8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2005

SOUTHERN UNION COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-6407	75-0571592
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One PEI Center	18711
Wilkes-Barre, Pennsylvania (Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (570) 820-2400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINATIVE AGREEMENT

As previously disclosed, Southern Union Company (“the Company”), since 1993, has maintained executive offices in New York City for its Chairman and Vice Chairman, and for use by other Company executives, directors and representatives when conducting business there. Until October 1, 2004 the space the Company occupied was leased by Activated Communications, Inc. (“Activated”), an entity owned by Chairman Lindemann and members of his family. From 1993 until October of 2004, the Company reimbursed Activated in accordance with a cost sharing arrangement approved by disinterested directors in 1993 (the “Cost Sharing Arrangement”). The Company’s payments to Activated for the periods July through September 2004 and fiscal years ended June 30, 2004 and 2003 for reimbursement of lease related expenses were $245,766, $713,000 and $690,000, respectively, which were calculated pursuant to the Cost Sharing Arrangement. During fiscal year 2003, the Company renovated the office space and during the renovation period, the Company leased temporary space at a cost of $313,000 for shared use by Company personnel and representatives, and other non-Company personnel who maintain offices in the leased space, including director Adam Lindemann and persons employed by him or businesses he controls.

In 2004, the Audit Committee of the Company’s Board of Directors reevaluated the Cost Sharing Arrangement and determined that it is in the Company’s best interest to maintain a presence in New York City and to formalize the relationship between the Company and Activated. Based on such reevaluation, the Company agreed to assume the lease from Activated and to enter into a sublease arrangement with Activated. The sublease arrangement was memorialized in a sublease agreement (“Sublease”) that became effective on the later of October 1, 2005 or the date on which consent for the assignment of the lease to the Company was obtained from the owner. Consent of the owner of the building by and through its agent was obtained on March 11, 2005. Nevertheless, both Activated and Southern Union have operated as though the Sublease was in effect as of October 1, 2004. The Sublease requires payments in advance from Activated with the payment based on the direct space utilized by Activated and a portion of certain common area office space. Activated paid the Company $67,400 for lease related expenses incurred under the sublease, from October 1, 2004 through December 31, 2004.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

   (c) Exhibits

Exhibit No.Exhibit

10.1	Sublease Agrement Between Southern Union Company, Subleassor and Activated Communications, Inc., Subleasee, effective March 11, 2005
10.2	Consent to Assignment and Assumption of Lease, dated as of March 11, 2005
10.3	Consent to Sublease, dated as of March 11, 2005

This release and other reports and statements issued or made from time to time contain certain forward-looking statements that are based on current expectations, estimates and projections about the industry in which the Company operates, management’s beliefs and assumptions made by management. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are outside the Company’s control. Therefore, actual results, performance and achievements may differ materially from what is expressed or forecasted in such forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to put undue reliance on such forward-looking statements. Stockholders may review the Company’s reports filed in the future with the Securities and Exchange Commission for more current descriptions of developments that could cause actual results to differ materially from such forward-looking statements.

Factors that could cause actual results to differ materially from those expressed in our forward-looking statements include, but are not limited to: cost of gas; gas sales volumes; gas throughput volumes and available sources of natural gas; discounting of transportation rates due to competition; customer growth; abnormal weather conditions in Southern Union’s service territories; impact of relations with labor unions of bargaining-unit employees; the receipt of timely and adequate rate relief and the impact of future rate cases or regulatory rulings; the outcome of pending and future litigation; the speed and degree to which competition is introduced to Southern Union’s gas distribution business; new legislation and government regulations and proceedings affecting or involving Southern Union; unanticipated environmental liabilities; ability to comply with or to challenge successfully existing or new environmental regulations; changes in business strategy and the success of new business ventures, including the risks that the business acquired and any other businesses or investments that Southern Union has acquired or may acquire may not be successfully integrated with the business of Southern Union; exposure to customer concentration with a significant portion of revenues realized from a relatively small number of customers and any credit risks associated with the financial position of those customers; factors affecting operations such as maintenance or repairs, environmental incidents or gas pipeline system constraints; Southern Union’s, or any of its subsidiaries, debt securities ratings; the economic climate and growth in the energy industry and service territories and competitive conditions of energy markets in general; inflationary trends; changes in gas or other energy market commodity prices and interest rates; the current market conditions causing more customer contracts to be of shorter duration, which may increase revenue volatility; the possibility of war or terrorist attacks; the nature and impact of any extraordinary transactions such as any acquisition or divestiture of a business unit or any assets.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		SOUTHERN UNION COMPANY
		(Registrant)
Date:  March 17, 2005	By	/s/ DAVID J. KVAPIL
		David J. Kvapil
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.Exhibit

10.1	Sublease Agrement Between Southern Union Company, Subleassor and Activated Communications, Inc., Subleasee, effective March 11, 2005
10.2	Consent to Assignment and Assumption of Lease, dated as of March 11, 2005
10.3	Consent to Sublease, dated as of March 11, 2005

.

