40
Exhibit 2.1(g)

                                      RECEIVABLES PURCHASE TERMINATION
                                         AND REASSIGNMENT AGREEMENT

     THIS AGREEMENT is made and entered into as of September 1, 1999, among CONE
RECEIVABLES LLC, a Delaware limited liability company (the "Seller"), CONE MILLS
CORPORATION,   a  North  Carolina  corporation  ("Cone  Mills")  acting  in  its
individual  capacity and as Servicer under the  Receivables  Purchase  Agreement
described below, and DELAWARE FUNDING  CORPORATION,  a Delaware corporation (the
"Buyer"). Statement of Facts Pursuant to a Purchase Agreement, dated as of March
25, 1997,  as amended  (the  "Purchase  Agreement"),  between Cone Mills and the
Seller, the Seller has purchased from time to time from Cone Mills certain trade
receivables  resulting  from the sale of goods or services to  customers of Cone
Mills. Pursuant to a Receivables Purchase Agreement, dated as of March 25, 1997,
as amended (the "Receivables Purchase Agreement"),  among the Seller, Cone Mills
(as the Servicer and in its individual  capacity),  and the Buyer, the Buyer has
purchased  from  time to time  from  the  Seller  certain  undivided  percentage
ownership  interests in such  receivables  and Cone Mills (as the  Servicer) has
serviced  and  administered  or  caused to be  serviced  and  administered  such
receivables.  The parties  desire to terminate  the Purchase  Agreement  and the
Receivables Purchase Agreement (collectively,  the "Purchase Agreements") and to
provide for the reassignment by the Buyer of such undivided percentage ownership
interests to the Seller and the  reassignment by the Seller of such  receivables
to Cone Mills, all in accordance with and subject to the terms and conditions of
this  Agreement.  Statement of Terms NOW,  THEREFORE,  in  consideration  of the
mutual covenants  herein set forth,  and other good and valuable  consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows: 1. Definitions. Unless otherwise expressly defined herein, all
capitalized  terms used herein  shall have the  respective  meanings  given such
terms in the Purchase  Agreements.  2. Reconveyance of Purchased  Interest.  (a)
Subject to the terms and conditions of this Agreement, the Buyer hereby assigns,
transfers and conveys to the Seller,  without  recourse,  except as specifically
set forth herein,  and the Seller hereby  purchases and accepts  assignment  and
transfer from the Buyer of, all of the Buyer's  rights,  titles and interests in
and  to  the  Purchased  Interest.   In  consideration  for  such  transfer  and
assignment,  the Seller shall pay to the Buyer at or before 12:00 p.m. (New York
city  time) on this  date,  in  immediately  available  funds,  an  amount  (the
"Reconveyance  Amount") equal to the sum of the following:  (i) Net Investment $
50,000,000.00            (ii)            Accrued            but           unpaid
Discount....................................   $  16,393.65  (iii)  Accrued  but
unpaid   fees.............................................   $  -0-  (iv)  Other
Aggregate  Unpaids  (describe)..................................  $-0- (v) Total
Reconveyance Amount (sum of (i) through (iv)  above)..$50,016,393.65 (b) Payment
of the Reconveyance  Amount shall be made by the Seller to the Buyer by way of a
wire transfer of immediately  available  funds  directed as follows:  Bank Name:
Morgan Guaranty Trust Company of New York City and State: New York, New York ABA
Routing No.: 021-000-238 Account Name: Delaware Funding Corporation Account No.:
600-28-005  Ref:  Cone  Receivables  LLC 3.  Reconveyance  of Purchased  Assets.
