2010-Aqg-12 04:02 PH DeCotlls Law, (201)928-0588 2t3

DECOTIISDeCotiis, FitzF trlck & colr, LLP

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FRANCI5 X, REGAN. ESO.

FREOANODECOTIISI.AW,COM

101,e07.8280

August 12,2010

VIA FACSIMILE AFID OVERNIGIIEMAIL DELIVHBYOordon N. Litwin, Esq.Ansoll Grimm & Aaron60 Park PlaceSuite I I 14

Newark, New Jersey A7l0Z

RE; City of Hoboken to SHG Hoboken Urban Renewal Arsoclstee' LLCBlock I, Lot I - Hoboken, NJ

NOTICE oF +TTICIPATqRV EREACH.Dear Mr. Litwin:

SHG Floboken Urban Renewal Associates, LLC ("SHO") is in receipt of your lettcr dated

August 11,2010, purporting to unilaterally terminate the Purehase and Sale Agreement, dated

June 30, 2008 (the "PSA") and the Redeveloper's Agreunent, dated June 30, 2008 (the "RDA")by and between SHG rnd the City of Hoboken (the "City'') in regards to the City DPW garage

property (Blook l, Lot l). The grounds upon which the City attempts to terminate thc PSA and

thc RDA aro specious and lack any legal or factual basis. SHG at no time acted in bad faith orinterfered with the City's obligation to obtain any and all environmental approvals. It is readilyapparent that the City's eleventh hour attempt to terminate the PSA and RDA stems from the

City's inability to meet its contractual requirements and satisfy all conditions prso€dent to

closing, as sct forth in the PSA, including without limitatiorr delivery of the No Further Actionletter from the New Jersey Department of Environmental Proteotion and vacation of the DPWgarage ProPerty.

SHO is ready, willing and ablc to closc and, pursuant to the tsrms of the PSA, hae set an

I l:00 a.m. closing time for Friday, Auguet 13, 20I0 at our offices. Despite the City's attemptedwrongful termination of the PSA and RDA, SHG will appear and will be ready, willing and able

to clore, provided the City has satisfied all conditions precedent to closing'

If the City fails to Rppear and fails to satis$r all conditions precedent to closing, it will be

in breach of the PSA, and pursuant to Section 1s(bxii) of the PSA, SHG shall be entitled to and

rtIJ TEANTCK . NEW YOFK 1163?82v1

Hoboken411.com

2010-Auo-12 04:02 PM DeCotlls Law, (201)928'0588ft

hereby demands - the immediate return of the City Fee paid by SHGwith interest, being held by your firm as escrow agent.

SHG hereby resewes all rights and rorncdios undor tho PSA,applicable law,

5t 5

DEffiTIISAr.rgust I2. 301 0

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and the Deposit Monies,

the RDA, and any other

Very huly yours,DdCotllc, FltzPstrlck & Cole, LLP

Michael Kates, Esq. Corporation Counsel, Cityof HobokenPeter Hekemian, SHG Hoboken Urban Renewal Associates, LLCDouglas M. Cohen, Esq., SHG Hobokcn Urban Renewal Associates, LLCRobert Crespi, Esq., Wolff& Samson PC

By:

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