Filed by
                                      Consolidated Communications Holdings, Inc.
                          pursuant to Rule 425 under the Securities Act of 1933,
                            as amended, and deemed filed pursuant to Rule 14a-12
                           under the Securities Exchange Act of 1934, as amended

                                 Subject Company: North Pittsburgh Systems, Inc.
                                                    Commission File No.: 0-13716

The following is a transcript of a conference call held on July 2, 2007 by
members of management of Consolidated Communications Holdings, Inc.
("Consolidated") to discuss the proposed merger transaction. A link to the
webcast of this event was posted on Consolidated's external website.

                           CONSOLIDATED COMMUNICATIONS

                            Moderator: Robert Currey
                                  July 2, 2007
                                   10:00 am CT

Operator:             Welcome to the Consolidated Communications conference
                      call. At this time, all participants are in a listen only

                      Following management's prepared remarks, we will hold a
                      question and answer session. To ask a question, please
                      press star followed by one on your touch-tone phone. If
                      anyone has difficulty hearing the conference, please press
                      star 0 for operator assistance. As a reminder, this
                      conference is being recorded today, July 2, 2007.

                      I would now like to turn the conference over to Steve
                      Jones, vice president of Investor Relations at
                      Consolidated Communications. Please go ahead Mr. Jones.

Stephen Jones:        Thank you Kerry, and good morning everyone. And thank
                      you for joining us today, on the call to announce that we
                      have reached a definitive agreement to acquire North
                      Pittsburgh Systems.

                      As Kerry said, I'm Steve Jones, vice president
                      investor relations. And with us on the call today are Bob
                      Currey, president and chief executive officer, and Steve
                      Childers, chief financial officer. Earlier today we posted
                      a presentation on our website in the investor relations
                      section of

                      Bob and Steve will walk through the presentation in a
                      bit, and then we will open it up for Q&A.

                      Before I turn the call over to Bob, let me read the
                      following. This material is not a substitute for the
                      prospectus and proxy statement Consolidated Communications
                      Holdings and North Pittsburgh Systems will file with the
                      Securities and Exchange Commission.

                      Investors are urged to read the prospectus and proxy
                      statement, which will contain important information,
                      including detailed risk factors when it becomes available.
                      The prospectus and proxy statement and other documents,
                      which will be filed by Consolidated Communications
                      Holdings and North Pittsburgh Systems with the Securities
                      and Exchange Commission, will be available free of charge
                      at the SEC's website, or by directing your
                      request to either company. The company's appropriate
                      addresses were provided in this morning's release.

                      The final prospectus and proxy statement will be mailed to
                      shareholders of North Pittsburgh Systems. This
                      communication shall not constitute an effort to sell, or
                      the solicitation of an offer to buy securities, nor shall
                      there be any sale of securities in any jurisdiction in
                      which such offer, solicitation, or sale would be unlawful
                      prior to registration or qualification under the
                      securities laws of such jurisdiction. Consolidated
                      Communications Holdings and North Pittsburgh Systems and
                      certain of their respective directors, executive officers,
                      and other members of management, and employees, are
                      participant in the solicitation of proxies in connection
                      with the proposed transactions.

                      Information about the directors and executive officers of
                      Consolidated Communications Holdings is set forth in the
                      proxy statement filed in connection with their 2007 annual
                      meeting. Information about the directors and executive
                      officers of North Pittsburgh Systems is set forth in the
                      company's Annual Report on Form 10 K for the year ended
                      December 31, 2006, as amended.

                      Investors may obtain additional information regarding the
                      interests of such participants in the proposed transaction
                      by reading the prospectus and proxy statement for such
                      proposed transactions when it becomes available.

                      I will now turn the call over to Bob.

