EX-99.1 2 ex991to13da206297057_102908.htm JOINT FILING AGREEMENT ex991to13da206297057_102908.htm
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 that certain Amendment No. 2 to the Statement on Schedule 13D filed on June 9, 2008 (including additional amendments thereto) with respect to the shares of Common Stock, $0.20 par value, of Tollgrade Communications, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:  October 31, 2008

RAMIUS 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 STARBOARD ADVISORS, LLC
By:  Ramius LLC, 
its sole member
RAMIUS ENTERPRISE MASTER FUND LTD
By:  Ramius Advisors, LLC, 
its investment advisor
 
RAMIUS 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

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