EXHIBIT 1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT (this "Agreement"), dated as of January 31,
2002, among TPG Wafer Holdings LLC, TPG Wafer Partners LLC and TCW/Crescent
Mezzanine III, LLC, each a Delaware limited liability company, Green Equity
Investors III, L.P., Green Equity Investors Side III, L.P., TCW/Crescent
Mezzanine III Netherlands, L.P. ("Netherlands") and TCW/Crescent Mezzanine
Partners III, L.P., each a Delaware limited partnership, TCW/Crescent Mezzanine
Trust III, a Delaware trust, The TCW Group, Inc., a Nevada corporation, and TCW
Asset Management Company, a California corporation, TPG Advisors III, Inc., T3
Advisors, Inc. and T3 Advisors II, Inc., each a Delaware corporation
(collectively, the "Joint Filers").
W I T N E S S E T H
WHEREAS, on November 21, 2001, each of the Joint Filers, except
Netherlands, filed a Schedule 13D (the "Schedule 13D") under the Securities
Exchange Act of 1934 (the "Exchange Act") with respect to securities of MEMC
Electronic Materials, Inc.;
WHEREAS, on January 25, 0000, Xxxxxxxxxxx entered into certain
agreements, pursuant to which it became a Joint Filer;
WHEREAS, each of the Joint Filers is individually eligible to file the
Schedule 13D;
WHEREAS, each of the Joint Filers wishes to file the Schedule 13D and
any amendments thereto jointly and on behalf of each of the Joint Filers,
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. The Joint Filers hereby agree that the Schedule 13D is, and any
amendments thereto will be, filed on behalf of each of the Joint Filers pursuant
to Rule 13d-1(k)(1)(iii) under the Exchange Act.
2. Each of the Joint Filers 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 the Joint Filers 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.
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 WAFER HOLDINGS LLC
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TPG WAFER PARTNERS LLC
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TPG ADVISORS III, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
T3 ADVISORS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
T3 ADVISORS II, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
GREEN EQUITY INVESTORS III, L.P.
By: GEI Capital III, LLC,
its General Partner
By: /s/ Xxxx Xxxxxxx
-----------------------
Name: Xxxx Xxxxxxx
Title: Manager
GREEN EQUITY INVESTORS SIDE III, L.P.
By: GEI Capital III, LLC,
its General Partner
By: /s/ Xxxx Xxxxxxx
-----------------------
Name: Xxxx Xxxxxxx
Title: Manager
GEI CAPITAL III, L.L.C.
By: /s/ Xxxx Xxxxxxx
-----------------------
Name: Xxxx Xxxxxxx
Title: Manager
LGP MANAGEMENT, INC.
By: /s/ Xxxx Xxxxxxx
-----------------------
Name: Xxxx Xxxxxxx
Title: Vice President
XXXXXXX XXXXX & PARTNERS, L.P.
By: LGP Management, Inc.,
its General Partner
By: /s/ Xxxx Xxxxxxx
-----------------------
Name: Xxxx Xxxxxxx
Title: Vice President
TCW/CRESCENT MEZZANINE PARTNERS III, L.P.
By: TCW/Crescent Mezzanine III, LLC,
its general partner
By: TCW Asset Management Company,
its sole member
By: /s/ Xxxxx X. Xxxxxx
-----------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
TCW/CRESCENT MEZZANINE III NETHERLANDS, L.P.
By: TCW/Crescent Mezzanine III, LLC,
its general partner
By: TCW Asset Management Company,
its sole member
By: /s/ Xxxxx X. Xxxxxx
-----------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
TCW/CRESCENT MEZZANINE TRUST III
By: TCW/Crescent Mezzanine III, LLC,
its managing owner
By: TCW Asset Management Company,
its sole member
By: /s/ Xxxxx X. Xxxxxx
-----------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
THE TCW GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
TCW ASSET MANAGEMENT COMPANY
By: /s/ Xxxxx X. Xxxxxx
-----------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
TCW/CRESCENT MEZZANINE III, LLC
By: TCW Asset Management Company,
its sole member
By: /s/ Xxxxx X. Xxxxxx
-----------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
