JOINT FILING AGREEMENT
The undersigned hereby agree that this statement on Schedule 13D is,
and any amendment thereto signed by each of the undersigned shall be, filed on
behalf of each undersigned pursuant to and in accordance with the provisions of
Rule 13d-1(f)(1) under the Securities Exchange Act of 1934.
Dated: July 23, 1998
WARBURG, XXXXXX INVESTORS, L.P.
By: Warburg, Xxxxxx & Co.,
General Partner
By: /s/ Xxxxxxx Xxxxxxx
Partner
WARBURG, XXXXXX & CO.
By: /s/ Xxxxxxx Xxxxxxx
Partner
X.X. XXXXXXX, XXXXXX & CO., LLC
By: /s/ Xxxxxxx Xxxxxxx
Member
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SCHEDULE I
Set forth below is the name, position and present principal occupation of each
of the general partners of Warburg, Xxxxxx & Co. ("WP") and each of the members
of X.X. Xxxxxxx, Xxxxxx & Co., LLC ("EMW"). The sole general partner of Warburg,
Xxxxxx Investors, L.P. ("Investors") is WP. WP, EMW and Investors are
hereinafter collectively referred to as the "Reporting Entities." Except as
otherwise indicated, the business address of each of such persons is 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and each of such persons is a
citizen of the United States.
General Partners of WP
----------------------
Present Principal Occupation
in Addition to Position with
WP, and Positions with the
Name Reporting Entities
---- ---------------------------
Xxxx Xxxxxxxx Managing Director and Member,
EMW
Xxxxx Xxxxx Managing Director and Member,
EMW
Xxxxxxxxxxx X. Xxxxx Managing Director and Member,
EMW
Xxxxxx Xxxxx Senior Managing Director and Member,
EMW
Xxxxx X. Xxxx Managing Director and Member,
EMW
X. Xxxxxx Cutter Managing Director and Member,
EMW
Xxxxxxxxx X. Xxxxx Managing Director and Member,
EMW
Xxxxxxx Xxxxxxx Managing Director, Member and Treasurer,
EMW
Xxxxxx X. Xxxxxxx Managing Director and Member,
EMW
Xxxx X. Xxxxx Vice Chairman of the Board and Member,
EMW
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Xxxxxxx X.X. Xxxxx Managing Director and Member, EMW
Xxxxxxx X. Xxxxxxx Managing Director and Member, EMW
Xxxxxxx X. Xxxxxx Managing Director and Member, EMW
Xxxxxxx X. Xxxxxxx Managing Director and Member, EMW
Xxxxxxx X. Xxxx Managing Director and Member, EMW
Xxxxxxx X. Xxxx Managing Director and Member, EMW
Xxxxx Xxxxxxx Managing Director and Member, EMW
Xxxxxx X. Xxxxx Managing Director and Member, EMW
Xxxxxx Xxxxxxx Managing Director and Member, EMW
Xxxxxxx Xxx Managing Director and Member, EMW
Xxxxxx X. Xxxxxxxxx Managing Director and Member, EMW
S. Xxxxxx Xxxxx Managing Director and Member, EMW
Xxxxx X. Xxxxxxxx Managing Director and Member, EMW
Xxxxx X. Xxxx Managing Director and Member, EMW
Xxxxxxx X. Xxxxxx Managing Director and Member, EMW
Xxxxxxx X. Xxxxx III Managing Director and Member, EMW
Xxxx X. Xxxxxx Managing Director and Member, EMW
Xxxxxx X. XxXxxxxx Managing Director and Member, EMW
15
Xxxxxx X. Xxxxxxxx III Senior Managing Director and Member, EMW
Xxxxxxxx Xxxxxxxxx Managing Director and Member, EMW
Xxxxxx X. Xxxxxx Managing Director and Member, EMW
Xxxx X. Xxxxxxx Managing Director and Member, EMW
Xxxxxx X. Parente Managing Director and Member, EMW
Xxxxx Xxxxxx Managing Director and Member, EMW
Xxxxxx X. Xxxxxxxxx Managing Director and Member, EMW
Xxxxxx X. Xxxxxx Chairman of the Board, CEO, and Managing
Member, EMW; and Managing Partner,
Xxxxxx & Co.
Xxxxxx X. Xxxxxxxxx Managing Director and Member, EMW
Xxxxxx X. Xxxxxxxxx Managing Director and Member, EMW
Xxxxx X. Xxxxxx Managing Director and Member, EMW
Xxxxxx X. Xxxxxxxx Managing Director and Member, EMW
Xxxxx Xxxxxxxx Managing Director and Member, EMW
Xxxx X. Xxxxxxxxx Managing Director and Member, EMW
Xxxxxx X. Xxxxxxxxx Managing Director and Member, EMW
16
Xxxxxx X. Xxxxx Managing Director and Member, EMW
Xxxxxx X. Xxxxxxxxx Managing Director and Member, EMW
Xxxxx X. Xxxxxx Managing Director and Member, EMW
Xxxx X. Xxxxxxxxxx Vice Chairman of the Board and Member, EMW
Xxxxxxxxx X. Xxxxxxxxxx Managing Director and Member, EMW
Xxxxxx & Co.*
NL & Co.**
* New York limited partnership; its primary activity is ownership in WP and
EMW.
