EXHIBIT 1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT (this "Agreement"), dated as of
February 9, 2004 among TPG ON Holdings LLC, a Delaware limited liability company
("TPG ON Holdings"), TPG Semiconductor Holdings LLC, a Delaware limited
liability company ("TPG Semi"), 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, TPG
Semi, Partners, Parallel, Investors, TPG 1999, GenPar and Advisors are filing an
Amendment No.1 (the "Amendment") to a Schedule 13D Statement under the
Securities Exchange Act of 1934 (the "Exchange Act") filed by TPG ON Holdings on
September 17, 2001 (the "Original Schedule 13D") relating to the shares of
common stock, par value $0.01 per share (the "Common Stock"), of ON
Semiconductor Corporation (the "Company");
WHEREAS, in connection with the filing of the Original
Schedule 13D, TPG ON Holdings, Partners, Parallel, Investors, TPG 1999, GenPar
and Advisors entered into a Joint Filing Agreement dated as of September 17,
2001 (the "Original Joint Filing Agreement");
WHEREAS, each of TPG ON Holdings, TPG Semi, Partners,
Parallel, Investors, TPG 1999, GenPar and Advisors is individually eligible to
file the Amendment;
WHEREAS, each of TPG ON Holdings, TPG Semi, Partners,
Parallel, Investors, TPG 1999, GenPar and Advisors wishes to file the Amendment
and any further amendments to the Original Schedule 13D jointly and on behalf of
each of TPG ON Holdings, TPG Semi, 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, TPG Semi, Partners, Parallel, Investors,
TPG 1999, GenPar and Advisors hereby agree that the Amendment is, and any
further amendments to the Original Schedule 13D will be, filed on behalf of each
of TPG ON Holdings, TPG Semi, Partners, Parallel, Investors, TPG 1999, GenPar
and Advisors pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act. TPG ON
Holdings, TPG Semi, Partners, Parallel, Investors, TPG 1999, GenPar and Advisors
hereby further agree that the Original Joint Filing Agreement shall be amended,
restated and replaced in its entirety by this Joint Filing Agreement.
2. Each of TPG ON Holdings, TPG Semi, 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 Amendment and any further amendments to the Original Schedule 13D,
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, TPG Semi, Partners, Parallel,
Investors, TPG 1999, GenPar and Advisors hereby agrees that this Agreement shall
be filed as an exhibit to the Amendment, 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 ON Holdings LLC
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
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 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
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
