EXHIBIT 1.3
JOINT FILING AGREEMENT
This JOINT FILING AGREEMENT, dated as of May 19, 2000, is made
by and between Fortress Brookdale Acquisition LLC ("FBA"), 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 ("FFMM"), Fortress
Investment Group LLC, a Delaware limited liability company ("FIG"), and
Fortress Investment Holdings LLC, a Delaware limited liability company
("FIH"). FBA, FRIT, FIF, FFMM, FIG and FIH 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.
IN WITNESS WHEREOF, the Parties hereto have executed this Joint
Filing Agreement as of the day and year first above written.
FORTRESS BROOKDALE ACQUISITION LLC
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
as Vice President, Chief Operating Officer and
Secretary of Fortress Registered Investment
Trust, the sole member of Fortress Brookdale
Acquisition LLC
FORTRESS REGISTERED INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
as Vice President, Chief Operating
Officer and Secretary
FORTRESS INVESTMENT FUND LLC
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
as Chief Operating Officer and
Secretary of Fortress Fund MM,
LLC, managing member of Fortress
Investment Fund, LLC
FORTRESS FUND MM LLC
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Chief Operating Officer and Secretary
FORTRESS INVESTMENT GROUP LLC
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
as Chief Operating Officer
FORTRESS INVESTMENT HOLDINGS LLC
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
as Manager