0000203248-05-000044 Sample Contracts

CONSENT TO ASSIGNMENT AND ASSUMPTION OF LEASE
Assignment and Assumption of Lease • March 17th, 2005 • Southern Union Co • Natural gas distribution

This Consent to Assignment and Assumption of Lease (“Consent”) dated as of March 11, 2005, is made by and among FIFTH AVENUE 58/59 ACQUISITION CO. L.P. (“Landlord”), a Delaware limited partnership, having an address at c/o Macklowe Management Co., Inc., 142 West 57th Street, New York, New York 10019, ACTIVATED COMMUNICATIONS, INC. (“Assignor”), a Delaware corporation, having an address at 767 Fifth Avenue, New York, New York 10019, and SOUTHERN UNION COMPANY (“Assignee”), a Delaware corporation, having an address at One PEI Center, Wilkes-Barre, PA 18711.

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SUBLEASE AGREEMENT BETWEEN SOUTHERN UNION COMPANY, SUBLESSOR AND ACTIVATED COMMUNICATIONS, INC., SUBLESSEE
Sublease Agreement • March 17th, 2005 • Southern Union Co • Natural gas distribution

SUBLEASE AGREEMENT ("Sublease") made as of this 30th day of September, 2004, by and between SOUTHERN UNION COMPANY, a Delaware corporation, with offices at One PEI Center, Wilkes-Barre, PA 18711 ("Sublessor"), and ACTIVATED COMMUNICATIONS, INC., a Delaware corporation, with offices at 767 Fifth Avenue, New York, New York ("Sublessee").

CONSENT TO SUBLEASE
Consent to Sublease • March 17th, 2005 • Southern Union Co • Natural gas distribution • New York

This Consent to Sublease (“Consent”) dated as of March 11, 2005, is made by and among FIFTH AVENUE 58/59 ACQUISITION CO. L.P. (“Landlord”), a Delaware limited partnership, having an address at c/o Macklowe Management Co., Inc., 142 West 57th Street, New York, New York 10019, SOUTHERN UNION COMPANY (“Tenant”), a Delaware corporation, having an address at One PEI Center, Wilkes-Barre, PA 18711 and ACTIVATED COMMUNICATIONS, INC. (“Subtenant”), a Delaware corporation, having an address at 767 Fifth Avenue, New York, New York 10019.

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