EXHIBIT 1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT (this "Agreement"), dated as of February 13,
2001 among TPG Partners, L.P., a Delaware limited partnership ("Partners"), TPG
Parallel I, L.P., a Delaware limited partnership ("Parallel"), Communication
GenPar, Inc., a Delaware corporation ("Communication"), TPG Equity Partners,
L.P., a Delaware limited partnership ("Equity"), FOF Partners, L.P., a Delaware
limited partnership ("FOF"), TPG GenPar, L.P., a Delaware limited partnership
("GenPar") and TPG Advisors, Inc., a Delaware corporation, ("Advisors").
W I T N E S S E T H
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WHEREAS, as of the date hereof, each of Partners, Parallel,
Communication, Equity, FOF, GenPar and Advisors is filing a Schedule 13G under
the Securities Exchange Act of 1934 (the "Exchange Act") with respect to
securities of Paradyne Networks, Inc. (the "Schedule 13G");
WHEREAS, each of Partners, Parallel, Communication, Equity, FOF,
GenPar and Advisors is individually eligible to file the Schedule 13G;
WHEREAS, each of Partners, Parallel, Communication, Equity, FOF,
GenPar and Advisors wishes to file the Schedule 13G and any amendments thereto
jointly and on behalf of each of Partners, Parallel, Communication, Equity, FOF,
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. Partners, Parallel, Communication, Equity, FOF, GenPar and Advisors
hereby agree that the Schedule 13G is, and any amendments thereto will be, filed
on behalf of each of Partners, Parallel, Communication, Equity, FOF, GenPar and
Advisors pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
2. Each of Partners, Parallel, Communication, Equity, FOF, 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 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 Partners, Parallel, Communication, Equity, FOF, GenPar and
Advisors hereby agrees that this Agreement shall be filed as an exhibit to the
Schedule 13G, 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 Partners, L.P.
By: TPG GenPar, L.P.
By: TPG Advisors, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TPG Parallel I, L.P.
By: TPG GenPar, L.P.
By: TPG Advisors, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
Communication GenPar, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TPG Equity Partners, L.P.,
By: TPG Advisors, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
FOF Partners, L.P.
By: TPG Advisors, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TPG GenPar, L.P.
By: TPG Advisors, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
By: TPG Advisors, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
