EXHIBIT 1
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is defined in the Schedule
13D referred to below) on behalf of each of them of a statement on Schedule 13D
(including amendments thereto) with respect to the common stock, par value $.01
per share, of HighwayMaster Communications, Inc., a Delaware corporation, and
that this Agreement may be included as an Exhibit to such joint filing. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
[Remainder of this page has intentionally been left blank.]
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the
7th day of October, 1996.
Dated: October 7, 1996 CARLYLE-HIGHWAYMASTER INVESTORS, L.P.
By: TC Group, L.L.C., its General Partner
By: TCG Holdings, L.L.C., its Managing
Member
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxx
------------------
Title: Managing Director
------------------
CARLYLE-HIGHWAYMASTER INVESTORS II, L.P.
By: TC Group, L.L.C., its General Partner
By: TCG Holdings, L.L.C., its Managing
Member
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxx
------------------
Title: Managing Director
------------------
TC GROUP, L.L.C.
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxx
------------------
Title: Managing Director
------------------
TC GROUP INVESTMENT HOLDINGS, L.L.C.
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxx
------------------
Title: Managing Director
------------------
TCG HOLDINGS, L.L.C.
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxx
------------------
Title: Managing Director
------------------
/s/ Xxxx X. Ein
------------------------------------
XXXX X. EIN
