EXHIBIT 1
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
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, par value $0.001, of Advanced Lighting Technologies, Inc., an
Ohio corporation, and further agrees that this Joint Filing Agreement be
included as an exhibit to such filings provided that, as contemplated by
Section 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.
Each of Saratoga Lighting Holdings LLC, Saratoga Partners IV, L.P.,
Saratoga Coinvestment IV LLC, Saratoga Associates IV LLC, Saratoga Management
Company LLC, Xxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxx, Xx., and Xxxxxxxxx X.
Xxxxxxxx (the "Named Parties") hereby constitutes and appoints each of Xxxxxxx
X. Xxxxxxxxxx and Xxxxxxxxx X. Xxxxxxxx, acting singly, as the true and lawful
attorneys-in-fact, with full power of substitution in any and all capacities,
to execute for and on behalf of the Named Parties, the Schedule 13D to which
this Joint Filing Agreement and Power of Attorney is an exhibit and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
the issuer and relevant stock exchanges. Each of the Named Parties hereby
grants to such attorneys-in-fact full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as the attorney-in-fact might or could, and hereby
ratifies and confirms all that said attorneys-in-fact or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming
any of the undersigned's responsibilities to comply with Section 13(d) of the
Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact shall continue
in force until notice of the revocation of this Power of Attorney has been
received by the said attorneys-in-fact.
Date: September 5, 2003
Saratoga Lighting Holdings LLC
By Saratoga Management Company LLC,
as Managing Member
By: /s/ Xxxxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
Title: Executive Committee Member
Date: September 5, 2003
Saratoga Partners IV, L.P.
By Saratoga Associates IV LLC, as
General Partner
By Saratoga Management Company LLC,
as Manager
By: /s/ Xxxxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
Title: Executive Committee Member
Date: September 5, 2003
Saratoga Coinvestment IV LLC
By Saratoga Management Company LLC,
as Managing Member
By: /s/ Xxxxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
Title: Executive Committee Member
Date: September 5, 2003
Saratoga Associates IV LLC
By Saratoga Management Company LLC,
as Manager
By: /s/ Xxxxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
Title: Executive Committee Member
Date: September 5, 2003
Saratoga Management Company LLC
By: /s/ Xxxxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
Title: Executive Committee Member
Date: September 5, 2003
*
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Xxxx X. Xxxxxxxxx
Date: September 5, 2003
/s/ Xxxxxxx X. Xxxxxx, Xx.
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Date: September 5, 2003
/s/ Xxxxxxxxx X. Xxxxxxxx
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*Xx. Xxxxxxxxx'x signature will be filed by amendment promptly.
