AND COLLATERAL
AGENT (THE "COLLATERAL AGENT") TO THE HOLDERS OF THE "SECURITIES" (AS DEFINED IN
THE INDENTURE, DATED AS OF JANUARY 14, 2005, AMONG THE TRUSTEE AND THE WET SEAL,
INC.), CERTAIN OTHER HOLDERS OF INDEBTEDNESS IDENTIFIED ON THE SIGNATURE PAGES
THERETO, THE WET SEAL, INC., A DELAWARE CORPORATION, (THE "LEAD BORROWER"), AND
S.A.C., ACTING AS AGENT, TO THE INDEBTEDNESS AND THE LIENS AND SECURITY
INTERESTS SECURING INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE BORROWERS
PURSUANT TO THAT CERTAIN BRIDGE CREDIT AGREEMENT DATED AS OF NOVEMBER 9, 2004
(AS THE SAME MAY BE AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME PURSUANT TO
THE TERMS THEREOF, THE "BRIDGE CREDIT AGREEMENT") AMONG THE LEAD BORROWER, THE
WET SEAL RETAIL, WET SEAL CATALOG, (COLLECTIVELY, WITH WET SEAL RETAIL AND THE
LEAD BORROWER, THE "BORROWERS"), WET SEAL GC, INC., A VIRGINIA CORPORATION (THE
"FACILITY GUARANTOR"), AND S.A.C. CAPITAL ASSOCIATES, L.L.C. ("AGENT"), AND THE
LENDERS FROM TIME TO TIME PARTY THERETO, AND CERTAIN GUARANTEES OF THE
INDEBTEDNESS EVIDENCED THEREBY, AS SUCH BRIDGE CREDIT AGREEMENT AND SUCH
GUARANTEES HAVE BEEN AND HEREAFTER MAY BE AMENDED, RESTATED, SUPPLEMENTED OR
OTHERWISE MODIFIED FROM TIME TO TIME AS PERMITTED UNDER THE BRIDGE SUBORDINATION
AGREEMENT AND TO THE LIENS AND SECURITY INTERESTS SECURING INDEBTEDNESS
REFINANCING THE INDEBTEDNESS UNDER SUCH AGREEMENTS AS PERMITTED BY THE BRIDGE
SUBORDINATION AGREEMENT; AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF,
IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE BRIDGE SUBORDINATION
AGREEMENT APPLICABLE TO THE "SUBORDINATING CREDITORS" (AS SUCH TERM IS DEFINED
IN THE BRIDGE SUBORDINATION AGREEMENT), AS IF SUCH HOLDER WERE A SUBORDINATING
CREDITOR FOR ALL PURPOSES OF THE BRIDGE SUBORDINATION AGREEMENT.
- 3 -
THE WET SEAL, INC.
SECURED CONVERTIBLE NOTE
CUSIP NO. [
]1
Issuance Date: January
, 2005
Principal: U.S. $
1 To be completed upon issuance to the Depositary.
FOR VALUE RECEIVED, The Wet Seal, Inc., a Delaware corporation (the "Company"),
hereby promises to pay to the order of [
] or its
registered assigns ("Holder") the amount set out above as the Principal (as
defined below) [INCLUDE IF NOTE IS A GLOBAL SECURITY - (which amount may from time
to time be increased or decreased by adjustments made on the records of the
Initial Depositary or the Trustee, as custodian for the Depositary, in
accordance with the rules and procedures of the Initial Depositary or the
Depositary, as applicable)] when due, whether upon the Maturity Date (as defined
below), acceleration, redemption or otherwise (in each case in accordance with
the terms hereof) and to pay interest ("Interest") on any outstanding Principal
at a rate per annum equal to the Interest Rate (as defined below), from the date
set out above as the Issuance Date (the "Issuance Date") until the same becomes
due and payable, whether upon an Interest Date (as defined below), the Maturity
Date, acceleration, conversion, redemption or otherwise (in each case in
accordance with the terms hereof). This Convertible Note (including all
Convertible Notes issued in exchange, transfer or replacement hereof, this
"Note")