Exhibit 1
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
(a) Joint Filing. Each of the undersigned persons does hereby agree
with Capital Trust Investors Limited Partnership, SZ Investments, LLC, Xxxx
General Partnership, Inc., Xxxxxx Xxxx Revocable Trust, Xxxxxx Xxxx, V2 Holdings
LLC, Xxxx X. Xxxxx and Xxxxx X. Xxxxxxx to jointly file with the Securities and
Exchange Commission a Schedule 13D on behalf of each of them with respect to
their beneficial ownership of shares of class A common stock, par value $.01 per
share, of Capital Trust, Inc.
(b) Power of Attorney. Know all persons by these presents that each
person whose signature appears below constitutes and appoints Xxxxxx Xxxx and
Xxxx X. Xxxxx, and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for such person and
in such person's name, place and stead, in any and all capacities, to sign any
and all amendments to the Schedule 13D filed on behalf of each of them with
respect to their beneficial ownership of securities of Capital Trust, Inc., and
to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or such person or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: August 19, 1999
Veqtor Finance Company L.L.C.
By: Capital Trust Investors Limited Partnership
By: SZ Investments, LLC
its general partner
By: Xxxx General Partnership, Inc.,
its managing member
By:/s/ Xxxxxx X. Xxxxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President
By: V2 Holdings LLC
By: Xxxx X. Xxxxx
its member
/s/ Xxxx X. Xxxxx
----------------------
Xxxx X. Xxxxx
866317.1
Samstock, L.L.C.
By: SZ Investments, LLC
By: Xxxx General Partnership, Inc.
its managing member
By:/s/ Xxxxxx X. Xxxxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President
2
866317.1
