IRON AGE CORP
EX-10.50 LETTER WAIVER
<DOCUMENT>
<TYPE>EX-10.50
<SEQUENCE>6
<FILENAME>j9618201exv10w50.txt
<DESCRIPTION>EX-10.50 LETTER WAIVER
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.50

                                  LETTER WAIVER

                                                   Dated as of September 4, 2002


To the banks, financial institutions
   and other institutional lenders
   (collectively, the "Lenders")
   parties to the Credit Agreement
   referred to below and to BNP Paribas
   (formerly, Banque Nationale de Paris),
   as agent (the "Agent") for the Lenders

Ladies and Gentlemen:

            We refer to the Credit Agreement dated as of April 24, 1998, as
amended, supplemented and otherwise modified by a Letter Waiver thereto dated as
of August 28, 1998, an Amendment No. 2 and Waiver thereto dated as of February
26, 1999, an Amendment No. 3 and Waiver thereto dated as of June 23, 1999, an
Amendment No. 4 and Waiver thereto dated as of March 17, 2000, an Amendment No.
5 thereto dated as of September 15, 2000, an Amendment No. 6 thereto dated as of
April 24, 2001 and an Amendment No. 7 and Waiver thereto dated as of December
10, 2001 (such Credit Agreement, as so amended, supplemented and otherwise
modified, the "Credit Agreement") among the undersigned and you. Capitalized
terms not otherwise defined in this Letter Waiver have the same meanings as
specified in the Credit Agreement.

            We hereby request that you waive, solely for the period commencing
on July 27, 2002 and ending on October 25, 2002 (the "Waiver Termination Date"),
the requirements of Sections 5.04(b), 5.04(c) and 5.04(e) of the Credit
Agreement for the Rolling Period ending on July 27, 2002. On the Waiver
Termination Date, without any further action by the Agent and the Lenders, all
of the terms and provisions set forth in the Loan Documents with respect to
Defaults thereunder that are waived hereunder and not cured prior to the Waiver
Termination Date shall have the same force and effect as if this Letter Waiver
had not been entered into by the parties hereto, and the Agent and the Lenders
shall have all of the rights and remedies afforded to them under the Loan
Documents with respect to any such Defaults as though no waiver had been granted
by them hereunder.

            In connection with this Letter Waiver, we agree to pay to the Agent,
for the pro rata benefit of the Lenders party hereto, a fee equal to 0.10% of
the aggregate amount of, without duplication, the Commitments of such Lenders
under the Credit Agreement in each case outstanding as of September 4, 2002. We
acknowledge that such fee shall be (a) fully-earned
<PAGE>
                                       2

and payable on September 4, 2002 to each Lender who executes and delivers this
Letter Waiver on or prior to such date provided that this Letter Waiver becomes
effective by such date in accordance with the following paragraph and (b)
non-refundable for any reason whatsoever after payment. We also understand and
agree that nothing in this Letter Waiver shall constitute a commitment by any
Lender to participate in, provide, amend, modify, restate, extend or arrange any
other financing in connection herewith.

            This Letter Waiver shall become effective as of the date first above
written when, and only when, on or before September 4, 2002, (a) the Agent shall
have received (i) counterparts of this Letter Waiver executed by us and the
Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent
that such Lender has executed this Letter Waiver, (ii) counterparts of the
consent attached hereto executed by each of the Loan Parties and (iii) the fee
referred to in the preceding paragraph and (b) the Loan Parties shall have paid
in full all accrued costs and expenses of the Agent in connection with the
preparation, execution and delivery of this Letter Waiver and all other accrued
costs and expenses of the Agent in connection with the Credit Agreement
(including, without limitation, the accrued fees and expenses of counsel for the
Agent with respect thereto). This Letter Waiver is subject to the provisions of
Section 9.01 of the Credit Agreement.

            The Credit Agreement, the Notes and each of the other Loan
Documents, except to the extent of the waiver specifically provided above, are
and shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed. Without limiting the generality of the foregoing, the
Collateral Documents and all of the Collateral described therein do and shall
continue to secure the payment of all Obligations of the Loan Parties under the
Loan Documents. The execution, delivery and effectiveness of this Letter Waiver
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.