Robert Currey:        Hey, good morning. I hope you are still awake after that
                      long introduction there. I want to thank you for joining
                      us this morning on such short notice. We are very pleased
                      to share with you our exciting announcement and

                      Why is this acquisition important to Consolidated? Every
                      call with you always seems to end with M&A questions. And
                      as you've heard me say many times in the past, we are
                      comfortable with our current size and don't have to do
                      anything to support our dividend.

                      However, if we find an attractive property, at the right
                      price, that meets the rest of our criteria -- quality of
                      network, ability to integrate, operating synergies, and
                      cash flow accretive, we would pursue it.

                      North Pittsburgh does fully meet our acquisition criteria,
                      and will be a great addition to our Illinois and Texas
                      properties. We have never been better positioned,
                      operationally or financially, to grow through acquisition.

                      So let me begin on Slide number 5. This transaction
                      expands Consolidated's footprint. North Pittsburgh
                      currently provides an ILEC service, edge out CLEC, and
                      Internet services. They have an extensive 300 fiber mile
                      network, and as of March 31st this year, they were serving
                      over 61,000 ILEC access lines, 66,000 CLEC, and 16,300 DSL

                      One of the real keys to this acquisition though is the
                      advanced network. The network investment has been made.
                      This property has over -- or will have, by the end of the
                      year, over 95% of their local loops will be less than five
                      thousand feet. I think that is industry-leading. So the
                      CAPEX has been spent, and it will enable us to roll out
                      IPTV in 2008.

                      There's also an opportunity to grow the products we
                      (unintelligible) increased penetration and improve
                      customer retention.

                      But most importantly, it also improves our dividend payout
                      ratio through operating efficiencies and driving annual
                      cash synergies.

                      There are strong cash flows from wireless partnerships,
                      similar to our Texas properties, and most importantly,
                      it's cash flow accretive in the first full year of
                      operations. This is a good transaction for Consolidated
                      for those reasons.


                      So let's now flip to Slide 6 and look at a map of the
                      territory. The dark green is the ILEC. The light green is
                      the CLEC. Over the last 12 months, North Pitt has
                      generated about 100 million in revenue, and 45 million in
                      adjusted EBITDA from this territory. It currently has
                      about 300 employees.

                      The ILEC territory is directly north of Pittsburgh. The
                      CLEC primarily edges out into the Pittsburgh metro area.
                      We actually have admired their approach. They've
                      experienced nice growth. They have been big pipes, and
                      they have the financial discipline on their payback

                      In addition, we know the CLEC business very well. In the
                      '90s, we were the first facilities-based CLEC provider in
                      Illinois. And our senior management team has significant
                      experience in CLEC operations.

                      This ILEC property is contiguous, surrounded by CLEC, easy
                      to serve efficiently. For those of you who follow our
                      story, you are familiar with the slide on our criteria. So
                      now let's go to Slide 7 and talk for a moment about our
                      criteria and how does North Pitt match with our criteria?

                      I've also said, besides the criteria, I've also said that
                      for us to go into another state, we would need something
                      -- a minimum of 50,000 lines. So these affluent markets
                      with growth potential meet that 50,000 line criteria.

                      The CLEC is an edge out CLEC strategy. It builds the
                      brand, enhances the targeting of business customers with
                      multiple locations, and helps insulate the ILEC.

                      I mentioned the quality of the network. Ninety-nine
                      percent of the access lines are DSL capable today, and
                      with limited CAPEX, we will be ready to launch video.

                      They have an existing host remote architecture, very
                      similar to the consolidated architecture. And their most
                      recent focus on shortening loops will allow us to
                      (unintelligible) deploying fiber deeper into their

                      We have substantial diligence on North Pitt. We have a
                      good understanding of their current processes and their
                      current structure. And feel very comfortable that we will
                      be able to integrate the business, and leverage our proven
                      processes when we -- that we have built while integrating
                      Illinois and Texas. We would expect to realize the full
                      synergies savings after Year Two.

                      So what is our strategy for North Pitt on Slide 8? Well
                      frankly, it's the same as Illinois and Texas. You've heard
                      all of this before. Its grow revenue, launch IPTV,
                      aggressively market broad band, lead with our DSL product,
                      and bundle the triple play.

