ASSIGNMENT AND
TERMINATION AGREEMENT
NORTH CAROLINA
GUILFORD COUNTY
THIS ASSIGNMENT AND TERMINATION AGREEMENT, made and
entered into as of the 31st day of August, 2000,
("Agreement") among ATLANTIC FINANCIAL GROUP, LTD., a Texas
limited partnership, ("AFG"), SUNTRUST BANK, ATLANTA, a
Georgia banking corporation, ("SunTrust") and CONE MILLS
CORPORATION, a North Carolina corporation, ("Cone").
WITNESSETH THAT:
WHEREAS, Cone, as Landlord in that certain Ground
Lease dated as of October 24, 1994, (the "Ground Lease")
with TBC Realty II Corporation, a Texas corporation,
("TBC"), as Tenant, leased to TBC certain real property in
Guilford County, North Carolina, (the "Leasehold Parcel")
described on Exhibit A-1 hereto. The Ground Lease is
evidenced of record by a Memorandum of Ground Lease dated as
of October 24, 1994, and recorded in Book 4251, Pages 1044
to 1047, Office of the Register of Deeds of Guilford County,
North Carolina ("Guilford County Registry"); and
WHEREAS, TBC, as Lessor in that certain Master Lease
Agreement dated as of October 24, 1994, as amended from time
to time, (the "Master Lease") leased to Cone, as Tenant,
certain real property that is part of the North Pointe
Corporate Center Development in Guilford County, North
Carolina, and is more particularly described on Exhibit A-2
hereto. The Master Lease is evidenced of record by a
Memorandum of Master Lease dated as of October 24, 1994, and
recorded in Book 4251, Page 1048, Guilford County Registry;
and
WHEREAS, in connection with the Ground Lease and the
Master Lease, TBC, Cone and Citicorp Leasing, Inc., a
Delaware corporation, ("Citicorp") entered into an
Acknowledgment Agreement recorded in Book 4251, Page 1082,
Guilford County Registry, ("Acknowledgment Agreement") and a
Subordination, Non-Disturbance and Attornment Agreement
recorded in Book 4251, Page 1092, Guilford County Registry,
("SNDA"); and
WHEREAS, all of TBC's and Citicorp's respective
interests in the Ground Lease, Master Lease, Acknowledgment
Agreement and SNDA were assigned to AFG and SunTrust by
Assignment and Assumption Agreement dated as of April 15,
1999, and recorded in Book 4844, Page 1478, Guilford County
Registry; and
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WHEREAS, AFG and SunTrust have agreed that AFG and
SunTrust will assign all of their respective interests in
the Ground Lease, Memorandum of Ground Lease, Master Lease,
Memorandum of Master Lease, Acknowledgment Agreement and
SNDA to Cone, and AFG, SunTrust and Cone have all agreed
that, upon such assignment, those agreements shall
terminate.
NOW, THEREFORE, for and in consideration of the sum of
Ten Dollars ($10.00) and other good and valuable
considerations, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
AFG and SunTrust hereby assign all of their respective
right, title and interest in the Ground Lease and the
Memorandum of Ground Lease to Cone and such agreements are
hereby terminated and cancelled of record effective the time
and date of the recording of this Agreement in the Guilford
County Registry.
AFG and SunTrust hereby assign all of their respective
right, title and interest in the Master Lease and the
Memorandum of Master Lease to Cone and such agreements are
hereby terminated and cancelled of record effective the time
and date of the recording of this Agreement in the Guilford
County Registry.
AFG and SunTrust hereby assign all of their respective
right, title and interest in the Acknowledgment Agreement
and the SNDA to Cone and such agreements are each terminated
and cancelled of record effective the time and date of the
recording of this Agreement in the Guilford County Registry.
This Assignment also shall convey to Cone any and all of
AFG's and SunTrust's right, title and interest to any
improvements located on the property described on Exhibit
A-1 and Exhibit A-2 hereto.
This Assignment is made without representation or warranty
(expressed or implied) except that AFG represents the
Leasehold Parcel is free and clear of any conveyance,
mortgage, lease, or Lien or any other adverse interest of
any kind created or caused by AFG or TBC or any person
claiming by, through or under AFG or TBC, but not otherwise
(except as consented to by Cone).
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their respective duly authorized officers
as of the day and year first above written.
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ATLANTIC FINANCIAL GROUP, LTD.,
a Texas limited partnership
By: Atlantic Financial Managers, Inc., a
Texas corporation, its authorized
General Partner
By: /s/ Stephen Brackshire
Its: President
(CORPORATE SEAL)
Attest: /s/ Jeffrey Brawner
Its: Secretary
<PAGE>
CONE MILLS CORPORATION, a North Carolina
corporation
By: /s/Gary L. Smith
Its: Executive Vice President and CFO
(CORPORATE SEAL)
Attest: /s/ Neil W. Koonce
Its: Secretary
SUNTRUST BANK, ATLANTA, a Georgia
banking corporation, as Agent
By: /s/ Samuel M. Ballestur
Its: Director
(CORPORATE SEAL)
Attest: /s/ Robert F. Ryan
Its: Vice President
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STATE OF TEXAS
COUNTY OF DALLAS
I, Anne M. Ford, a Notary Public, do hereby certify that
JEFFERY B. BRAWNER personally appeared before me this day
and acknowledged that he is the Secretary of Atlantic
Financial Managers, Inc., a Texas corporation, the General
Partner of Atlantic Financial Group, Ltd., a Texas limited
partnership, and that by authority duly given, and as the
act of the corporation, in its capacity such general
partner, the foregoing instrument was signed in its name by
its President, sealed with its corporate seal, and attested
by him as its Secretary.
WITNESS my hand and official seal this the 30th day of
August, 2000.
/s/ Anne M. Ford
Notary Public, State of Texas
Annie M. Ford
Notary Public
State of Texas
My Commission Expires:
09/17/2002
(NOTARY SEAL/STAMP)
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STATE OF NORTH CAROLINA
COUNTY OF GUILFORD
I, Cheryl G. Hollis, a Notary Public, do hereby certify that
NEIL W. KOONCE personally appeared before me this day and
acknowledged that he is the Secretary of CONE MILLS
CORPORATION, a banking corporation, and that by authority
duly given, and as the act of the corporation, the foregoing
instrument was signed in its name by its Executive Vice
President and Chief Financial Officer, sealed with its
corporate seal, and attested by him as its Secretary.
WITNESS my hand and official seal this the 30th day of
August, 2000.
/s/ Cheryl G. Hollis
Notary Public
My commission expires:
11/17/2003
(NOTARY SEAL/STAMP)
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STATE OF TENNESSEE
COUNTY OF DAVIDSON
I, Adrianna L. Williams, a Notary Public, do hereby
certify that ROBERT F. RYAN personally appeared before me
this day and acknowledged that he is the Vice President of
SUNTRUST BANK, ATLANTA, a banking corporation, and that by
authority duly given, and as the act of the corporation, the
foregoing instrument was signed in its name by its Director,
sealed with its corporate seal, and attested by him as its
Vice President.
WITNESS my hand and official seal this the 25th day of
August, 2000.
/s/ Adriana L. Williams
Notary Public
My commission expires:
01/31/2004
(NOTARY SEAL/STAMP)
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