EX-10.1

                     Exhibit 10.1

SUBLEASE AGREEMENT

BETWEEN

SOUTHERN UNION COMPANY, SUBLESSOR

AND

ACTIVATED COMMUNICATIONS, INC., SUBLESSEE

Building Address: 767 Fifth Avenue

                                       New York, New York

SUBLEASE AGREEMENT

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").

WITNESSETH:

WHEREAS, pursuant to a lease dated August 28, 2001 ("Prime Lease") between Trump 767 Fifth Avenue, LLC, as Landlord (“Landlord”), and Sublessee, as Tenant, Landlord leased to Sublessee certain space located on the 50^th floor ("Premises"), in the building located at 767 Fifth Avenue, New York, New York ("Building");

WHEREAS, the Chairman and majority shareholder of Sublessor, together with other family members, own the majority of the outstanding shares of the Sublessee;

WHEREAS, pursuant to a Lease Assignment and Assumption Agreement, dated as of September 30, 2004, between Sublessee and Sublessor, Sublessee assigned all of its right, title and interest in the Prime Lease to Sublessor (the “Assignment”);

WHEREAS, the Assignment and this Sublease have been authorized by the Audit Committee of the Sublessor’s Board of Directors;

WHEREAS, Sublessor desires to sublease to Sublessee and Sublessee desires to sublease from Sublessor a portion of the Premises, located on the 50^th Floor and shown outlined on the Floor Plan annexed hereto as Exhibit A and made a part hereof ("Subleased Premises"), on the terms, covenants and conditions hereinafter provided.

NOW, THEREFORE, Sublessor and Sublessee covenant and agree as follows:

1.Sublease

Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor, the Subleased Premises.

2.Term

The term ("Term") of this Sublease shall commence on the later to occur of (i) October 1, 2004 or (ii) the day of the receipt of Landlord’s written consent to this Sublease pursuant to Section 18 hereof ("Commencement Date") and shall expire on June 29, 2014 ("Expiration Date"), unless sooner terminated pursuant to any provision set forth herein or in the Prime Lease. Base Rent

3.Base Rent

Sublessee shall pay Sublessor, as rent for the Subleased Premises, commencing on the Commencement Date and ending on the Expiration Date, the annual sums set forth on Schedule “A” attached hereto ("Base Rent"), in equal monthly installments, in advance on the first day of each month, without setoff or deduction whatsoever, except that Sublessee shall pay the first monthly installment on the execution hereof (the rental payment for the first month following the Commencement Date shall be proportionately adjusted if the Commencement Date is other than on the first of the month).

4.Additional Rent

In addition to the Base Rent under paragraph 3 above, Sublessee shall pay Sublessor, as additional rent, within thirty (30) days of demand, without any set-off, abatement or reduction whatsoever, set percentage of all Additional Rent (as such term is defined in the Prime Lease) arising during the Term and paid by Sublessor to the Landlord) set forth on Schedule “B” attached hereto (“additional rent” and together with the Base Rent, “Rent”)”.

5.Rent Payments

All Base Rent, additional rent and other charges payable by Sublessee to Sublessor shall be forwarded to:

Southern Union Company

One PEI Center

Wilkes-Barre, PA 18711

Attn: Controller

6. Late Charges

In the event that Sublessee shall fail to pay Base Rent or any additional rent within ten (10) days after its due date, Sublessee shall pay an automatic late charge to Sublessor of $.05 for each dollar overdue.

7. Use

Sublessee shall use and occupy the Subleased Premises solely for the purposes permitted under, and in a manner consistent with, the provisions of the Prime Lease.

8. Condition of Subleased Premises

Sublessee is hiring the Subleased Premises in "as is" condition. In making and executing this Sublease, Sublessee has not relied upon or been induced by any statements or representations of Sublessor with respect to the physical condition of the Subleased Premises.

9.Subordination

Sublessor and Sublessee agree that this Sublease is subject and subordinate to all of the terms, covenants and conditions of the Prime Lease, and to the matters to which the Prime Lease is subordinate.

10.Incorporation of Prime Lease Terms

The terms, covenants and conditions contained in the Prime Lease are hereby incorporated herein and shall, as between Sublessor and Sublessee, constitute the terms, covenants and conditions of this Sublease, except to the extent otherwise set forth in this Sublease. As between the parties hereto, Sublessor agrees to observe and perform the terms, covenants and conditions on its part to be observed and performed hereunder and Sublessee agrees to be bound by the provisions of the Prime Lease and to keep, observe and perform the terms, covenants and conditions on its part to be kept, observed and performed hereunder as well as the terms, covenants and conditions to be observed and performed by Sublessor as Tenant under the Prime Lease with respect to the Subleased Premises. The remedies of the parties, as Sublessor and Sublessee hereunder, shall be the same as the respective remedies of the Landlord and the Tenant under the Prime Lease with respect to the Subleased Premises. Sublessee shall in no case have any rights with respect to the Subleased Premises greater than Sublessor's rights as Tenant under the Prime Lease.

