REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2005 • Wet Seal Inc • Retail-women's clothing stores • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is entered into as of April 29, 2005, by and among The Wet Seal, Inc., a Delaware corporation (the “Company”) and the buyers listed on the Schedule of Buyers attached hereto as Exhibit A (each, a “Buyer” and, collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 3rd, 2005 • Wet Seal Inc • Retail-women's clothing stores • New York
SECOND AMENDMENT TO INTERCREDITOR AND LIEN SUBORDINATION AGREEMENTIntercreditor and Lien Subordination Agreement • May 3rd, 2005 • Wet Seal Inc • Retail-women's clothing stores • Massachusetts
THIS SECOND AMENDMENT TO INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT (this “Amendment”) is entered into as of April 29, 2005, by and among S.A.C. CAPITAL ASSOCIATES, LLC, a limited liability company organized under the laws of Anguila, as “Administrative Agent” and “Collateral Agent” for all Second Lien Lenders party to the Second Lien Credit Agreement as described more fully in the Intercreditor Agreement referred to below (the “Second Lien Agent”), THE WET SEAL, INC., a Delaware corporation (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., as “Administrative Agent” and “Collateral Agent” for all of the First Lien Lenders party to the First Lien Credit Agreement as described more fully in the Intercreditor Agreement re
AMENDMENT NO. 1 TO AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • May 3rd, 2005 • Wet Seal Inc • Retail-women's clothing stores • Massachusetts
AMENDMENT NO. 1 TO AMENDED AND RESTATED SUBORDINATION AGREEMENT (this “Amendment”), dated as of April 29, 2005, among FLEET RETAIL GROUP, INC., a Delaware corporation having its office at 40 Broad Street, Boston, Massachusetts 02109, in its capacity as agent (the “Agent”) for the Lenders (as hereinafter defined), S.A.C. CAPITAL ASSOCIATES, LLC (“SAC”), GMM CAPITAL, LLC (“GMM”), GOLDFARB CAPITAL PARTNERS LLC (“Goldfarb”), Charles Phillips, individually (“Phillips”), Eli Wachtel, individually (“Wachtel”) WLSS CAPITAL PARTNERS, LLC (“WLSS”), SMITHFIELD FIDUCIARY, LLC (“Smithfield”), D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. (“Zwirn LP”), D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD (“Zwirn Ltd”), RIVERVIEW GROUP, LLC (“Riverview” and, collectively with SAC, GMM, Goldfarb, Phillips, Wachtel, WLSS, Smithfield, Zwirn LP and Zwirn Ltd, the “Buyers”), THE BANK OF NEW YORK, in its capacity as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”) under the Indenture (as define
SUBORDINATION AGREEMENTSubordination Agreement • May 3rd, 2005 • Wet Seal Inc • Retail-women's clothing stores • Massachusetts
SUBORDINATION AGREEMENT (this “Agreement”), dated as of April 29, 2005, among FLEET RETAIL GROUP, INC., a Delaware corporation having its office at 40 Broad Street, Boston, Massachusetts 02109, in its capacity as agent (the “Agent”) for the Lenders (as hereinafter defined), S.A.C. CAPITAL ASSOCIATES, LLC (“SAC”), GMM CAPITAL, LLC (“GMM”), GOLDFARB CAPITAL PARTNERS LLC (“Goldfarb”), Charles Phillips, individually (“Phillips”), UBS FINANCIAL SERVICES as Custodian FBO Charles G. Phillips Rolover IRA (“Phillips IRA”), Eli Wachtel, individually (“Wachtel”) WLSS CAPITAL PARTNERS, LLC (“WLSS”), SMITHFIELD FIDUCIARY, LLC (“Smithfield”), D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. (“Zwirn LP”), D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD (“Zwirn Ltd”), RIVERVIEW GROUP, LLC (“Riverview”), PRENTICE CAPITAL PARTNERS QP, LP (“Prentice Partners QP”), PRENTICE CAPITAL PARTNERS, LP (“Prentice Partners LP”), PRENTICE CAPITAL OFFSHORE, LP (“Prentice Offshore” and, collectively with SAC, GMM, Goldfarb, Ph
SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • May 3rd, 2005 • Wet Seal Inc • Retail-women's clothing stores • New York
THE WET SEAL, INC., a Delaware corporation, having its principal place of business at 26972 Burbank, Foothill Ranch, California 92610, as Lead Borrower for the Borrowers, being:
WAIVER AND CONSENTWaiver and Consent • May 3rd, 2005 • Wet Seal Inc • Retail-women's clothing stores
This waiver and consent (the “Waiver”) is entered into as of April 29, 2005, by and among The Wet Seal, Inc., a Delaware corporation (the “Company”) and the buyers listed on the Schedule of Buyers attached hereto as Exhibit A (each, a “Buyer” and, collectively, the “Buyers”). Unless otherwise defined herein or the context otherwise requires, capitalized terms used herein and defined in the Securities Purchase Agreement shall be used herein as therein defined.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 3rd, 2005 • Wet Seal Inc • Retail-women's clothing stores
This Third Amendment to Amended and Restated Credit Agreement (this “Third Amendment”) is made as of the 29th day of April, 2005 by and among