                      We will retain customers. They have had significant line
                      loss with the recent cable launch of their voice products,
                      we feel that spike is behind us. We will leverage North
                      Pitt's new pricing in bundling strategy. We will create a
                      stickiness with our existing products. And again,
                      leveraging the triple play offer. And built on their
                      initiatives of implementing the best customer care and
                      community involvement practices from companies. Very
                      similar philosophies.

                      We feel confident in our ability to improve the margins.
                      We will move to a more functional structure. The
                      Consolidated team has experience successfully integrating
                      properties. And as you will note on Slide 9, we have a
                      road map to pull cost out of the business.

                      Synergies. Slide 9. As with all transactions, synergies
                      are the key. The team that performs our extensive due
                      diligence is our operations team. They are the same people
                      who made the projections, and they will be held
                      accountable for implementation. Exactly as we did in our
                      integrations of Illinois and Texas.

                      We feel comfortable with our synergy projections. We've
                      done it before. We will use the same proven processes we
                      used with previous acquisitions. We will set up an
                      integration office to oversee the project. It will be
                      restructured and designed to insure we meet or beat
                      initial projections for both revenue growth and cost
                      synergies. The ultimate plan will be built from the
                      bottoms up, and we will leverage the best practices from
                      both companies.

                      We have already completed our high level, first six
                      quarter plan. And detailed monthly plans and timelines are
                      being produced.

                      The integration team will provide a readout, at least
                      monthly, at my staff meetings and we will update you
                      quarterly on our progress. So to give you the transaction
                      summary highlights, let me turn the call over to Steve
                      Childers, our CFO.

Steven Childers:      Thanks, Bob. On Page 10, I am pleased to briefly review
                      the key terms of our transaction. We will be financing the
                      deal with a combination of cash, stock, and modest
                      increase in our leverage.

                      Total consideration will be 80% cash, 20 percent stock.
                      The stock component is a fixed exchange ratio, no caps,
                      no collars. And, based on Friday's closing, represents a
                      17.6% premium on annum LTM adjusted basis, the multiple of
                      6.6 times after synergies -- after the first full year of
                      synergies we think is a fair and reasonable transaction,
                      based on prior deals that have been recently been

                      At close, on a pro-forma basis, we would expect to be --
                      our leverage to go to 4.4 times on a net debt basis for
                      the last 12 months.

                      And then on Page 11, the next steps for the transaction,
                      basically the deal requires approval from North Pittsburgh
                      shareholders, and our work starts today on obtaining the
                      necessary regulatory approvals from the SEC Pennsylvania
                      State Commission, Hart - Scott - Rodino. And we would
                      expect to complete the transaction, either in the fourth
                      quarter 2007, or early first quarter 2008. Bob?

Robert Currey:        So in summary, on Slide 12, this acquisition
                      expands our footprint with affluent markets similar to our
                      Kathy and Conroe Texas markets. Provides an advanced
                      network that can easily be leveraged to roll out new
                      broadband products, such as our IPTV product. It provides
                      the opportunity to increase product penetration and
                      improve customer retention. And importantly, it improves
                      our financial profile and meets all of our stated
                      acquisition criteria.

                      We are very excited about this opportunity, and look
                      forward to working with our peers at North Pitt start this

                      So with that, Kerry, let's open it up to the audience
                      for questions.

Operator:             Ladies and gentlemen, if you wish to register for a
                      question for today's question and answer session, you will
                      need to press star then the No. 1 on your telephone. You
                      will hear a prompt to acknowledge your request.

                      If your question has been answered and you wish to
                      withdraw your question, you may do so by pressing star
                      then the number 2. If you are using a speaker phone,
                      please pickup your handset before entering your request.
                      Again, we request that if you have pressed star one to ask
                      a question before this time, please press it once more to
                      insure that you enter into the queue. One moment please
                      for the first question.