Unless, specifically provided for on Schedule “C”, attached hereto, or to the extent inconsistent with this Sublease, all of the terms, covenants, conditions and provisions in the Prime Lease are hereby incorporated in, and made a part of this Sublease and such rights and obligations as are contained in the Prime Lease are hereby imposed upon the respective parties hereto to the extent the same relate to the Subleased Premises and Sublessee's use of the Subleased Premises; this Sublease being substituted for the term "Lease" set forth in the Prime Lease and the Sublessee herein being substituted for the Tenant named in the Prime Lease, the Sublessor being substituted for the Landlord named in the Prime Lease and the “Commencement Date” as defined herein being substituted for the “Commencement Date” as defined in the Prime Lease; provided, however, that the Sublessor herein shall not be liable for any defaults by, or obligations of, Landlord except as specifically set forth herein and any reference to "Landlord" in the Prime Lease with respect to the furnishing of services, utilities, repairs and facilities shall be deemed to refer to Landlord rather than Sublessor. Notwithstanding the foregoing, to the extent of any conflict between the Prime Lease and this Sublease, this Sublease shall, as between Sublessor and Sublessee, control.

11.Indemnification

Sublessee shall not do or permit to be done any act or thing in or with respect to the Subleased Premises which will constitute a breach or violation of any of the terms, covenants or conditions of the Prime Lease which pertain to the Subleased Premises. Sublessee shall indemnify, defend and hold Sublessor harmless from and against all claims, losses, costs, expenses (including reasonable attorneys’ fees), damages and liability, which Sublessor may pay or incur by reason of (i) any breach or default by Sublessee under this Sublease or under Landlord's Consent to Sublease, (ii) any work done in or to the Subleased Premises by Sublessee or its servants, employees or contractors, and (iii) any negligent act or omission or other fault on the part of Sublessee or its servants, employees, agents, contractors, invitees or licensees relating to the Subleased Premises, except to the extent caused by Sublessor or its officers, directors, stockholders, representatives, agents, employees, contractors or invitees.

In the event of a material default by Sublessor under the Prime Lease which could cause a termination under the Prime Lease (assuming Sublessee is not in material default under this Sublease), Sublessor shall remedy such default in the manner and within the time period set forth in the Lease.

12.Liability Insurance

At all times during the Term, at its own cost and expense, Sublessee shall provide and keep in force for the benefit of Sublessee, Sublessor and Landlord, comprehensive general liability insurance against claims for bodily injury, death or property damage occurring in or about the Subleased Premises, with terms and limits as specified in the Prime Lease. Said insurance shall include Sublessee, as insured, and Sublessor and Landlord, as additional insureds. A Certificate of such insurance shall be delivered to Sublessor promptly after the signing of this Sublease. Said policy shall contain a provision whereby the same cannot be materially changed or canceled unless Sublessor and Landlord are given at least thirty (30) days’ prior written notice of such material change or cancellation. Sublessee shall obtain and pay for renewals of such insurance from time to time at least thirty (30) days before the expiration thereof, and Sublessee shall promptly deliver certificates thereof to Sublessor. Any insurance required to be provided by Sublessee pursuant to this Sublease may be provided by blanket insurance covering the Subleased Premises and other properties of Sublessee upon condition that (i) the amount of the insurance allocated to the Subleased Premises shall be such as to furnish in protection the equivalent of separate insurance in the amounts herein provided, (ii) such blanket insurance complies with all of the other requirements of this Sublease and the Prime Lease and is acceptable to Sublessor and Landlord, and (iii) certificates of such insurance are delivered to Sublessor and Landlord. Sublessee shall obtain and pay for insurance on its equipment, furnishings, furniture and other personal property in the Subleased Premises.

13. Restriction on Assignments, etc.

Sublessee shall not, by operation of law or otherwise, assign, mortgage, pledge or encumber this Sublease, or underlet or suffer or permit all or any part of the Subleased Premises to be used or occupied by others, without the prior written consent of Landlord (to the extent and in the manner required under the Prime Lease and Landlord's Consent to Sublease) and Sublessor in each instance. Sublessor’s consent to an assignment or sublet shall not be unreasonably withheld.

14.Alterations

Sublessee shall not perform any additions, alterations and improvements to the Subleased Premises, or any part thereof, without the prior written consent of Landlord (to the extent and in the manner required under the Prime Lease) and Sublessor (not to be unreasonably withheld).

15. Landlord's Consent

Except as otherwise specifically provided herein, whenever in this Sublease, Sublessee is required to obtain Sublessor's consent or approval, Sublessee understands that Sublessor may be required by the terms of the Prime Lease to first obtain the consent or approval of Landlord. If Landlord should refuse such consent or approval and if such consent is required under the Prime Lease, Sublessor shall be released of any obligation to grant its consent or approval whether or not Landlords’ refusal, in Sublessee's opinion is arbitrary or unreasonable or improper under the Prime Lease. Sublessee agrees that Sublessor shall not be required to dispute any determinations or other assertions or claims of Landlord regarding the obligations of Sublessor under the Prime Lease for which Sublessee is or may be responsible under the terms of this Sublease. Should Sublessor elect not to dispute any such determinations, assertions or claims by Landlord, Sublessor hereby grants Sublessee such right as Sublessor would have had to dispute the same in its own name, without Sublessor's consent, and the right to resolve such disputes to its own satisfaction, provided that Sublessee shall bear any and all costs and expenses of any such dispute and/or settlement and shall indemnify, defend and hold Sublessor harmless from and against all liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, which Sublessor shall suffer or incur by reason of such action and provided further that Sublessor shall not be bound without its consent (not to be unreasonably withheld) by any settlement, agreement or resolution reached by Sublessee and Landlord in regard to any such dispute, or by any decree, judgment or penalty resulting therefrom.

