EXHIBIT 1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT (this "Agreement"), dated as of February
13, 2001 among TPG Semiconductor Holdings LLC, a Delaware limited liability
company ("TPG Semiconductor"), 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, 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 Semiconductor,
Partners, Parallel, Investors, TPG 1999, GenPar and Advisors is filing a
Schedule 13G under the Securities Exchange Act of 1934 (the "Exchange Act") with
respect to securities of ON Semiconductor Corporation (the "Schedule 13G");
WHEREAS, each of TPG Semiconductor, Partners, Parallel, Investors,
TPG 1999, GenPar and Advisors is individually eligible to file the Schedule 13G;
WHEREAS, each of TPG Semiconductor, Partners, Parallel, Investors,
TPG 1999, GenPar and Advisors wishes to file the Schedule 13G and any amendments
thereto jointly and on behalf of each of TPG Semiconductor, Partners, Parallel,
Investors, TPG 1999, GenPar and Advisors, pursuant to Rule 13d1(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 Semiconductor, Partners, Parallel, Investors, TPG 1999,
GenPar and Advisors hereby agree that the Schedule 13G is, and any amendments
thereto will be, filed on behalf of each of TPG Semiconductor, Partners,
Parallel, Investors, TPG 1999, GenPar and Advisors pursuant to Rule
13d1(k)(1)(iii) under the Exchange Act.
2. Each of TPG Semiconductor, Partners, Parallel, Investors, TPG
1999, GenPar and Advisors hereby acknowledges that, pursuant to Rule
13d1(k)(1)(i) under the Exchange Act, it is responsible for the timely filing of
the Schedule 13G 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 Semiconductor, Partners, Parallel, Investors, TPG
1999, GenPar and Advisors hereby agrees that this Agreement shall be filed as an
exhibit to the Schedule 13G, pursuant to Rule 13d1(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 Semiconductor 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 III, 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, L.P.,
By: TPG Advisors II, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
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
