IRON AGE CORP
AMENDMENT NO. 5 TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.43
<SEQUENCE>2
<FILENAME>j8534401ex10-43.txt
<DESCRIPTION>AMENDMENT NO. 5 TO CREDIT AGREEMENT
<TEXT>

<PAGE>   1

                                                                  EXHIBIT 10.43

                                 AMENDMENT NO. 5
                             TO THE CREDIT AGREEMENT


                                                 Dated as of September 15, 2000

                  AMENDMENT NO. 5 TO THE CREDIT AGREEMENT (this "Amendment")
among Iron Age Corporation, a Delaware corporation (the "Borrower"), Iron Age
Holdings Corporation, a Delaware corporation (the "Parent Guarantor"), the
banks, financial institutions and other institutional lenders parties to the
Credit Agreement referred to below (collectively, the "Lenders") and BNP
Paribas, as agent (the "Agent") for the Lenders, initial issuing bank and swing
line bank.

                  PRELIMINARY STATEMENTS:

                  (1) The Borrower, the Lenders and the Agent have entered into
a Credit Agreement dated as of April 24, 1998, a Letter Waiver thereto dated as
of August 28, 1998, an Amendment No. 2 and Waiver dated as of February 26, 1999,
an Amendment No. 3 and Waiver dated as of June 23, 1999 and an Amendment No. 4
and Waiver dated as of March 17, 2000 (such Credit Agreement, as so amended, the
"Credit Agreement"). Capitalized terms not otherwise defined in this Amendment
have the same meanings as specified in the Credit Agreement.

                  (2) The Borrower and the Required Lenders have agreed to amend
the Credit Agreement as hereinafter set forth.

                  SECTION 1. Amendments to Credit Agreement. The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 2 hereof, hereby amended as
follows:

                  (a) The definition of "Fixed Charge Coverage Ratio" set forth
         in Section 1.01 is amended by amending clause (a)(ii) thereof in full
         to read as follows:

                  "(ii) income taxes of the Parent Guarantor and its
                  Subsidiaries that have been paid in cash during such Rolling
                  Period (other than taxes paid in respect of the purchase of
                  Senior Subordinated Notes at a discount in accordance with
                  Section 5.02(k)(ii)(z)) to"

                  (b) The definition of "Permitted Issuance" set forth in
         Section 1.01 is amended by amending clause (a) thereof in full to read
         as follows:

                  "(a) to Fenway Fund and any other stockholders of the Parent
                  Guarantor listed on Schedule 4.01(a), provided that the equity
                  securities sold or issued to Fenway Fund shall not be less
                  than its pro rata share of such sale or issuance"

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                  (c) Sections 3.02(iii)(b) and (c) are amended by deleting in
         each case after the words "Senior Subordinated Notes" the words "or
         Discount Notes".

                  (d) Section 5.02(k) is amended in full to read as follows:
 .
                           "(k) Prepayments, Etc. of Debt. (i) Amend, modify or
                  change in any manner, or permit any of their Subsidiaries to
                  amend, modify or change in any manner, any term or condition
                  of any Surviving Debt or any Subordinated Debt or (ii) prepay,
                  redeem, purchase, defease or otherwise satisfy prior to the
                  scheduled maturity thereof in any manner, or make any payment
                  in violation of any subordination terms of, any Debt, or
                  permit any of their Subsidiaries to do so, other than (x) the
                  prepayment of the Advances in accordance with the terms of
                  this Agreement, (y) if both before and after giving effect to
                  any such prepayment, redemption, purchase, defeasance or other
                  satisfaction, no Default has occurred or would result
                  therefrom, regularly scheduled or required repayments or
                  redemptions of Surviving Debt and (z) on or prior to April 24,
                  2001, the purchase of Senior Subordinated Notes at or below a
                  price equal to 80% of par if (1) the Borrower provides to the
                  Lenders on or prior to the date of each such purchase a
                  certificate (A) stating that both before and after giving
                  effect to any such purchase, no Default has occurred or would
                  result therefrom, (B) stating that, in the aggregate since
                  September 1, 2000, not more than $10,800,000 of the Working
                  Capital Advances have been used in connection with such
                  purchase of Senior Subordinated Notes and (C) demonstrating in
                  reasonable detail giving effect to such purchase (I) pro forma
                  compliance with Section 5.04 as of the end of the next ending
                  Rolling Period and (II) that the Senior Leverage Ratio does
                  not exceed 2.25 : 1.00 and (2) any proceeds of the Working
                  Capital Advances used in connection with such purchase after
                  September 1, 2000 shall not exceed $10,800,000 in the
                  aggregate and shall equal not more than 60% of the purchase
                  price of such Senior Subordinated Notes and not less than 40%
                  of the purchase price of such Senior Subordinated Notes shall
                  be paid with the proceeds of a Permitted Issuance."

