JOINT FILING AGREEMENT
Exhibit 99.1
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
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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
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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.
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By:
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/s/
Xxxxxxx X. Xxxxxxx
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Name:
Xxxxxxx X. Xxxxxxx
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Title:
Authorized Signatory
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/s/
Xxxxxxx X. Xxxxxxx
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XXXXXXX
X. XXXXXXX
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Individually
and as attorney-in-fact for Xxxxx X.
Xxxxx,
Xxxxxx X. Xxxxx and Xxxxxx X.
Xxxxxxx
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