WITH RESPECT TO SUCH LIENS ARE SUBORDINATE IN THE MANNER AND TO THE
EXTENT SET FORTH IN THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AGREEMENT
(AS THE SAME MAY BE AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME PURSUANT TO
THE TERMS THEREOF, THE "SUBORDINATION AGREEMENT") DATED AS OF
, 200
, AMONG THE BANK OF NEW YORK, ACTING AS TRUSTEE (THE "TRUSTEE") TO
CERTAIN HOLDERS OF THE "SECURITIES" (AS DEFINED IN THE INDENTURE, DATED AS OF
________ ___, 200__, AMONG THE TRUSTEE AND THE WET SEAL, INC.), S.A.C. CAPITAL
ASSOCIATES, LLC, A LIMITED LIABILITY COMPANY ORGANIZED UNDER THE LAWS OF ANGUILA
("SAC") AND CERTAIN OTHER HOLDERS OF INDEBTEDNESS IDENTIFIED ON THE SIGNATURE
PAGES THERETO, THE WET SEAL, INC., A DELAWARE CORPORATION, (THE "LEAD
BORROWER"), AND FLEET RETAIL GROUP, INC. , ACTING AS AGENT TO THE INDEBTEDNESS
AND THE LIENS AND SECURITY INTERESTS SECURING INDEBTEDNESS (INCLUDING INTEREST)
OWED BY THE COMPANIES PURSUANT TO THAT CERTAIN AMENDED AND RESTATED CREDIT
AGREEMENT DATED AS OF SEPTEMBER 22, 2004 (THE "FIRST LIEN CREDIT AGREEMENT")
AMONG THE LEAD BORROWER, THE WET SEAL RETAIL, INC., A DELAWARE CORPORATION ("WET
SEAL RETAIL"), WET SEAL CATALOG, INC., A DELAWARE CORPORATION (COLLECTIVELY,
WITH WET SEAL RETAIL AND THE LEAD BORROWER, THE "COMPANIES"), WET SEAL GC, INC.,
A VIRGINIA CORPORATION (THE "FACILITY GUARANTOR"), AND FLEET RETAIL GROUP, INC.
("AGENT"), BACK BAY CAPITAL FUNDING, LLC, AS TERM LENDER, THE LENDERS FROM TIME
TO TIME PARTY THERETO AND FLEET NATIONAL BANK, AS ISSUING LENDER, AND CERTAIN
GUARANTEES OF THE INDEBTEDNESS EVIDENCED THEREBY,
AS SUCH FIRST LIEN 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 SUBORDINATION AGREEMENT AND TO THE LIENS AND SECURITY
INTERESTS SECURING INDEBTEDNESS REFINANCING THE INDEBTEDNESS UNDER SUCH
AGREEMENTS AS PERMITTED BY THE SUBORDINATION AGREEMENT; AND EACH HOLDER OF THIS
NOTE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS
OF THE SUBORDINATION AGREEMENT APPLICABLE TO THE "SUBORDINATING CREDITORS" (AS
SUCH TERM IS DEFINED IN THE SUBORDINATION AGREEMENT), AS IF SUCH HOLDER WERE A
SUBORDINATING CREDITOR FOR ALL PURPOSES OF THE SUBORDINATION AGREEMENT."
THE WET SEAL, INC.
SECURED CONVERTIBLE NOTE
CUSIP NO. [
]
Issuance Date:
, 200[
]
Principal: U.S. $
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 [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 Trustee, as custodian for the Depositary,
in accordance with the rules and procedures of the Depositary] (as adjusted,
pursuant to the terms hereof pursuant to redemption, conversion or otherwise,
the "Principal") 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