                  SECTION 2. Conditions of Effectiveness. This Amendment shall
become effective as of the date first above written when, and only when, the
Agent shall have received the following:

                  (a) Counterparts of this Amendment executed by the Borrower
         and the Required Lenders or, as to any of the Lenders, advice
         satisfactory to the Agent that such Lender has executed this Amendment,

                  (b) The consent attached hereto executed by the Parent
         Guarantor and the Subsidiary Guarantors,

                  (c) An amendment fee equal to 0.25% of the Commitments for
         the benefit of the Lender Parties and


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                  (d) A certificate of each of the Borrower, the Parent
         Guarantor and each other Loan Party, signed on behalf of such Person by
         its President, any Executive Vice President or any Vice President and
         its Secretary, dated the date of this Amendment (the statements made in
         which certificate shall be true on and as of the date of this
         Amendment), certifying as to (A) the completeness and accuracy of the
         representations and warranties contained in the Loan Documents as
         though made on and as of the date of this Amendment, and (B) the
         absence of any event occurring and continuing, or resulting from this
         Amendment, that constitutes a Default,

This Amendment is subject to the provisions of Section 9.01 of the Credit
Agreement.

                  SECTION 3.  Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:

                  (a) Each Loan Party is a corporation duly organized, validly
         existing and in good standing under the laws of the jurisdiction
         indicated in the recital of parties to this Amendment.

                  (b) The execution, delivery and performance by the Borrower of
         this Amendment and the Loan Documents, as amended hereby, to which it
         is or is to be a party, are within the Borrower's corporate powers,
         have been duly authorized by all necessary corporate action and do not
         (i) contravene the Borrower's charter or by-laws, (ii) violate any law
         (including, without limitation, the Securities Exchange Act of 1934, as
         amended, and the Racketeer Influenced and Corrupt Organizations Chapter
         of the Organized Crime Control Act of 1970), rule or regulation
         (including, without limitation, Regulation X of the Board of Governors
         of the Federal Reserve System), or any order, writ, judgment,
         injunction, decree, determination or award, binding on or affecting the
         Borrower or any of its Subsidiaries or any of their properties, (iii)
         conflict with or result in the breach of, or constitute a default
         under, any contract, loan agreement, indenture, mortgage, deed of
         trust, lease or other instrument binding on or affecting the Borrower,
         any of its Subsidiaries or any of their properties or (iv) except for
         the Liens created under the Collateral Documents, result in or require
         the creation or imposition of any Lien upon or with respect to any of
         the properties of the Borrower or any of its Subsidiaries.

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         or any other third party is required for the due execution, delivery or
         performance by the Borrower of this Amendment or any of the Loan
         Documents, as amended hereby, to which it is or is to be a party.

                  (d) This Amendment has been duly executed and delivered by the
         Borrower. This Amendment and each of the other Loan Documents, as
         amended hereby, to which the Borrower is a party is the legal, valid
         and binding obligation of the Borrower, enforceable against the
         Borrower in accordance with its terms.

                  (e) There is no action, suit, investigation, litigation or
         proceeding affecting the Borrower or any of its Subsidiaries
         (including, without limitation, any Environmental Action) pending or
         threatened before any court, governmental agency or arbitrator that


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         (i) could be reasonably likely to have a Material Adverse Effect or
         (ii) purports to affect the legality, validity or enforceability of
         this Amendment or any of the other Loan Documents, as amended hereby.

                  SECTION 4. Reference to and Effect on the Credit Agreement and
the Loan Documents. (a) On and after the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Credit Agreement, and each reference in
each of the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement, as amended by this Amendment.

                  (b) The Credit Agreement and each of the other Loan Documents,
as specifically amended by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.

                  (c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.

                  SECTION 5. Costs and Expenses. The Borrower agrees to pay on
demand all costs and expenses of the Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder
(including, without limitation, the reasonable fees and expenses of counsel for
the Agent) in accordance with the terms of Section 9.04 of the Credit Agreement.

                  SECTION 6. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

                  SECTION 7. Governing Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                          IRON AGE CORPORATION


                                          By __________________________________
                                              Title:



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                                          BNP PARIBAS,
                                            as Agent, Swing Line Bank,
                                            Issuing Bank and as Lender


                                          By __________________________________
                                              Title:

                                          By __________________________________
                                              Title:


                                          KEY CORPORATE CAPITAL INC.


                                          By __________________________________
                                              Title:


                                          PNC BANK, NATIONAL ASSOCIATION


                                          By __________________________________
                                              Title:


                                          UBS AG, STAMFORD BRANCH


                                          By __________________________________
                                              Title:

                                          By __________________________________
                                              Title:


                                          U.S. BANK NATIONAL ASSOCIATION


                                          By __________________________________
                                              Title:


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                                     CONSENT

                                                 Dated as of September 15, 2000


                  Each of the undersigned, as a Loan Party party to certain of
the Loan Documents (as defined in the Credit Agreement referred to in the
foregoing Amendment No. 5), hereby consents to such Amendment and hereby
confirms and agrees that (a) notwithstanding the effectiveness of such
Amendment, each Loan Document to which it is a party is, and shall continue to
be, in full force and effect and is hereby ratified and confirmed in all
respects, except that, on and after the effectiveness of such Amendment, each
reference in such Loan Document to the "Credit Agreement", "thereunder",
"thereof" or words of like import shall mean and be a reference to the Credit
Agreement, as amended by such Amendment, and (b) the Collateral Documents to
which such Loan Party is a party and all of the Collateral described therein do,
and shall continue to, secure the payment of all of the Secured Obligations (in
each case, as defined therein).

                                          IRON AGE HOLDINGS CORPORATION


                                          By __________________________________
                                              Title:



                                          IRON AGE INVESTMENT COMPANY


                                          By __________________________________
                                              Title:



                                          FALCON SHOE MFG. CO.


                                          By __________________________________
                                              Title:


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