Subject to the terms and conditions of this Agreement,  the Seller hereby sells,
sets over,  assigns,  transfers,  and conveys to Cone Mills,  without  recourse,
except  as  specifically  set  forth  herein,  and Cone  Mills  hereby  accepts,
purchases and receives,  all of the Seller's rights, titles and interests in and
to the Purchased  Assets,  the Lockbox  Accounts,  and all monies,  instruments,
securities,  documents  and other  property  now or  hereafter  on deposit in or
credited to the Lockbox Accounts (collectively,  the "Reconveyed Property").  In
consideration of the Seller's transfer and conveyance hereunder to Cone Mills of
the  Reconveyed  Property,  Cone Mills shall pay a purchase price (the "Purchase
Price")  equal  to  100%  of the  Outstanding  Balance  as of  this  date of the
Receivables conveyed hereunder by the Seller to Cone Mills, which price shall be
payable by Cone Mills on this date as follows:  (i) Cone Mills shall pay to such
account or person as may be  directed  by the Seller an amount,  in  immediately
available  funds,  equal to the Purchase  Price less the  aggregate  outstanding
principal and accrued interest balance as of this date of the Subordinated Loans
and (ii) Cone Mills shall apply in payment of the balance of the Purchase  Price
the  aggregate  outstanding  principal  and  accrued  interest  balance  of  the
Subordinated Loans as of this date. 4. Termination of Purchase Agreements.  Upon
the effectiveness of this Agreement, the Purchase Agreements shall terminate and
all obligations of the parties thereunder  (including without limitation any and
all obligations  thereunder to purchase,  sell or service the  Receivables,  the
Related  Security  and the  Collections)  shall  terminate,  except that (i) the
indemnification  and payment  provisions set forth in Sections 4.11,  8.01, 8.02
and 8.03 of the  Receivables  Purchase  Agreement as well as the  agreement  set
forth in Section 8.20 of the Receivables  Purchase Agreement shall be continuing
and  shall  survive  the  execution  and  delivery  of  this  Agreement  and the
termination of the Receivables Purchase Agreement,  and (ii) the indemnification
and payment  provisions of Article VII of the Purchase  Agreement as well as the
agreement  set  forth  in  Section  8.10  of the  Purchase  Agreement  shall  be
continuing  and shall survive the  execution and delivery of this  Agreement and
the  termination  of the  Purchase  Agreement.  5.  Mutual  Releases.  Upon  the
effectiveness  of this Agreement,  each of the Seller,  Cone Mills and the Buyer
(each such party being  referred to as a "Releasing  Party")  shall be deemed to
have (a) released and forever  discharged  each of the other parties  hereto and
their  respective  subsidiaries,   agents,   employees,   officers,   directors,
attorneys,  affiliates,  successors  and assigns  (collectively,  the  "Released
Parties")  of and  from any and all  liabilities,  claims,  suits,  obligations,
indebtedness,  liens, losses, causes of action , demands, rights, damages, costs
and  expenses of any kind,  character  or nature  whatsoever,  whether  known or
unknown,  whether fixed or contingent,  and whether  liquidated or unliquidated,
that such  Releasing  Party may have or claim to have against any such  Released
Party and which  arises  out of or is  connected  in any way with any  action of
commission or omission of any Released  Party  existing or occurring on or prior
to the  date  of  this  Agreement,  including  without  limitation  any  claims,
liabilities or obligations  relating to or arising out of or in connection  with
any of the Purchase Agreements or any of the transactions contemplated by any of
the Purchase  Agreements,  from the  beginning of time until the  execution  and
delivery of this Agreement (collectively,  the "Released Claims") and (b) agrees
forever to refrain from  commencing,  instituting or  prosecuting  any law suit,
action or other  proceeding  against any of the Released Parties with respect to
any of such Released Claims; provided,  however, that the Released Claims do not
include, and the releases and  covenants-not-to-sue  set forth in this Section 5
shall  not  apply  to,  the  Released   Parties'   respective   representations,
warranties,   covenants  and  other   obligations   under  this  Agreement.   6.
Effectiveness  of this  Agreement.  This Agreement shall be effective as of this
date upon the satisfaction of all of the following conditions precedent: (a) One
or more counterparts of this Agreement shall have been executed and delivered by
the  Seller,  Cone Mills and the Buyer;  and (b) The Buyer  shall have  received
payment of the  Reconveyance  Amount in accordance  with Section 2(b) above.  7.