16. Notices

Any notice, demand, bill, invoice, statement or communication which either Sublessor or Sublessee may desire or be required to give to the other in connection with this Sublease shall be in writing and shall be deemed to have been sufficiently given if made in person or if sent by (i) First Class Mail, (ii) by personal delivery, or (iii) a nationally recognized overnight courier, such as Airborne Express, Federal Express or United Parcel, to such other party at the following addresses:

To Landlord:Trump 767 Fifth Avenue LLC

725 Fifth Avenue

New York, New York 10022

To Sublessor:Southern Union Company

One PEI Center

Wilkes-Barre, PA 18711

Attn: Office of General Counsel

To Sublessee:Activated Communications, Inc.

767 Fifth Avenue

New York, New York 10022

Each such bill, invoice, statement, notice or communication shall be deemed to have been delivered on the date when the original of same is received.

17. Services

Sublessee shall be entitled to receive all of the services pertaining to the Subleased Premises which Sublessor is entitled to receive under the Prime Lease. Sublessee recognizes that such services are to be supplied by Landlord and not by Sublessor. In the event that Landlord shall fail to supply such services or shall refuse to comply with any of the provisions of the Prime Lease insofar as they affect Sublessee's occupancy of the Subleased Premises, Sublessor shall, at the written request of Sublessee, request Landlord to so comply and if Landlord shall fail or refuse to do so, then to the extent permitted by the terms of the Prime Lease, Sublessee shall have the right to exercise, in its own name and in the name of Sublessor, all of the rights to enforce performance on the part of Landlord as are available to Sublessor, provided that the same shall be without cost, expense or liability to Sublessor and Sublessee shall indemnify, defend and hold Sublessor harmless in accordance with Section 21 herein. 18. Landlord's Approval

This Sublease is subject to the approval of Landlord and shall have no effect until Landlord shall have given its written consent to this Sublease. Sublessor shall use its good faith efforts to obtain such consent. If Landlord’s consent (and the consent of any Superior Lessee or Superior Mortgagee whose consent is required) is not received within [one hundred twenty (120)] days from the date hereof, Sublessee or Sublessor may terminate this Sublease by notice to the other. If Landlord shall refuse to consent to this Sublease, Sublessor shall not be obligated to take any legal action or otherwise expend any funds to obtain such consent, and this Sublease shall be deemed null and void and of no force and effect.

18. Brokerage

Sublessee warrants and represents to Sublessor that in connection with this Sublease, Sublessee has dealt with no brokers and Sublessee shall indemnify, defend and hold Sublessor harmless (including the payment of attorney's fees) from any claim of any broker that Sublessee had dealings with concerning this Sublease or from any claim by Landlord relating to any breach of the foregoing representation and warranty.

19. Surrender of Subleased Premises; Holding Over

(a)Upon the Expiration Date or any sooner termination date of this Sublease, Sublessee covenants to deliver up and surrender possession of the Subleased Premises to Sublessor in the condition in which they were delivered to Sublessee by Sublessor, normal wear and tear excepted.

(b)Upon the failure of Sublessee to surrender possession of the Subleased Premises to Sublessor upon the Expiration Date or any sooner termination date of this Sublease, Sublessee shall pay to Sublessor an amount equal to 150% of the then current Base Rent and Additional Rent required to be paid by Sublessee under this Sublease, applied to any period in which Sublessee shall remain in possession after the Expiration Date or sooner termination date of this Sublease. Acceptance by Sublessor of Base Rent after the Expiration Date or earlier termination date shall not constitute a consent to a holdover hereunder or result in a renewal. The foregoing provisions of this paragraph are in addition to and do not affect Sublessor's right of reentry or any other rights of Sublessor hereunder or otherwise provided by law.

