

 Miscellaneous 
 Section 2.01. Effect of this Supplemental Indenture. Upon the execution of this Supplemental Indenture, the Indenture shall be modified only in accordance herewith, and this Supplemental Indenture shall form a part of the
Indenture for all purposes; and every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby. 
 Section 2.02. Confirmation of the Indenture and the Securities. Except as amended hereby, the Indenture and the Securities are in all respects ratified and confirmed and all their terms shall remain in
full force and effect. From and after the effectiveness of this Supplemental Indenture, any reference to the Indenture shall mean the Indenture as so amended by this Supplemental Indenture. 
 Section 2.03. Concerning the Trustee. The Trustee assumes no duties, responsibilities or liabilities by reason of this Supplement Indenture
other than as set forth in the Indenture. 
 Section 2.04. Governing Law; Jurisdiction; Jury Trial. All questions concerning the
construction, validity, enforcement and interpretation of this Supplemental Indenture shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under the Indenture
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS SUPPLEMENTAL INDENTURE.  
 Section 2.05. Effective Date of this Supplemental Indenture. This Supplemental Indenture shall be effective pursuant to Section 9.04 of
the Indenture immediately upon execution by the Company and delivery to and execution by the Trustee of this Supplemental Indenture. 







 Section 2.06. Counterparts. This Supplemental Indenture may be executed in two or more
identical 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. 
 Section 2.07. Headings. The headings of this Supplemental Indenture are for convenience of reference and shall not form part of, or affect the interpretation of, this Supplemental Indenture. 
 Section 2.08. Severability. If any provision of this Supplemental Indenture shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Supplemental Indenture in that jurisdiction or the validity or enforceability of any provision of this Supplemental Indenture in any other
jurisdiction. 
 Section 2.09. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Supplemental
Indenture and the consummation of the transactions contemplated hereby. 
 Section 2.10. No Strict Construction. The language
used in this Supplemental Indenture will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. 
 Section 2.11. Responsibility for Recitals, Etc. The recitals herein shall be taken as the statements of the Company, and the Trustee assumes
no responsibility for the accuracy thereof. 
 [signature page follows] 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of
the day and year first above written. 
  

			
	 THE WET SEAL, INC.

		
	 By:
	 	 /s/ John Luttrell

		 	 Name: John Luttrell
 Title: CFO and
Secretary

	
	THE BANK OF NEW YORK, as Trustee and Collateral Agent
		
	 By:
	 	 /s/ Geovanni Barris

		 	 Name: Geovanni Barris
 Title: Vice
President