EXHIBIT 1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT (this "Agreement"), dated as of
September 17, 2001 among TPG ON Holdings LLC, a Delaware limited liability
company ("TPG ON Holdings"), TPG Partners II, L.P., a Delaware limited
partnership ("Partners"), TPG Parallel II, L.P., a Delaware limited partnership
("Parallel"), TPG Investors II, L.P., a Delaware limited partnership
("Investors"), TPG 1999 Equity Partners II, L.P., a Delaware limited partnership
("TPG 1999"), TPG GenPar II, L.P., a Delaware limited partnership ("GenPar") and
TPG Advisors II, Inc., a Delaware corporation, ("Advisors").
W I T N E S S E T H
WHEREAS, as of the date hereof, each of TPG ON Holdings,
Partners, Parallel, Investors, TPG 1999, GenPar and Advisors is filing a
Schedule 13D under the Securities Exchange Act of 1934 (the "Exchange Act") with
respect to securities of ON Semiconductor Corporation (the "Schedule 13D");
WHEREAS, each of TPG ON Holdings, Partners, Parallel,
Investors, TPG 1999, GenPar and Advisors is individually eligible to file the
Schedule 13D;
WHEREAS, each of TPG On Holdings, Partners, Parallel,
Investors, TPG 1999, GenPar and Advisors wishes to file the Schedule 13D and any
amendments thereto jointly and on behalf of each of TPG ON Holdings, Partners,
Parallel, Investors, TPG 1999, GenPar and Advisors, pursuant to Rule 13d-1(k)(1)
under the Exchange Act;
NOW, THEREFORE, in consideration of these premises and other
good and valuable consideration, the parties hereto agree as follows:
1. TPG ON Holdings, Partners, Parallel, Investors, TPG 1999,
GenPar and Advisors hereby agree that the Schedule 13D is, and any amendments
thereto will be, filed on behalf of each of TPG ON Holdings, Partners, Parallel,
Investors, TPG 1999, GenPar and Advisors pursuant to Rule 13d-1(k)(1)(iii) under
the Exchange Act.
2. Each of TPG ON Holdings, Partners, Parallel, Investors, TPG
1999, GenPar and Advisors hereby acknowledges that, pursuant to Rule
13d-1(k)(1)(i) under the Exchange Act, it is responsible for the timely filing
of the Schedule 13D and any amendments thereto, and for the completeness and
accuracy of the information concerning it contained therein, and is not
responsible for the completeness and accuracy of the information concerning any
of the other parties contained therein, unless it knows or has reason to know
that such information is inaccurate.
3. Each of TPG ON Holdings, Partners, Parallel, Investors, TPG
1999, GenPar and Advisors hereby agrees that this Agreement shall be filed as an
exhibit to the Schedule 13D, pursuant to Rule 13d-1(k)(1)(iii) under the
Exchange Act.
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed individually or by their respective directors hereunto duly
authorized as of the day and year first above written.
TPG ON Holdings LLC
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TPG Partners II, L.P.
By: TPG GenPar II, L.P.
By: TPG Advisors II, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TPG Parallel II, L.P.
By: TPG GenPar II, L.P.
By: TPG Advisors II, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TPG Investors II, L.P.
By: TPG GenPar II, L.P.
By: TPG Advisors II, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TPG 1999 Equity Partners II, L.P.
By: TPG Advisors II, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
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TPG GenPar II, L.P.
By: TPG Advisors II, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TPG Advisors II, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
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