EX-1 2 nyc569057.txt EXHIBIT 1.1 - JOINT FILING AGREEMENT Exhibit 1.1 JOINT FILING AGREEMENT This JOINT FILING AGREEMENT, dated as of July 25, 2006, is made by and between FRIT Holdings LLC, a Delaware limited liability company ("FRITH"), Fortress Registered Investment Trust, a Delaware business trust ("FRIT"), Fortress Investment Fund LLC, a Delaware limited liability company ("FIF"), Fortress Fund MM LLC, a Delaware limited liability company ("Fund MM"), FIT-ALT Investor LLC, a Delaware limited liability company ("FIT-ALT"), FIT Holdings LLC, a Delaware limited liability company ("FITH"), Fortress Investment Trust II, a Delaware business trust ("FIT II"), Fortress Investment Fund II LLC, a Delaware limited liability company ("FIF II"), Fortress Fund MM II LLC, a Delaware limited liability company ("Fund MM II"), RIC Coinvestment Fund LP, a Delaware limited partnership ("RIC"), FIG Advisors LLC, a Delaware limited liability company, Fortress Investment Group LLC, a Delaware limited liability company ("FIG") and Fortress Investment Holdings LLC, a Delaware limited liability company ("FIH"). FRITH, FRIT, FIF, Fund MM, FIT-ALT, FITH, FIT II, FIF II, Fund MM II, RIC, FIGA, FIG and FIH are collectively referred to herein as the "Parties" and each individually as a "Party." Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the Parties hereby acknowledge and agree that Schedule 13D is filed on behalf of each such Party and that all subsequent amendments to the Statement on Schedule 13D shall be filed on behalf of each of the Parties without the necessity of filing additional joint acquisition statements. The Parties hereby acknowledge that each Party shall be responsible for timely filing of such amendments, and for the completeness and accuracy of the information concerning such Party contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other Party, except to the extent that such Party knows or has reason to believe that such information is inaccurate. [signature pages follow] IN WITNESS WHEREOF, the Parties hereto have executed this Joint Filing Agreement as of the day and year first above written. FRIT HOLDINGS LLC By: Fortress Registered Investment Trust, a Delaware business trust, as Managing Member By: /s/ Randal A. Nardone -------------------------------------- Randal A. Nardone its Chief Operating Officer and Secretary FORTRESS REGISTERED INVESTMENT TRUST By: /s/ Randal A. Nardone -------------------------------------- Randal A. Nardone its Chief Operating Officer and Secretary FORTRESS INVESTMENT FUND LLC By: Fortress Fund MM LLC, a Delaware limited liability company, as Managing Member By: /s/ Randal A. Nardone -------------------------------------- Randal A. Nardone its Chief Operating Officer and Secretary FORTRESS FUND MM LLC By: /s/ Randal A. Nardone -------------------------------------- Randal A. Nardone its Chief Operating Officer and Secretary FIT-ALT INVESTOR LLC By: /s/ Randal A. Nardone -------------------------------------- Randal A. Nardone its Chief Operating Officer and Secretary FIT HOLDINGS LLC By: Fortress Investment Trust II, as Managing Member By: /s/ Randal A. Nardone -------------------------------------- Randal A. Nardone its Chief Operating Officer and Secretary FORTRESS INVESTMENT TRUST II By: /s/ Randal A. Nardone -------------------------------------- Randal A. Nardone its Chief Operating Officer and Secretary FORTRESS INVESTMENT FUND II LLC By: Fortress Fund MM II LLC, as Managing Member By: /s/ Randal A. Nardone -------------------------------------- Randal A. Nardone its Chief Operating Officer and Secretary FORTRESS FUND MM II LLC By: /s/ Randal A. Nardone -------------------------------------- Randal A. Nardone its Chief Operating Officer and Secretary RIC COINVESTMENT FUND LP By: RIC Coinvestment GP LLC, its general partner By: /s/ Randal A. Nardone -------------------------------------- Randal A. Nardone its Chief Operating Officer and Secretary FIG ADVISORS LLC By: /s/ Randal A. Nardone -------------------------------------- Randal A. Nardone its Chief Operating Officer of Fortress Investment Group LLC, managing member of FIG Advisors LLC FORTRESS INVESTMENT GROUP LLC By: /s/ Randal A. Nardone -------------------------------------- Randal A. Nardone its Chief Operating Officer FORTRESS INVESTMENT HOLDINGS LLC By: /s/ Randal A. Nardone -------------------------------------- Randal A. Nardone its Manager