EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, each of the persons named below agrees to the joint filing of a
Statement on Schedule 13D (including amendments thereto) with respect to the
common stock, $0.0005 par value per share, of Catalytica Energy Systems, Inc., a
Delaware corporation, and further agrees that this Joint Filing Agreement be
included as an exhibit to such filings provided that, as contemplated by Rule
13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy
of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate. This
Joint Filing may be executed in any number of counterparts, all of which
together shall constitute one and the same instrument.
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MORGAN STANLEY DEAN WITTER & CO. MORGAN STANLEY CAPITAL PARTNERS III, INC.
By: /s/ Peter R. Vogelsang By: /s/ Peter R. Vogelsang
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Name: Peter R. Vogelsang Name: Peter R. Vogelsang
Title: Authorized Signatory Title: Secretary
MSCP III, LLC MORGAN STANLEY CAPITAL PARTNERS III, L.P.
By: Morgan Stanley Capital Partners III, Inc., By: MSCP III, LLC,
as Member as General Partner
By: Morgan Stanley Capital Partners III, Inc.,
By: /s/ Peter R. Vogelsang as Member
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Name: Peter R. Vogelsang
Title: Secretary
By: /s/ Peter R. Vogelsang
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Name: Peter R. Vogelsang
Title: Secretary
MSCP III 892 INVESTORS, L.P. MORGAN STANLEY CAPITAL INVESTORS, L.P.
By: MSCP III, LLC, By: MSCP III, LLC,
as General Partner as General Partner
By: Morgan Stanley Capital Partners III, Inc., By: Morgan Stanley Capital Partners III, Inc.,
as Member as Member
By: /s/ Peter R. Vogelsang By: /s/ Peter R. Vogelsang
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Name: Peter R. Vogelsang Name: Peter R. Vogelsang
Title: Secretary Title: Secretary
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