0000921530-05-000004 Sample Contracts

SUBORDINATION AGREEMENT DATED AS OF DECEMBER 31, 2004
Subordination Agreement • January 5th, 2005 • Wet Seal Inc • Retail-women's clothing stores

WHEREAS, THE WET SEAL, INC., (the “Lead Borrower”), THE WET SEAL RETAIL, INC., (“Wet Seal Retail”), WET SEAL CATALOG, INC. (“Wet Seal Catalog”), WET SEAL GC, INC., (the “Facility Guarantor” and collectively, with the Lead Borrower, Wet Seal Retail and Wet Seal Catalog, the “Merchant”)), and FLEET RETAIL GROUP, INC., as administrative agent and collateral agent for all of the first lien lenders (the “First Lien Agent”), and the other first lien lenders party thereto have entered into an Amended and Restated Credit Agreement, dated as of September 22, 2004 (as amended from time to time, the “Loan Agreement”).

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AGENCY AGREEMENT
Agency Agreement • January 5th, 2005 • Wet Seal Inc • Retail-women's clothing stores • California

This Agency Agreement is made as of this 31st day of December 2004, by and between HILCO MERCHANT RESOURCES, LLC (the “Agent”) and THE WET SEAL, INC., THE WET SEAL RETAIL, INC., WET SEAL CATALOG, INC. and WET SEAL GC, INC. (collectively, the “Merchant”).

SECURITY AGREEMENT DATED AS OF DECEMBER 31, 2004
Security Agreement • January 5th, 2005 • Wet Seal Inc • Retail-women's clothing stores • California

Reference is made to that certain Agency Agreement, dated as of December 31, 2004, between Merchant and Agent (the “Agency Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Agency Agreement.

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