20.Repairs; Services

In addition to Section 17 hereof, Sublessee acknowledges that all services, repairs, maintenance, restorations, equipment and access to and for the Subleased Premises and the Building to be provided or performed by the Landlord under the Prime Lease and any insurance coverage of the Building or indemnification obligation of Landlord, will in fact be provided by Landlord and Sublessor shall have no obligation during the term of this Sublease to provide any such services, repairs, restorations, equipment, access, insurance or indemnification. Sublessee agrees to look solely to Landlord for the furnishing of such services, repairs, restorations, equipment, access, insurance and indemnification with respect to the Subleased Premises. Sublessor shall in no event be liable to Sublessee nor shall the obligations of Sublessee hereunder be impaired or the performance thereof excused because of any failure or delay on Landlord's part in furnishing such services, repairs, restorations, equipment, access, insurance or indemnification. If Landlord shall default in any of its obligations to Sublessor with respect to the Building or Subleased Premises, Sublessee shall be entitled to participate with Sublessor in the enforcement of Sublessor's rights against Landlord, but Sublessor shall have no obligation to bring any legal action or proceeding to enforce Sublessor's rights against Landlord. If, after written request from Sublessee, Sublessor shall fail or refuse to take appropriate action for the enforcement of Sublessor's rights against Landlord with respect to the Subleased Premises within a reasonable period of time considering the nature of Landlord's default, Sublessee shall have the right to take such action in its own name and for that purpose and only to such extent in accordance with the terms of this Sublease, all of the rights of Sublessor under the Prime Lease hereby are conferred upon and assigned to Sublessee and Sublessee hereby is subrogated to such right to the extent that the same shall apply to the Subleased Premises. If any such action against Landlord in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessee may take such action in Sublessor's name, provided that Sublessee hereby agrees that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, loss, damage or expense, including, with limitation, reasonable attorneys’ fees, which Sublessor shall suffer or incur by reason of such action.

21. Leasehold Improvements

Notwithstanding the Assignment and anything to the contrary set forth herein, Sublessee shall retain all right, title and interest in all leasehold improvements, furniture and equipment (including all depreciation and other tax related aspects thereof) that were directly or indirectly purchased or otherwise funded by the Sublessee, to the extent permitted by the Prime Lease.

22. Miscellaneous

(a) This Sublease shall be binding upon and inure to the benefit of Sublessor and Sublessee and their respective successors and permitted assigns.

(b) If the Prime Lease shall be terminated for any reason, other than Sublessor's default under the Prime Lease, during the term hereof, then and in that event, this Sublease shall thereupon automatically terminate and Sublessor shall have no liability to Sublessee by reason thereof, and Sublessee shall succeed to Sublessor's rights relating to an improper termination by Landlord in connection with the Subleased Premises.

(c)This Sublease constitutes the entire agreement between the parties and all representations and understandings relating to the subject matter hereof have been merged herein.

(d)This Sublease may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, charge, modification or discharge is sought.

(e)This Sublease may be executed in one or more counterparts, all of which taken together shall constitute a single agreement.

8

IN WITNESS WHEREOF, this Sublease has been executed as of the day and year first above written.

SUBLESSOR:

SOUTHERN UNION COMPANY

By:  /s/ George L. Lindemann

Name: George L. Lindemann

Title: Chairman & CEO

SUBLESSEE:

ACTIVATED COMMUNICATIONS, INC.

By: /s/ M. Schiehle

Name: M. Schiehle

Title: Corporate Secretary

EX-10.2

                    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 mortgage or otherwise, extending the time of, or modifying or amending any of the obligations contained in the Lease, or by any waiver or failure of Landlord to enforce any of the obligations on Assignor’s part to be performed under the Lease. If any such agreement or modification operates to increase the obligations of Assignee, or any of its successors or permitted assigns, under the Lease, the liability of Assignor or any of its successors in interest (unless such party shall have expressly consented in writing to such agreement or modification) shall continue to be no greater than if such agreement or modification had not been made. To charge Assignor and its successors in interest, no demand or notice of any default shall be required. Assignor for itself and each of its successors in interest hereby expressly waive any such demand or notice.

7.Assignor represents that, as of the date hereof, all of the obligations of Landlord under the Lease have been complied with and performed by Landlord and any payments required to be made by Landlord to Assignor under the Lease have been made.

8.Assignee and Assignor each represents and warrants to Landlord that (a) the information supplied to Landlord by each of Assignee and Assignor in connection with obtaining this Consent (including, but not limited to, all summaries, financial statements, notices, and other documents) is true and complete; (b) no consideration has been or will be paid by Assignee for or in connection with the assignment of the Lease or the sale of any furniture, furnishings, fixtures, or improvements in the Demised Premises that has not been disclosed in the Assignment and Assumption; and (c) Exhibit A is a complete and correct copy of the Assignment and Assumption and that there are no other agreements between them relating to the Assignment and Assumption, or the use or occupancy of the Demised Premises or the furniture, furnishings fixtures, or improvements therein. The representations and warranties contained in this paragraph shall be deemed incorporated in the Lease and the inaccuracy of any of such representations and warranties shall constitute a default under the Lease entitling Landlord to exercise any or all of the remedies for default provided in the Lease or otherwise available at law or in equity, provided, however, that each of Assignor and Assignee shall be responsible only for its own misstatements under clause (a) above.

9.Any notice, demand, consent, approval, disapproval, or statement (collectively, “Notices”) given under the Lease or under this Consent shall be given in accordance with the terms of Article 31 of the Lease, except that such Notices, if given to Landlord, shall be addressed to Landlord c/o Macklowe Management Co., Inc., Attn.: William S. Macklowe, 142 West 57^th Street, New York, New York 10019 with a copy to Macklowe Management Co., Inc., Attn.: Jason Grebin, Esq., 142 West 57^th Street, New York, New York 10019, and if given to Assignor, shall be addressed to Assignor only at its address first above set forth in this Consent and, if given to Assignee, shall be addressed to Assignee at its address first set forth in this Consent. Landlord, Assignor and Assignee each may designate a different address for Notices to it in a Notice given to the other parties under this Paragraph. This Consent shall not be effective until executed by each of Landlord, Assignee and Assignor.

