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<br /> Exhibit C 33
<br /> This Instrument Prepared By:
<br /> L. Philip McClendon, Esquire
<br /> Georgia-Pacific Corporation
<br /> 133 Peachtree Street, N.E.
<br /> Atlanta, Georgia 30303
<br /> LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT
<br /> This Lease Assignment and Assumption Agreement made this
<br /> 4th day of January, 1988, between U.S. Plywood Corporation, a
<br /> Delaware corporation ("Assignor") and Georgia-Pacific Corporation,
<br /> a Georgia corporation ("Assignee") .
<br /> W I T N E S S E T H
<br /> WHEREAS, in a lease dated October 1, 1972, recorded in
<br /> Book 238, Page 2007, Orange County Registry ("Original Lease
<br /> Agreement") , The Industrial Development Corporation in the County
<br /> of Orange, North Carolina leased certain land, buildings,
<br /> machinery and equipment to Valley Forge Corporation, a Georgia
<br /> corporation ("VF") ;
<br /> WHEREAS, in an unrecorded Assignment of Lease, dated
<br /> October 24, 1973, VF assigned all its right, title and interest in
<br /> the Original Lease Agreement .to Lexington Homes, Inc. ("LH") ;
<br /> WHEREAS, the Original Lease Agreement was amended by a
<br /> First Supplemental Lease Agreement, recorded in Book 255, Page
<br /> 1087, Orange County Registry and Second Supplemental Lease
<br /> Agreement which included an assignment, of the lease, as amended,
<br /> from LH and VF to Champion International Corporation, recorded in
<br /> Book 258, Page 1865, Orange County Registry (which hereinafter,
<br /> the Original Lease Agreement and all amendments thereto are
<br /> collectively referred to as the "Lease") ; and
<br /> WHEREAS, in an Assignment of Lease, dated August 28, 1985
<br /> and recorded in Book 537, Page 228, Orange County Registry,
<br /> Champion International Corporation and Champion Warehouse
<br /> Properties, Inc. assigned all its right, title and interest in the
<br /> Lease to Assignor.
<br /> WHEREAS, u. S. PLYWOOD CORPORATION, Assignor herein has
<br /> adopted a Plan of Complete Liquidation, has filed a statement of
<br /> intent to dissolve with the Secretary of State of Delaware, and is
<br /> in the process of winding up its business and affairs;
<br /> WHEREAS, Assignor is a wholly-owned subsidiary of
<br /> GEORGIA-PACIFIC- CORPORATION, Assignee; and
<br /> WHEREAS, The parties desire to liquidate and forever
<br /> discontinue the existence of Assignor as a separate entity and to
<br /> place the assets now standing in the name of the Assignor into the
<br /> name of the Assignee.
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