** New York limited partnership; its primary activity is
ownership in WP.
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Members of EMW
--------------
Present Principal Occupation
in Addition to Position with
EMW, and Positions with the
Name Reporting Entities
---- ----------------------------
Xxxx Xxxxxxxx Partner, WP
Xxxxx Xxxxx Partner, WP
Xxxxxxxxxxx X. Xxxxx Partner, WP
Xxxxxx Xxxxx Partner, WP
Xxxx X. Xxxxxxxxxxx(1)
Xxxxx X. Xxxx Partner, WP
X. Xxxxxx Cutter Partner, WP
Xxxxxxxxx X. Xxxxx Partner, WP
Xxxxxxx Xxxxxxx Partner, WP
P. Xxxxxxxx Xxxxxxx(2) Partner, WP
Xxxxxx X. Xxxxxxx Partner, WP
Xxxx X. Xxxxx Partner, XX
Xxxxxxx X.X. Xxxxx Partner, WP
Xxxxxxx X. Xxxxxxx Partner, WP
Xxxxxxx X. Xxxxxx Partner, WP
Xxxxxxx X. Xxxxxxx Partner, WP
Xxxxxxx X. Xxxx Partner, WP
Xxxxxxx X. Xxxx Partner, WP
Xxxxxxx X. Xxxx(2)
Xxxxx Xxxxxxx Partner, WP
Xxxxxx X. Xxxxx Partner, WP
Xxxxxx Xxxxxxx Partner, WP
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Xxxxxxx Xxx Partner, WP
Xxxxxx X. Xxxxxxxxx Partner, WP
S. Xxxxxx Xxxxx Partner, WP
Xxxxx X. Xxxxxxxx Partner, XX
Xxxxx X. Xxxx Partner, WP
Xxxxxxx X. Xxxxxx Partner, WP
Xxxx X. XxxXxxxxx(1)
Xxxxxxx X. Xxxxx III Partner, WP
Xxxx X. Xxxxxx Partner, WP
Xxxxxx X. XxXxxxxx Partner, XX
Xxxxxx X. Xxxxxxxx III Partner, WP
Xxxxxxxx Xxxxxxxxx Partner, WP
Xxxxxx X. Xxxxxx Partner, WP
Xxxx X. Xxxxxxx Partner, WP
Xxxxxx X. Parente Partner, WP
Xxxxx Xxxxxx Partner, WP
Xxxxxx X. Xxxxxxxxx Partner, WP
Xxxxxx X. Xxxxxx Managing Partner, WP; Chairman
of the Board and CEO, EMW;
Managing Partner, Xxxxxx & Co.
Xxxxxx X. Xxxxxxxxx Partner, WP
Xxxxxx X. Xxxxxxxxx Partner, WP
Xxxxx X. Xxxxxx Partner, WP
Xxxxxx X. Xxxxxxxx Partner, WP
Xxxxx Xxxxxxxx Partner, WP
Xxxx X. Xxxxxxxxx Partner, WP
Xxxxxx X. Xxxxxxxxx Partner, WP
Xxxxxx X. Xxxxx Partner, WP
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Xxxxxxx X. Xxxxxxxxxx(2)
Xxxxxx X. Xxxxxxxxx Partner, XX
Xxxxx Q. Sun(3)
Xxxxx X. Xxxxxx Partner, WP
Xxxx X. Xxxxxxxxxx Partner, WP
Xxxxxxxxx X. Weathermen Partner, WP
Xxxxxx X. Xxxxx(2)
Xxxxxx & Co.*
(1) Citizen of Canada
(2) Citizen of United Kingdom
(3) Citizen of People's Republic of China
* New York limited partnership; its primary activity is ownership in WP.
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Schedule II
-----------
Recent Purchases and Sales of the
Voting Securities of TV Filme, Inc.
Following the Initial Public Offering
Name of
Purchaser Number of Shares Unit Price Date of Trade
--------- ---------------- ---------- -------------
Investors Purchased: 25,000 3.375 06/26/98
Investors Purchased: 16,000 3.25 07/06/98
Investors Purchased: 50,000 3.3125 07/13/98
Investors Purchased: 190,300 3.3782 07/14/98
Investors Purchased: 25,000 3.5625 07/14/98
Investors Purchased: 100,000 3.5625 07/15/98
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