10.This Consent shall be governed and construed in accordance with New York Law without regard to conflicts of law rules.

11.Landlord and Assignor confirm to Assignee that the Lease is in full force and effect. Neither Landlord, Assignor nor Assignee is aware of any existing default by the other under the Lease, nor of any event that would, after notice and/or the passage of time, constitute a default by the other.

12.Assignor covenants to deliver to Landlord, contemporaneously with the delivery of this Consent to Landlord, a check, subject to collection, made payable to the order of Landlord, in the sum of $2,500.00, representing legal fees incurred by Landlord in connection with the granting of this Consent. At Landlord's option, the validity and enforceability of this Consent is expressly conditioned upon Assignor delivering said check and the collection thereof.

IN WITNESS WHEREOF, this Consent has been executed as of the day and year first above written.

          FIFTH AVENUE 58/59 ACQUISITION CO. L.P.

           By: Fifth Avenue 58/59 Acquisition Co. GP Corp.

By:	/s/ William S. Macklowe
	William S. Macklowe, Vice President

           ACTIVATED COMMUNICATIONS, INC., Assignor

By:	/s/ M. Schiehle
Name:	M. Schiehle
Date:	March 11, 2005

           SOUTHERN UNION COMPANY, Assignee

By:	/s/ George L. Lindemann
Name:	George L. Lindemann
Date:	March 11, 2005

EX-10.3

                        Exhibit 10.3

CONSENT TO SUBLEASE

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 57^th 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.

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 Subtenant, as tenant, Trump did demise and let to Subtenant, and Subtenant 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”), Subtenant assigned the Lease to Tenant; and

WHEREAS, by Consent to Assignment and Assumption of Lease dated February 1, 2005 (“Consent to Assignment and Assumption”), Landlord consented to the Assignment and Assumption; and

WHEREAS, Tenant has requested that Landlord consent to the subletting by Tenant to Subtenant, pursuant to a sublease dated as of September 30, 2004 (the “Sublease”), a copy of which is attached hereto as Exhibit A and made a part hereof, of certain space described in the Sublease (the “Sublet Space”), which Sublet Space constitutes the entire Demised Premises described in the Lease, for a term to commence on the date specified therefore in the Sublease and to end, unless sooner terminated, on June 29, 2014. The Original Lease, as amended by the Consent to Assignment and Assumption and this Consent, is hereinafter referred to as the “Lease”.

1.Landlord hereby consents to the subletting by Tenant to Subtenant pursuant to the Sublease, such consent being subject to and upon the following terms and conditions, to each of which Tenant, Subtenant and Landlord hereby expressly agree.

2.Nothing contained in this Agreement shall operate as a consent or approval or ratification by Landlord to or of any of the provisions of the Sublease or as a representation or warranty by Landlord, and, except as may be expressly provided herein, Landlord shall not be bound or estopped in any way by the provisions of the Sublease. In case of any conflict between the provisions of this Agreement and the provisions of the Sublease, the provisions of this Agreement shall prevail unaffected by the Sublease.

3.Nothing contained in this Agreement shall be construed to (i) modify, waive, impair or affect any of the provisions, covenants, agreements, terms or conditions contained in the Lease, (ii) waive any present or future breach or default under the Lease or any rights of Landlord against any person, firm, association or corporation liable or responsible for the performance of the Lease, or (iii) enlarge or increase Landlord's obligations or Tenant's or Subtenant's rights under the Lease or otherwise; and all provisions, covenants, agreements, terms and conditions of the Lease are hereby declared by Tenant and Subtenant to be in full force and effect. Tenant and Subtenant shall be and remain liable and responsible for the due keeping, and full performance and observance, of all of the provisions, covenants, agreements, terms and conditions set forth in the Lease on the part of the tenant thereunder to be kept, performed and observed, as the same relate to the Sublet Space, including, without limitation, with respect to Tenant, the payment of the Fixed Rent and Additional Charges (as such terms are defined in the Lease), together with all other sums payable by the tenant under the Lease; provided, however, this sentence shall in no way be construed as releasing Tenant from or altering any of its obligations under the Lease. In case of any conflict between the provisions of this Agreement and the provisions of the Lease, the provisions of the Lease shall prevail unaffected by this Agreement.

4.Landlord's consent under this Agreement is not assignable or transferable in connection with any further or other subletting by Tenant or Subtenant.

5.The Sublease is, and shall be, subject and subordinate at all times to the Lease and to all of the provisions of the Lease (including, but not limited to, the Rules and Regulations which are a part thereof), and Tenant and Subtenant shall not do, permit or suffer anything to be done in, or in connection with Subtenant's use or occupancy of, the Sublet Space which would violate any of said provisions. In case of any conflict between the provisions of the Lease and the provisions of the Sublease, the provisions of the Lease shall prevail unaffected by the Sublease.

