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34 <br /> T EASE ASSIGNMENT AND ASSUMPTION AGREEMENT <br /> THIS TEASE ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Lease <br /> Assignment Agreement") is made as of 11:59 p.m. on December 31, 2000, by and between <br /> BUILDERS FIRSTSOURCE - ATLANTIC GROUP, INC., a Delaware corporation <br /> ("Assignor"), and BUILDERS FIRSTSOURCE OF RALEIGH, INC., a North Carolina <br /> corporation ("Assignee"). <br /> Recitals of Fact <br /> A. Assignor is the present tenant under that certain Lease Agreement (the "Lease") <br /> dated June 3, 1997 by and between Builders' Supply & Lumber Company, Inc., a Michigan <br /> corporation ("Old BSL"), (the assets and obligations relating to Old BSL's Hillsborough, North <br /> Carolina operations were purchased and assumed, as applicable, by Assignor pursuant to the <br /> Asset Purchase Agreement dated as of February 6, 1998 and the Lease Assignment and <br /> Assumption Agreement dated as of March 20, 1998, both among Assignor, Old BSL and Pulte <br /> Home Corporation, a Michigan corporation) relating to the premises (the "Premises") described <br /> in the Lease, namely, certain premises located at 401 Valley Forge Road, Hillsborough, North <br /> Carolina. The Lease is incorporated herein by this reference as though fully set forth herein. <br /> B. Assignor desires to assign to Assignee and Assignee desires to accept an <br /> assignment from Assignor of the leasehold interest and other rights created under the Leases, <br /> effective as of the date of this Lease Assignment Agreement. <br /> Agreement <br /> IN CONSIDERATION of the sum of Ten Dollars ($10) and for other good and valuable <br /> consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto <br /> agree as follows: <br /> 1. Assignment. Effective as of the date hereof, Assignor hereby assigns, transfers, <br /> sets over and conveys to Assignee, its successors and assigns, all of Assignor's right, title and <br /> interest in and to (a) the Lease; (b) the Premises; and (c) all incidental and appurtenant rights <br /> which Assignor may have or possess in connection with the Lease and the Premises. <br /> 2. Assumption. Effective as of the date hereof, Assignee hereby fully and <br /> completely assumes each and every obligation of Assignor which is to be perfoiined as of or <br /> after the date hereof, as (a) tenant under the Lease and (b) the holder of any of the rights and <br /> interests transferred in Section 1 above. Assignee agrees that Assignee shall fully pay, perform, <br /> and observe all of such obligations on and after the date hereof. <br /> 3. Governing Law. This Lease Assignment Agreement shall be governed by the <br /> laws of the State of North Carolina, other than the conflicts of law provisions thereof. <br /> 4. Amendments. This Lease Assignment Agreement may not be amended except by <br /> a document signed by all parties hereto. <br />