Exhibit (4)(c)(13)


                  SEVENTH AMENDMENT TO CREDIT AGREEMENT

THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of June 30, 1999, by and between B.B. WALKER COMPANY, a North Carolina
corporation (the "Borrower"), and MELLON BANK, N.A., a national banking
association (the "Lender").

RECITALS

A.  The Borrower and the Lender are parties to a certain Credit Agreement
dated as of August 15, 1995 (as amended by the "First Amendment", the
"Second Amendment", the "Third Amendment", the "Fourth Amendment", the
"Fifth Amendment", and the "Sixth Amendment", each defined below, the
"Credit Agreement") pursuant to which the Lender established certain
credit facilities for the Borrower in order to provide working capital
financing and to refinance certain existing indebtedness.  Except as
otherwise defined herein, capitalized terms used in this Amendment shall
have the same meaning as in the Credit Agreement.

B.  As a result of certain Events of Default, the Borrower and the Lender
entered into the First Amendment to Credit Agreement dated as of April 15,
1996 ("First Amendment"), the Second Amendment to Credit Agreement dated
as of October 18, 1996 ("Second Amendment"), the Third Amendment to Credit
Agreement dated as of November 16, 1996 ("Third Amendment"), the Fourth
Amendment to Credit Agreement dated as of March 11, 1997 ("Fourth
Amendment"), the Fifth Amendment to Credit Agreement dated as of July 8,
1998 ("Fifth Amendment"), and the Sixth Amendment to Credit Agreement
dated as of December 28, 1998 ("Sixth Amendment").

C.  The Borrower has requested that the Lender extend the Term Loan
Maturity Date and amend certain other terms and provisions in the Credit
Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and intending to be legally bound hereby, the
parties hereto agree as follows:

AMENDMENTS

1.  The following definitions set forth in Article 1 of the Credit
Agreement shall be deleted and restated in their entirety as follows:

      "Term Loan Maturity Date" shall mean December 31, 1999.

2.  The following additions are hereby made to Article 1, Definitions,
in alphabetical order:

      "Seventh Amendment" shall mean the Seventh Amendment to Credit
Agreement, dated as of June 30, 1999, by and between the Borrower and
the Lender.

      "Seventh Amendment Closing Date" shall mean June 30, 1999.

3.  Section 2.4, Term Loan, shall be amended by deleting Section 2.4 (d)
in its entirety and replacing it with the following:

(d) Scheduled Amortization; Maturity.  As of the Seventh Amendment
Closing Date, the outstanding Principal due under the Term Loan was
$1,633,078.16.  After the Seventh Amendment Closing Date, Principal due
under the Term Loan shall be payable on each Regular Payment Date in
equal monthly installments of $35,714.28, with all remaining principal
due and payable on the Term Loan Maturity Date.

REPRESENTATIONS AND WARRANTIES
4.  Other Representations and Warranties.  Each of the representations
and warranties (as amended hereby) made by the Borrower in Article 3 of
the Credit Agreement are true and correct on and as of the Sixth
Amendment Closing Date (except those representations and warranties that
address matters only as of a particular date, which are true and correct
as of that date), and are incorporated herein as though fully set forth.

CONDITIONS PRECEDENT

5  Conditions to Effectiveness of this Amendment.  The obligation of the
Lender to enter into this Amendment is subject to the satisfaction,
immediately prior to or concurrently with the execution of the Amendment,
of the following conditions precedent:

(a)	Seventh Amendment, etc.  The Lender shall have received this Seventh
Amendment, duly executed by the Borrower.

(b)	Officers' Certificates.  The Lender shall have received certificates
from such officers of the Borrower in the form of Exhibit C attached
hereto.

(c)	Fees, Expenses, Etc.  All fees and other compensation (including,
without limitation, attorneys' fees) required to be paid to the Lender
pursuant hereto or pursuant to any other written agreement on or prior
to the Seventh Amendment Closing Date shall have been paid or received.

(d)	Other Conditions Precedent.  Each of the conditions precedent set
forth in Section 4.02 of the Credit Agreement shall have been met.

MISCELLANEOUS

6.  Reaffirmation; No Waiver.  Except as expressly modified herein, the
terms of the Credit Agreement, the Security Documents and all of the
Loan Documents executed in connection therewith, remain in full force
and effect in accordance with their respective terms and conditions, are
in no manner impaired hereby and, are hereby reaffirmed by all of the
parties.  In the event of any conflict between this Amendment and any
other Loan Document, the provisions of this Amendment shall prevail.

7.  Fees, Expenses, Etc.  Within ten (10) days of receipt of invoice,
the Borrower shall pay all fees and other compensation (including,
without limitation, attorneys' fees, costs of searches, field
examination expenses, filing and recording fees) required to be paid to
the Lender pursuant hereto, pursuant to any Amendment Document or
pursuant to any other written agreement.

8.  Severability.  The provisions of this Amendment are intended to be
severable.  If any provision of this Amendment shall be held invalid or
unenforceable in whole or in part in any jurisdiction such provision
shall, as to such jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without in any manner affecting the
validity or enforceability thereof in any other jurisdiction or the
remaining provisions hereof in any jurisdiction.

9.  Prior Understandings.  This Amendment and the other Amendment
Documents supersede all prior and contemporaneous understandings and
agreements, whether written or oral, among the parties hereto relating
to the transactions provided for herein and therein.

10.  Counterparts.  This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute but one and the
same instrument.

11.  Successors and Assigns.  This Amendment shall be binding upon and
inure to the benefit of the Borrower, the Lender, all future holders of
the Notes, and their respective successors and assigns, except that
the Borrower may not assign or transfer any of its rights hereunder or
interests herein without the prior written consent of the Lender, and
any purported assignment without such consent shall be void.

12  Governing Law.  THIS AMENDMENT AND ALL OTHER AMENDMENT DOCUMENTS
(EXCEPT TO THE EXTENT, IF ANY, OTHERWISE EXPRESSLY STATED IN SUCH OTHER
AMENDMENT DOCUMENTS) SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF PENNSYLVANIA, WITHOUT REGARD
TO CHOICE OF LAW PRINCIPLES.

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

ATTEST:                          B.B. WALKER COMPANY

By:  DOROTHY W. CRAVEN           By:  KENT T. ANDERSON
                                      ----------------
                                      Kent T. Anderson, President
[Corporate Seal]


                                 MELLON BANK, N.A.

                                 By:  ROGER D. ATTIX
                                      --------------
                                      Roger D. Attix, Vice President

CONSENTED TO this 30th
day of June, 1999:
FIRST NATIONAL BANK
AND TRUST COMPANY
By:   R. HOOKER THOMAS, III
      ---------------------
      R. Hooker Thomas, III
      Senior Vice President