Further  Assurances.  Each of the Seller and Buyer hereby  agrees to execute and
deliver such Uniform  Commercial Code  termination  statements,  Lockbox Account
transfers or instructions, and such other documents as Cone Mills may reasonably
request  from time to time in order to more fully  effectuate  the  transactions
contemplated  by this  Agreement;  provided,  however,  that  any  and all  such
termination  statements,  Lockbox Account  transfers or instructions,  and other
documents  shall  be  prepared  and/or  recorded  at  Cone  Mills'  expense.  8.
Representations  and Warranties.  (a) Each of the parties hereto  represents and
warrants that it has the full  corporate or other power and authority to execute
and deliver this  Agreement  and to perform its  obligations  hereunder and that
this  Agreement  has been duly and validly  executed  and  delivered  by it (and
assuming the due and valid  execution  and delivery  hereof by all other parties
hereto)  constitutes  a  legal,  valid  and  binding  obligation  of such  party
enforceable   against  it  in   accordance   with  its  terms,   except  as  the
enforceability hereof may be limited by bankruptcy,  insolvency,  reorganization
or other  similar  laws of general  application  relating  to or  affecting  the
enforcement  of creditors'  rights or by general  principles of equity. (b) The
Seller hereby  represents and warrants that the Reconveyed  Property is owned by
the Seller free and clear of all Liens (other than any Permitted  Liens) and the
Seller has not sold, pledged,  assigned,  transferred or subjected to a Lien any
of the Reconveyed Property,  other than the conveyance of the Purchased Interest
to the Buyer under the  Receivables  Purchase  Agreement.  (c) The Buyer  hereby
represents  and warrants that the Purchased  Interest is owned by the Buyer free
and clear of any Lien (other than any Permitted  Liens) and,  except as provided
in Section 8.17 of the Receivables  Purchase Agreement,  the Buyer has not sold,
pledged,  assigned,  transferred  or  subjected  to a Lien any of the  Purchased
Interest. The Buyer further represents and warrants that, upon the effectiveness
of  this  Agreement  and the  Buyers  receipt  of the  Reconveyance  Amount  in
accordance  with Section 2(b) above,  no Aggregate  Unpaids shall be outstanding
and the Seller and Cone Mills will not be  indebted  to the Buyer for any reason
under the Purchase  Agreements or any of the other  Purchase  Documents  (except
with  respect to (i) the Seller's  and Cone Mills'  respective  representations,
warranties,  covenants and other  obligations  under this Agreement and (ii) the
provisions  of the  Receivables  Purchase  Agreement  which  shall  survive  the
termination  of the  Purchase  Agreement as specified in clause (i) of Section 4
above;  provided,  however,  that all or a portion of such indebtedness shall be
reinstated in the event and to the extent that any payment  thereof is rescinded
or must  otherwise be  disgorged  or returned by the Buyer upon the  insolvency,
dissolution,  liquidation,  bankruptcy or  reorganization  of the Seller of Cone
Mills  or upon or as a result  of the  appointment  of a  trustee,  receiver  or
conservator or similar  officer for the Seller or Cone Mills or any  substantial
part of its property).  By signing on behalf of the Buyer below, Morgan Guaranty
Trust  Company of New York hereby  represents  and warrants  that it is the duly
authorized  and existing  attorney-in-fact  for the Buyer and is authorized  and
empowered  to execute and deliver  this  Agreement on behalf of the Buyer and to
bind the Buyer to this Agreement.  9. Parties' Intent.  It is the express intent
and  understanding  of the parties hereto that this Agreement  shall vest in the
Seller all the right,  title and  interest of the Buyer in and to the  Purchased
Interest and constitutes a valid sale of the Purchased  Interest by the Buyer to
the Seller  enforceable  against all  creditors of and all  purchasers  from the
Buyer and that this  Agreement  vests in Cone  Mills  all the  right,  title and
interest of the Seller in and to the Reconveyed Property and constitutes a valid
sale of the Reconveyed  Property by the Seller to Cone Mills enforceable against
all creditors of and purchasers from the Seller. 10. Third Party  Beneficiaries.