            If you agree to the terms and provisions of this Letter Waiver,
please evidence such agreement by executing and returning at least five
counterparts of this Letter Waiver to Shearman & Sterling, 599 Lexington Avenue,
New York, NY 10022 Attention: Benjamin Cheng.

            This Letter Waiver 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 one and the same agreement. Delivery of an executed counterpart of a
signature page to this Letter Waiver by telecopier shall be effective as
delivery of a manually executed counterpart of this Letter Waiver.

            This Letter Waiver shall be governed by, and construed in accordance
with, the laws of the State of New York.
<PAGE>
                                       3

                                                  Very truly yours,


                                                  IRON AGE CORPORATION

                                                  By
                                                     ---------------------------
                                                     Name:
                                                     Title:


                                                  IRON AGE HOLDINGS CORPORATION

                                                  By
                                                     ---------------------------

                                                     Name:
                                                     Title:


Agreed as of the date first above written:

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


By
   ---------------------------
   Name:
   Title:

By
   ---------------------------
   Name:
   Title:
<PAGE>
KEY CORPORATE CAPITAL INC.


By
   ---------------------------
   Name:
   Title:
<PAGE>
PNC BANK, NATIONAL ASSOCIATION

By
   ---------------------------
   Name:
   Title:
<PAGE>
UBS AG, STAMFORD BRANCH

By
   ---------------------------
   Name:
   Title:
By
   ---------------------------
   Name:
   Title:
<PAGE>
U.S. BANK NATIONAL ASSOCIATION


By
   ---------------------------
   Name:
   Title:

By
   ---------------------------
   Name:
   Title:
<PAGE>
                                     CONSENT

            Reference is made to (a) Letter Waiver to the Credit Agreement dated
as of September 4, 2002 (the "Letter Waiver"; capitalized terms not otherwise
defined herein being used herein as defined in the Letter Waiver and in the
Credit Agreement referred to below), (b) the Credit Agreement dated as of April
24, 1998 (as amended, supplemented or otherwise modified through the date
hereof, the "Credit Agreement") among Iron Age Corporation, a Delaware
corporation, Iron Age Holdings Corporation, a Delaware corporation, the banks,
financial institutions and other institutional lenders party thereto, and BNP
Paribas (formerly known as Banque Nationale de Paris) ("BNP"), as Swing Line
Bank and Initial Issuing Bank thereunder, and BNP, as agent (the "Agent") for
the Lenders thereunder, and (c) the other Loan Documents referred to therein.

            Each of the undersigned, in its capacity as (a) a Grantor under the
Security Agreement, (b) a Grantor under each Intellectual Property Security
Agreement, and/or (c) a Guarantor under the Subsidiary Guaranty, hereby consents
to the execution, delivery and the performance of the Letter Waiver and agrees
that:

            (A) notwithstanding the effectiveness of the Letter Waiver, each of
      the Security Agreement, the Intellectual Property Security Agreement and
      the Subsidiary Guaranty to which it is a party is, and shall continue to
      be, in full force and effect and is hereby in all respects ratified and
      confirmed in all respects; and

            (B) the Collateral Documents to which it is a party and all of its
      Collateral described therein do, and shall continue to, secure the payment
      of all of the Secured Obligations (in each case, as defined therein).

            This Consent shall be governed by, and construed in accordance with,
the laws of the State of New York.

            Delivery of an executed counterpart of a signature page of this
Consent by telecopier shall be effective as the delivery of a manually executed
counterpart of this Consent.

                                                  IRON AGE CORPORATION

                                                  By
                                                    ---------------------------
                                                    Name:
                                                    Title:


                                                  IRON AGE HOLDINGS CORPORATION

                                                  By
                                                    ---------------------------
                                                    Name:
                                                    Title:
<PAGE>
                                                  IRON AGE INVESTMENT COMPANY

                                                  By
                                                    ---------------------------
                                                    Name:
                                                    Title:


                                                  FALCON SHOE MFG. CO.

                                                  By
                                                    ---------------------------
                                                    Name:
                                                    Title:

</TEXT>
</DOCUMENT>