6.Neither the Sublease nor Landlord's consent under this Agreement shall release or discharge Tenant from any liability or obligation under the Lease, and Tenant shall remain liable and responsible for the full performance and observance of all of the provisions of the Lease on the part of the tenant under the Lease to be performed or observed with the same force and effect as though no sublet had been made pursuant to the terms of the Lease. Any breach or violation of any provision of the Lease (whether by act or by omission) by Subtenant shall be deemed to be, and shall constitute, a default by Tenant in fulfilling such provision, and, in such event, Landlord may exercise its rights and remedies under the Lease in the case of such a default.

7.Landlord's consent under this Agreement is not, and shall not be construed as a consent by Landlord to any assignment, reassignment, further or other subletting, or other transfer by Tenant or Subtenant. The Sublease shall not be assigned, reassigned, transferred, surrendered, renewed or extended, nor shall the Demised Premises or the Sublet Space or any part of either be sublet or sub-sublet, without the prior written consent of Landlord thereto in each instance. In the event that the Sublease is assigned, Subtenant and all future tenants under the Sublease shall be jointly and severally liable for the full performance of the terms and conditions of this Agreement. If Subtenant is a corporation, partnership or other entity, the prohibition on assigning the Sublease shall be deemed breached if there occurs (i) a transfer of any stock of, partnership interest of, or other beneficial ownership interest in Subtenant (however accomplished, whether in a single transaction or in a series of related or unrelated transactions); (ii) a transfer by operation of law or otherwise, of Subtenant's interest in the Sublease; and/or (iii) any increase in the amount of issued and/or outstanding shares of capital stock of Subtenant (or partnership interests of Subtenant) and/or the creation of one or more additional classes of capital stock of Subtenant (or partnership interests of Subtenant) (however accomplished, whether in a single transaction or in a series of related or unrelated transactions), with the result that the beneficial and record ownership in and to Subtenant shall no longer be identically held in the same proportion by the beneficial and record owners of the capital stock of Subtenant (or partnership interests in the case of a partnership) as of the date Subtenant executed the Sublease.

8.Subject to all of the provisions, covenants, agreements, terms and conditions of the Lease, the Sublet Space shall be used solely as specified in Article 2 of the Lease and for no other purpose.

9.In addition to the obligations set forth in Paragraph 2 hereof, and in no way limiting the same, Tenant and Subtenant shall be jointly and severally liable for all bills rendered by Landlord for charges incurred by or imposed upon Subtenant for services rendered and materials supplied to the Sublet Space by Landlord whether requested by Tenant and/or Subtenant. Nothing in this Paragraph shall require Landlord to respond to, or comply with, any requests for services or materials made by Subtenant. Landlord's decision with respect to any such request shall be in its sole discretion.

10.(a)Tenant and Subtenant represent and warrant to Landlord that the copy of the Sublease attached hereto is a true and correct copy thereof and that the Sublease has not been amended, changed or modified. Notwithstanding anything to the contrary contained in the Lease or the Sublease, Tenant and Subtenant shall not, without the prior written consent of Landlord in each instance, execute any amendment, change or modification of the Sublease.

(b)Tenant represents that, as of the date hereof, all of the obligations of Landlord under the Lease have been complied with and performed by Landlord and any payments required to be made by Landlord to Tenant under the Lease have been made.

(c)Tenant and Subtenant each, as to themselves only, represent and warrant to Landlord that the information supplied to Landlord by the representing party in connection obtaining Landlord's consent pursuant to this Agreement (including, without limitation, all summaries, financial statements, notices, and other documents) is true and complete and that no consideration has been or will be paid by Subtenant for or in connection with the Sublease or the sale of any furniture, furnishings, fixtures or improvements in the Sublet Space that has not been disclosed in the Sublease. Also, Tenant and Subtenant each represents and warrants to Landlord that, other than the Sublease, there are no other agreements (written or oral) between them relating to the Sublease, or the use or occupancy of the Sublet Space or the furniture, furnishings, fixtures, or improvements therein.

(d) The representations and warranties by Tenant contained in this Paragraph shall be deemed incorporated in the Lease and the inaccuracy of any of such representations and warranties, and any representations and warranties by Subtenant herein, shall constitute a default under the Lease, entitling Landlord to exercise any or all of the remedies for default provided therein or otherwise available at law or in equity.

11.Upon the expiration or termination of the term of the Lease during the term of the Sublease by reason of condemnation or eminent domain or destruction by fire or other cause, or if the Lease expires or is terminated for any other reason or is surrendered by Tenant to Landlord, then the Sublease and its term shall, at Landlord’s option, expire and come to an end as of the effective date of such expiration, termination or surrender and Subtenant shall vacate the Sublet Space on or before such date. If Subtenant does not so vacate, Landlord shall be entitled to all of the rights and remedies available to a landlord against a tenant holding over after the expiration of a term.

12.Any breach or violation of any provision of this Agreement (whether by act or by omission) by Tenant or Subtenant shall be deemed to be and shall constitute a default by Tenant in fulfilling the provisions of the Lease and by Subtenant in fulfilling the provisions of the Sublease, and, in such event, Landlord may exercise its rights and remedies under the Lease and the Sublease in the case of such a default.

