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 XX XX LLC, a
Delaware limited liability company ("Fund XX XX"), 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 XX XX, XXX, 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/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
its Chief Operating Officer and
Secretary
FORTRESS REGISTERED INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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/ Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx
its Chief Operating Officer and
Secretary
FORTRESS FUND MM LLC
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx
its Chief Operating Officer and
Secretary
FIT-ALT INVESTOR LLC
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx
its Chief Operating Officer and
Secretary
FIT HOLDINGS LLC
By: Fortress Investment Trust II, as
Managing Member
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx
its Chief Operating Officer and
Secretary
FORTRESS INVESTMENT TRUST II
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx
its Chief Operating Officer and
Secretary
FORTRESS INVESTMENT FUND II LLC
By: Fortress Fund XX XX LLC, as Managing
Member
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx
its Chief Operating Officer and
Secretary
FORTRESS FUND XX XX LLC
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx
its Chief Operating Officer and
Secretary
RIC COINVESTMENT FUND LP
By: RIC Coinvestment GP LLC, its general
partner
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx
its Chief Operating Officer and
Secretary
FIG ADVISORS LLC
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx
its Chief Operating Officer of Fortress
Investment Group LLC, managing member
of FIG Advisors LLC
FORTRESS INVESTMENT GROUP LLC
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx
its Chief Operating Officer
FORTRESS INVESTMENT HOLDINGS LLC
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx
its Manager
