EX-99.1 2 ex991to13d206297057_05282008.htm JOINT FILING AGREEMENT ex991to13d206297057_05282008.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D filed on June 9, 2008 (including additional amendments thereto) with respect to the shares of Common Stock, par value $.20 per share, of Tollgrade Communications, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:   June 9, 2008

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
By: RCG Starboard Advisors, LLC,
       its investment manager
 
PARCHE, LLC
By: RCG Starboard Advisors, LLC,
       its managing member
 
RCG ENTERPRISE, LTD
By: Ramius LLC,
       its investment manager
 
RCG STARBOARD ADVISORS, LLC
By: Ramius LLC,
       its sole member
 
 
RAMIUS LLC
By: C4S & Co., L.L.C.,
       as managing member
 
C4S & CO., L.L.C.
 

By:
/s/ Jeffrey M. Solomon
 
Name: Jeffrey M. Solomon
 
Title: Authorized Signatory



/s/ Jeffrey M. Solomon
JEFFREY M. SOLOMON
Individually and as attorney-in-fact for Peter A.
Cohen, Morgan B. Stark and Thomas W. Strauss