EXHIBIT 1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT (this "Agreement"), dated as of
March 5, 1998 among TPG Partners II, L.P., a Delaware limited
partnership ("TPG"), TPG Oxford LLC, a Delaware limited
partnership ("TPG Oxford"), TPG Parallel II, L.P., a Delaware
limited partnership ("TPG Parallel") and TPG Investors II, L.P.,
a Delaware limited partnership ("TPG Investors").
W I T N E S S E T H
WHEREAS, as of the date hereof, each of TPG, TPG
Oxford, TPG Parallel and TPG Investors is filing a statement on
Schedule 13D under the Securities Exchange Act of 1934 (the
"Exchange Act") with respect to the common stock of Oxford Health
Plans, Inc., a corporation organized and existing under the laws
of Delaware (the "Schedule 13D");
WHEREAS, each of TPG, TPG Oxford, TPG Parallel and TPG
Investors is individually eligible to file the Schedule 13D;
WHEREAS, each of TPG, TPG Oxford, TPG Parallel and TPG
Investors wishes to file the Schedule 13D and any amendments
thereto jointly and on behalf of each of TPG, TPG Oxford, TPG
Parallel and TPG Investors, 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, TPG Oxford, TPG Parallel and TPG Investors
hereby agree that the Schedule 13D is, and any amendments thereto
will be, filed on behalf of each of TPG, TPG Oxford, TPG Parallel
and TPG Investors pursuant to Rule 13d-1(k)(1)(iii) under the
Exchange Act.
2. TPG hereby acknowledges that, pursuant to Rule
13d-1(k)(1)(i) under the Exchange Act, TPG is responsible for the
timely filing of the Schedule 13D and any amendments thereto, and
for the completeness and accuracy of the information concerning
TPG contained therein, and is not responsible for the
completeness and accuracy of the information concerning TPG
Oxford, TPG Parallel or TPG Investors contained therein, unless
TPG knows or has reason to know that such information is
inaccurate.
3. TPG Oxford hereby acknowledges that, pursuant to
Rule 13d-1(k)(1)(i) under the Exchange Act, TPG Oxford is
responsible for the timely filing of the Schedule 13D and any
amendments thereto, and for the completeness and accuracy of the
information concerning TPG Oxford contained therein, and is not
responsible for the completeness and
accuracy of the information concerning TPG, TPG Parallel or TPG
Investors contained therein, unless TPG Oxford knows or has
reason to know that such information is inaccurate.
4. TPG Parallel hereby acknowledges that, pursuant to
Rule 13d-1(k)(1)(i) under the Exchange Act, TPG Parallel is
responsible for the timely filing of the Schedule 13D and any
amendments thereto, and for the completeness and accuracy of the
information concerning TPG Parallel contained therein, and is not
responsible for the completeness and accuracy of the information
concerning TPG, TPG Oxford or TPG Investors contained therein,
unless TPG Parallel knows or has reason to know that such
information is inaccurate.
5. TPG Investors hereby acknowledges that, pursuant to
Rule 13d-1(k)(1)(i) under the Exchange Act, TPG Investors is
responsible for the timely filing of the Schedule 13D and any
amendments thereto, and for the completeness and accuracy of the
information concerning TPG Investors contained therein, and is
not responsible for the completeness and accuracy of the
information concerning TPG, TPG Oxford or TPG Parallel contained
therein, unless TPG Investors knows or has reason to know that
such information is inaccurate.
6. Each of TPG, TPG Oxford, TPG Parallel and TPG
Investors hereby agree 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.
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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 II, L.P.
By: TPG GenPar II, L.P.
its General Partner
By: TPG Advisors II, Inc.
its General Partner
By: /s/ Xxxxx X'Xxxxx
------------------------
Name: Xxxxx X'Xxxxx
Title: Vice President
TPG OXFORD LLC
By: /s/ Xxxxx X'Xxxxx
------------------------
Name: Xxxxx X'Xxxxx
Title: Vice President
TPG PARALLEL II, L.P.
By: TPG GenPar II, L.P.
its General Partner
By: TPG Advisors II, Inc.
its General Partner
By: /s/ Xxxxx X'Xxxxx
------------------------
Name: Xxxxx X'Xxxxx
Title: Vice President
TPG INVESTORS II, L.P.
By: TPG GenPar II, L.P.
its General Partner
By: TPG Advisors II, Inc.
its General Partner
By: /s/ Xxxxx X'Xxxxx
------------------------
Name: Xxxxx X'Xxxxx
Title: Vice President
