Exhibit 10.2
CONSENT TO ASSIGNMENT AND ASSUMPTION OF LEASE
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 57
th 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.
WHEREAS,
by Agreement of Lease (the “
Original Lease ”)
dated as of August 28, 2001 between Trump 767 Fifth Avenue, LLC
(“
Trump ”)
(Landlord’s predecessor-in-interest), as landlord, and
Assignor, as tenant, Trump did demise and let to Assignor, and
Assignor did hire and take from Trump, a portion of the fiftieth
(50
th )
floor in the building known as 767 Fifth Avenue, New York, New York
(the “
Building ”),
said premises being known as Unit 50D, as more particularly
described in the Original Lease (the “
Demised Premises ”);
and
WHEREAS,
by Lease Assignment and Assumption dated September 30, 2004
(“
Assignment and Assumption ”),
Assignor assigned the Lease to Assignee. The Original Lease, as
amended by this Consent, is hereinafter referred to as the
“
Lease ”;
and
WHEREAS,
by this Consent, Tenant has requested Landlord’s consent
to the Assignment and Assumption; and
WHEREAS,
Landlord is willing to execute the Consent, subject to all of
the terms and provisions herein contained.
ACCORDINGLY,
in consideration of the mutual covenants herein contained, the
parties agree as follows:
1.
Landlord hereby consents to the assignment of the Lease by Assignor
to Assignee pursuant to the Assignment and Assumption annexed
hereto as Exhibit A, but subject to the terms and provisions of
this Consent.
2.
Assignor and Assignee acknowledge and agree that the Lease
expiration date is June 30, 2014.
3.
This consent shall not be deemed a consent to the alteration of the
Demised Premises, to the subletting of all or any portion of the
Demised Premises, or to the further assignment of the Lease.
Pursuant to the Lease, Landlord’s consent in writing must be
obtained prior to any further assignment of the Lease and prior to
any alteration or subletting of the Demised Premises.
4.
Assignee hereby assumes all of the obligations of Assignor arising
under the Lease from and after the Commencement Date of the Lease
and agrees to be bound by and to perform all of the terms,
covenants, agreements, provisions, and conditions of the Lease on
Assignor’s part to be performed or observed from and after
the Commencement Date of the Lease.
5.
This Consent, the occupancy of the Demised Premises by Assignee,
the assumption of Assignor’s obligations by Assignee, and the
acceptance of rent by Landlord from Assignee shall not be deemed to
be a waiver or release of any of the obligations of Assignor under
the Lease.
6.
The liability of Assignor under the Lease, and the due performance
by Assignor of the obligations on its part to be performed under
the Lease, shall not be discharged, released or impaired in any
respect by an agreement or stipulation made by Landlord or any
grantee or assignee of Landlord, by way of mort