                      Our first question is from Tom Seitz of Lehman
                      Brothers. Please go ahead with your question.

Tom Seitz:            Thanks for taking the question.

                      It's been a bit of a busy day in telecom this morning. But
                      I was wondering if you could share with us what, sort of
                      the operational trends have been at North Pittsburgh?

                      You alluded to the fact that access line losses have been
                      high. Can you just sort of delve into that a little bit
                      more and talk about, you know, what the access online
                      trends have been, both at the ILEC and CLEC and when
                      competition came in, etc.

                      And then just another quick follow-up. Can you talk us
                      through what the approval process will be with
                      Pennsylvania PUC?

Robert Currey:        Yeah, good morning, Tom, and thanks for the question.
                      The... You know, operationally, just an overall general
                      comment. This is a solid company with a very strong
                      service ethic. And obviously, high priority with their
                      network. It's as good a network... I'm very proud of our
                      network and our short loops and the condition of our
                      copper, as you have heard me talk about in the past. This
                      is just as good, if not better. They've done a great job
                      and we are looking forward to that.

                      Regarding the access line loss rate, prior to the launch
                      of the cable companies, North Pitt historically was among
                      the industry leaders in low access line erosion. You know,
                      in 2003 it was 2.7. In 2004 it was between three and four
                      percent; 2005 it was 2.1%.

                      Last summer when the cable companies launched they
                      certainly experienced this spike in line loss and have
                      since then. Based on our analysis and diligence work we
                      believe the line loss will moderate significantly in the
                      future. It averaged 10.1 by the way for 2006. But the low
                      fr... - the low hanging fruit is gone. North Pitt has
                      responded on pricing and broadband offerings. We believe
                      that by leveraging the new pricing and bundling strategy
                      that they recently put in place, launching video and
                      promoting the Triple Play we'll have the competitive offer
                      to be able to mitigate that line loss going forward. And
                      we're confident that we can do that.

                      Regarding I think the latter - the last part of your
                      question there, the Pennsylvania (PUC), you know, we
                      launched calls to them this morning, Tom, and hope to meet
                      this week or early next week if they can't meet with us
                      this week to introduce ourselves and, you know, we're
                      confident that with our reputation in Illinois and Texas
                      we'll be able to assure them that we're the right company
                      to acquire North Pitt.

Tom Seitz:            Okay great. If I may, one other follow-up - can you
                      describe the CLEC in a bit more detail? I mean is it a
                      small business based, you know, UNE-L or UNE-resell or
                      is it fiber based, is it, you know, can you walk us
                      through some of the details there?

Robert Currey:        Yeah well I think the first and most important
                      detail is it's cash flow positive. It's a good - it's a
                      good business. It is facility based, no UNEs. As I said
                      it insulates the ILEC with the brand location. It gives us
                      multiple locations for customer support. This is big pipe.
                      This is Ethernet kind of stuff, Tom. This is - we've been
                      impressed with the way they operate it and their edge out
                      strategy. It's all fibers to the colos. It averages nine
                      lines per customer so this is not a one and two line. We
                      think that's the appropriate way to go. And, you know, as
                      I mentioned we have significant senior level CLEC

                      And, you know, while there are some UNEs they're moving
                      up on that so it's a - we think it's a well run operation,
                      not only well run but strategically they've had the right
                      game plan.

Tom Seitz:            Okay great, congratulations on the deal.

Robert Currey:        Thank you, Tom.

Operator:             Your next question comes from Jonathan Chaplin of JP
                      Morgan. Please go ahead with your question.

Jonathan Chaplin:     Good morning guys, congratulations. I just had
                      two quick questions. Firstly the price that you guys are
                      getting here looks relatively attractive at least from our
                      perspective. I'm wondering if it was a competitive process
                      at all, you know, it's - if - I mean it seems like the -
                      that these lines are sort of close in proximity to some of
                      the other RLECs out there that have been going after -
                      that have been going after acquisitions. So, you know, I'm
                      surprised that you guys got as good a deal as you did
                      give, you know, some other guys are more proximate.