The  parties  hereto   acknowledge   and  agree  that  this  Agreement  and  the
transactions  contemplated hereby will be relied upon by Cone Receivables II LLC
(the "New  Seller"),  Redwood  Receivables  Corporation  (the "New  Buyer")  and
General  Electric  Capital  Corporation as Collateral  Agent and Operating Agent
("GE Capital") in connection  with the transfer from and after this date by Cone
Mills of the  Reconveyed  Property to the New Seller and the  transfer  from and
after this date by the New Seller to the New Buyer of certain  interests  in the
Reconveyed  Property,  all as  contemplated  by  the  Receivables  Purchase  and
Servicing  Agreement,  dated  as of  the  date  hereof,  among  Cone  Mills  (as
Servicer),  the New  Seller,  the  New  Buyer  and GE  Capital  and the  related
Receivables  Transfer  Agreement,  dated as of the date  hereof,  among  the New
Seller, Cone Mills and certain affiliates of the Originator  (collectively,  the
"New Purchase Agreements"). It is the express understanding and agreement of the
parties that each of the New Seller, the New Buyer and GE Capital is intended to
be a third party beneficiary of (i) all of the  representations,  warranties and
covenants of the Seller and Cone Mills  contained in this Agreement and (ii) all
of the  representations and warranties of the Buyer contained in Section 8(c) of
this  Agreement.  11.  Miscellaneous.  THIS  AGREEMENT  SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK.  This Agreement
shall be binding  upon and shall inure to the benefit of the parties  hereto and
their respective  successors and assigns.  This Agreement may be executed in any
number of several  counterparts,  and each such counterpart  shall constitute an
original and all such  counterparts  together shall  constitute one and the same
instrument.  12. No Petition.  Each of the Seller and Cone Mills agrees (and, by
accepting this  Agreement  below,  each of the New Seller,  the New Buyer and GE
Capital also agrees) that, prior to the date which is one year and one day after
the date  upon  which all  obligations  of the  Seller  to the  Buyer  under the
Receivables  Purchase Agreement are paid in full, such person will not institute
against,  or join any  other  person  in  instituting  against,  the  Buyer  any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or
other similar proceeding under the laws of the United States or any state of the
United States.  (remainder of page intentionally left blank)
 IN WITNESS,  each
of the parties hereto,  by their  respective duly  authorized  signatories,  has
executed  and  delivered  this  Agreement  as of the date first  above  written.
DELAWARE  FUNDING  CORPORATION By: Morgan Guaranty Trust Company of New York, as
Attorney-In-Fact  for Delaware  Funding  Corporation By: /s/ Richard Burke Name:
Richard  Burke  Title:  Vice  President  CONE  RECEIVABLES  LLC By:  Cone  Mills
Corporation,  its sole  Member By: /s/ David E. Bray Name:  David E. Bray Title:
Treasurer  CONE MILLS  CORPORATION  By:  /s/ David E. Bray  Name:  David E. Bray
Title: Treasurer ACCEPTED:  CONE RECEIVABLES II LLC By: /s/ Brandon Carrey Name:
Brandon Carrey Title:  President REDWOOD  RECEIVABLES  CORPORATION By: /s/ Denis
Creeden Name: Denis Creeden Title:  Assistant Secretary GENERAL ELECTRIC CAPITAL
CORPORATION, as Operating Agent and Collateral Agent By: /s/ Craig Winslow Name:
Craig Winslow Duly Authorized  Signatory
COLLATERAL  AGENT CONSENT AND RELEASE
In order to induce the Seller, Cone Mills and the Buyer to execute,  deliver and
perform  the  within  and  foregoing   Receivables   Purchase   Termination  and
Reassignment Agreement (the "Agreement";  all capitalized terms used herein, and
not otherwise  defined  herein,  shall have the meanings given such terms in the
Agreement),  the  undersigned  Collateral  Agent hereby  consents to the Buyer's
reconveyance  of the  Purchased  Interest to the Seller in  accordance  with the
terms and conditions of the Agreement and releases all of the Collateral Agent's
rights,  titles and interests in and to the Purchased Interest.  MORGAN GUARANTY
TRUST  COMPANY OF NEW YORK,  as  Collateral  Agent By: /s/  Richard  Burke Name:
Richard Burke Title: Vice President