13.In the event that Tenant shall be in default under the Lease beyond the expiration of applicable notice and cure periods under the Lease (if any) and Landlord gives notice of any such default to Subtenant (which Landlord shall have no obligation to give), then, from the date upon which Landlord gives such notice to Subtenant until such time as Landlord rescinds said notice, Subtenant shall make all payments of fixed rent and additional rent/charges due under the Sublease directly to Landlord by unendorsed check made payable solely to Landlord at the address designated by Landlord in said notice. Any such payments shall be credited, upon collection only, by (a) Landlord against any Fixed Rent and Additional Charges due Landlord by Tenant under the Lease in such manner and in such order as Landlord may elect, in its sole discretion, and (b) Tenant against any sums due Tenant by Subtenant under the Sublease. Tenant hereby authorizes payment by Subtenant to Landlord pursuant to this Paragraph. Landlord may exercise its rights under this Paragraph on one or more occasions, and from time to time, as often as Landlord desires, and the rights granted to it hereunder shall apply in each event of default by Tenant under the Lease. This Paragraph shall in no event limit or impair other rights and remedies which may be available to Landlord as a result of any such default by Tenant. The acceptance of any such payments from Subtenant shall not be deemed an acceptance of Subtenant as tenant under the Lease or an attornment to Landlord under the Sublease nor shall it release Tenant from any of its obligations under the Lease.

14.Any notice, demand, consent, approval, disapproval, or statement (collectively, “Notices”) given under the Lease or under this Consent shall be given in accordance with the terms of Article 31 of the Lease, except that such Notices, if given to Landlord, shall be addressed to Landlord c/o Macklowe Management Co., Inc., Attn.: William S. Macklowe, 142 West 57^th Street, New York, New York 10019 with a copy to Macklowe Management Co., Inc., Attn.: Jason Grebin, Esq., 142 West 57^th Street, New York, New York 10019, and if given to Assignor, shall be addressed to Assignor only at its address first above set forth in this Consent and, if given to Assignee, shall be addressed to Assignee at its address first set forth in this Consent. Landlord, Assignor and Assignee each may designate a different address for Notices to it in a Notice given to the other parties under this Paragraph. This Consent shall not be effective until executed by each of Landlord, Assignee and Assignor.

15.This Agreement shall be construed and enforced in accordance with the laws of the State of New York.

16.This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof. This Agreement may not be changed, modified, terminated or discharged unless such change, modification, termination or discharge is in writing and signed by Landlord.

17.Each right and remedy of Landlord provided for in this Agreement or in the Lease shall be cumulative and shall be in addition to every other right and remedy provided for therein or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Landlord of any one or more of the rights or remedies so provided for or existing shall not preclude the simultaneous or later exercise by Landlord of any or all other rights or remedies so provided for or so existing.

18.If any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

19.Tenant and Subtenant each, jointly and severally, defends, indemnifies and holds harmless Landlord from and against any and all (a) claims of and liabilities to any broker(s), finder(s) and/or any other person(s) regarding fees or commissions alleged to be due as a result of the granting of this consent and/or the execution of the Sublease, and (b) loss, cost, expense or damage suffered by Landlord relating to any such claims and liabilities.

20.This Agreement shall inure to the benefit of and be binding upon Subtenant and any permitted successor or assignee of Subtenant and shall inure to the benefit of and be binding upon Landlord and its successors and assigns, including any purchaser of the Building.

21.This Agreement shall not be effective until executed by each of Landlord, Tenant and Subtenant.

22.Subtenant shall, at any time and from time to time upon not less than 15 days’ prior notice from Landlord, deliver a statement in writing (executed and acknowledged by Subtenant) (a) setting forth the commencement date and expiration date of the Sublease, the then current fixed rent under the Sublease and the dates to which such fixed rent and any additional rent have been paid in advance, if any, (b) certifying that the Sublease is unmodified and in full force and effect (or if there has been any modification, that the same is in full force and effect as modified and stating that to the knowledge of Subtenant, Tenant (as sublandlord) is in default under the Sublease and, if so, specifying each such default of which Subtenant may have knowledge. Any such statement delivered pursuant to this Paragraph shall be binding upon such Subtenant and may be relied upon by Landlord and by any other person with whom Landlord is dealing.

23.Tenant covenants to deliver to Landlord, contemporaneously with the delivery of this Agreement to Landlord, a check, subject to collection, made payable to the order of Landlord, in the sum of $2,500.00, representing legal fees incurred by Landlord in connection with the granting of this consent. At Landlord's option, the validity and enforceability of this Agreement is expressly conditioned upon Tenant delivering said check and the collection thereof.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date set forth at the outset of this Agreement.

FIFTH AVENUE 58/59 ACQUISITION CO. LLC

By: Fifth Avenue 58/59 Mezz One LLC

By: /s/ William S. Macklowe

William S. Macklowe, Vice President

ACTIVATED COMMUNICATIONS, INC., Tenant

By: /s/ M. Schiehle

Name: M. Schiehle

Title: Corporate Secretary

SOUTHERN UNION COMPANY, Subtenant

By: /s/ George L. Lindemann

Name: George L. Lindemann

Title:  Chairman & CEO