Walker B B Co Watch

from 10-Q ~5 pages 13th Amendment to Credit Agreement

from 10-Q ~5 pages 12th Amendment Credit Agreement Mellon Bank

from 10-Q ~5 pages 11th Amendment Credit Agreement Mellon Bank

from 10-K 1 page Exhibit (4)(c)(12) Mellon Business Credit - December 30, 1998 Mr. Kent Anderson Chairman of the Board B.B. Walker Company 414 E. Dixie Drive Asheboro, Nc 27203 Dear Kent: As You Have Requested, Mellon Business Credit Has Approved a Modification in the Method of Calculation of Your Financial Covenants. With the Change in the Date of Expiration of the Term Facility to June 30, 1999, All of That Debt Must Be Classified as Short Term for Accounting Purposes. by This Letter, Mellon Approves That That Portion of the Mellon Term Facility That Would Otherwise Have Been Due Greater Than One Year Hence, Had the Expiration of the Term Facility Not Been Modified, Shall Be Permitted to Be Classified as Long Term Debt for Covenant Calculation Purposes. This Modification Will Apply Only Through June 30, 1999. Failure by B.B. Walker Company, Inc. to Sell Their Asheboro, Nc Facility and Thus Pay Off This Term Debt or Seek an Alternative Solution Acceptable to Mellon Will Constitute an Event of Default. Sincerely, Roger D. Attix - Roger D. Attix Vice President Mellon Business Credit Mellon Bank Center 1735 Market Street Philadelphia, Pa 19101-7899 Rda:mjs Acknowledged: Kent T. Anderson - Kent T. Anderson Chairman of the Board

from 10-Q 1 page Exhibit(4)(c)(10) Separate Agreement With Mellon Bank Regarding Calculation of Financial Covenants Mellon Business Credit September 10, 1998 Mr. Kent Anderson Chairman of the Board B.B. Walker Company 414 E. Dixie Drive Asheboro, Nc 27203 Dear Kent: As You Have Requested, Mellon Business Credit Has Approved a Modification in the Method of Calculation of Your Financial Covenants. With the Change in the Date of Expiration of the Term Facility to December 31, 1998, All of That Debt Must Be Classified as Short Term for Accounting Purposes. by This Letter, Mellon Approves That That Portion of the Mellon Term Facility That Would Otherwise Have Been Due Greater Than One Year Hence, Had the Expiration of the Term Facility Not Been Modified, Shall Be Permitted to Be Classified as Long Term Debt for Covenant Calculation Purposes. This Modification Will Apply Only Through December 31, 1998. Failure by B.B. Walker Company, Inc. to Sell Their Asheboro, Nc Facility and Thus Pay Off This Term Debt or Seek an Alternative Solution Acceptable to Mellon Will Constitute an Event of Default. Sincerely, Roger D. Attix - Roger D. Attix Vice President Rda:mjs Acknowledged: Kent T. Anderson - Kent T. Anderson

from 10-Q 1 page <page> Exhibit (4)(c)(4) Mellon Business Credit Mellon Bank Center 1735 Market Street February 6, 1996 6th Floor Philadelphia, Pa 19101-7899 Mr. William C. Massie Vice President-Finance B.B. Walker Company 414 East Dixie Drive Asheboro, Nc 27203 Dear Mr. Massie: As We Have Previously Discussed, Mellon Bank Has Agreed to Modify the Financial Covenants of B.B. Walker for the Period Ending October 31, 1995 and Subsequent Periods. These Covenant Changes Are Outlined on the Attached Term Sheet Along With Various Changes to the Structure of the Loan Facility. the Modifications Were Based on the Company's Draft Audited Financial Statements Results for the Fiscal Year Ended October 31, 1995 and the Company's Projections for Fiscal 1996. These Are the Only Amendments to the Credit Agreement Contemplated at This Time. All the Other Terms and Conditions of the Credit Agreement Remain in Full Force and Effect. the Amendment to the Credit Agreement Formalizing These Changes Is Now Being Prepared by Ben Howell of Reed, Smith, Shaw & McClay. Sincerely, Roger D. Attix Roger D. Attix Vice President CC: Rogers Anderson Price Waterhouse <page> Term Sheet B.B. Walker Company Loan Restructure of February 1996 Original as Approved Revolving Line $20,000,000 $16,000,000 Inventory Sublimit $9,000,000 May-Sept $8,000,000 Jan-Mar; Aug-Oct $8,000,000 Apr & Oct $7,000,000 Apr-July; Nov-Dec $7,000,000 Mar & Nov $300,000 Retail $6,500,000 Dec-Feb $300,000 Retail Seasonal Overadvances $750,000 March-Nov $500,000 Oct-March Stockholder Notes $750,000 Minimum $1,100,000 Minimum (If Level Falls Below $1,200,000 - Seasonal Overadvance Becomes Unavailable) Pricing-Revolver Prime + .50% Prime + 1.00% Libor Option Yes No Performance Pricing Yes Tied to Reaching Original Covenants as Projected in August, 1995. Collateral Mgt. Fee $16,000 $36,000 Overadvance Fee $15,000 $10,000 Restructure Fee $N/a $25,000 All Other Terms and Conditions to Remain Unchanged. <page>

from 10-Q 1 page <page> 1 Exhibit (4)(c)(3) Term Loan Note $ 3,000,000.00 Philadelphia, Pennsylvania August 15, 1995 for Value Received, the Undersigned, B.B. Walker Company, a Delaware Corporation (The "Borrower"), Promises to Pay to the Order of Mellon Bank, N.A. (The "Lender") on or Before the Term Loan Maturity Date, and at Such Earlier Dates as May Be Required by the Agreement (As Defined Below), the Principal Sum of Three Million Dollars ($3,000,000.00). the Borrower Further Promises to Pay to the Order of the Lender Interest on the Unpaid Principal Amount Hereof From Time to Time Outstanding at the Rate or Rates Per Annum Determined Pursuant to the Agreement, Payable on the Dates Set Forth in the Agreement. This Note Is the "Term Loan Note" Referred to In, and Is Entitled to the Benefits Of, the Credit Agreement, Dated as of August 15, 1995, by and Among the Borrower and the Lender (As the Same May Be Amended, Modified or Supplemented From Time to Time, the "Agreement"), Which Among Other Things Provides for the Acceleration of the Maturity Hereof Upon Occurrence of Certain Events and for Prepayments in Certain Circumstances and Upon Certain Terms and Conditions. Terms Defined in the Agreement and Not Otherwise Defined in This Note Have the Same Meanings Herein as Specified in the Agreement. This Note Is Secured by and Is Entitled to the Benefits of the Liens Granted by the Security Documents Referred to in the Agreement. the Borrower Hereby Expressly Waives Presentment, Demand, Notice, Protest and All Other Demands and Notices in Connection With the Delivery, Acceptance, Performance, Default or Enforcement of This Note and the Agreement, and an Action for Amounts Due Hereunder or Thereunder Shall Immediately Accrue. This Note Shall Be Governed by and Construed and Enforced in Accordance With the Laws of the Commonwealth of Pennsylvania, Without Regard to Principles of Choice of Law. B.B. Walker Company Kent T. Anderson Kent T. Anderson President