                      And then secondly if I'm looking at it correctly it looks
                      like on an (after synergies) basis it's sort of 12 - 13%
                      accretive sort of in 2009 and if I bake that into my old
                      model it would bring the payout ratio down to sort of 63 -
                      62 - 63%. Given that in the past you've been comfortable
                      with a payout ratio or up around sort of 75% is there a
                      prospect if the payout ratio does come down that far that
                      you guys would increase the dividend? Thanks.

Steven Childers:      Jonathan, thank you for your questions. Let's
                      take - go back to the first one. Compared to - with this
                      competitive process it was not a formal auction process
                      but we do believe that the proc - that the Company over
                      time had, you know, considered different alternatives, had
                      informally seen what was available in the market place.
                      We've been talking to them awhile - for awhile.

                      We got serious about this in May when talks really, you
                      know, started coming to fruition and as Bob said we did
                      detail - have done detailed diligence over the last
                      several weeks and we think that we're ending up relative
                      to price, you know, really represents a fair premium for
                      the business - the potential synergies though that we'll
                      be able to get from the business and again we think it's a
                      fair deal particularly compared to some of the multiples
                      that have recently been announced. So we're pleased with
                      the price and we think it's a fair deal.

                      Relative to the payout ratio, you know, we're not giving
                      guidance on the numbers. You said we've been comfortable
                      where we've operated at in a 75 to 80% ratio. The deal is
                      accretive to us. You know, it might not be exac... - the
                      payout ratio might not get down into the early - low 60s
                      as you indicated maybe that fast but we do think it will
                      have a significant impact on the payout ratio over time.

                      And I think we just need to see how quickly we move on
                      getting our integration plan done. Synergy is getting our
                      organization aligned and before we really comment further
                      on what we might do with additional excess cash and things
                      like that.

Jonathan Chaplin:     Great, thank you very much.

Operator:             Your next question comes from Michael Rollins of
                      Citigroup. Please go ahead with your question.

Michael Rollins:      Hi, good morning. Just a couple questions; first
                      I guess these - this market is very different than what
                      you historically had where, you know, when you've launched
                      the IPTV products you did it early in on the Triple Play
                      and you've had less aggressive cable competition. And I
                      guess here they're seeing accelerating line losses to the
                      first quarter of 07. And so I was wondering if you could
                      talk a little bit about, you know, how you're going to
                      approach these markets differently and how you're looking
                      at the trough of share loss from a telephony perspective
                      for the incumbent phone business.

                      The second question I had was can you just give us the
                      sense of how you feel the forward 07 EBITDA numbers look
                      like for the full year before and after what would be the
                      proposed synergy. Just tell - it just seems like, you
                      know, if you look at the EBITDA and I'm just going off the
                      reported financials - EBITDA was dropped about 15% year
                      over year in the first quarter of 07 and so I'm just
                      trying to get a better understanding as we exit 07 as you
                      look to close the transaction end of this year into 08 how
                      we should be thinking about the cash flow contribution to
                      the consolidated business. Thank you.

Robert Currey:        Yeah Michael, let me take the first part of that
                      and hand the second off to Childers. I guess I would not -
                      I would not categorize that we've had less competition
                      than they have. You know, we had an aggressive launch and
                      we've had, you know, all the big players launch their
                      broadband product. We've been competing for a number of
                      years there. So I think we're prepared for that type of

                      To your main point though about they launched before we
                      will launch our Triple Play, that's absolutely correct.
                      But the advantage to that is as those of us who've
                      launched early we've got a more mature stable product now.
                      We've got a network that's in great shape and we'll be
                      able to launch much more aggressively than we did in both
                      Illinois and Texas.

                      HD recently came online and DVR are coming later in the
                      year, both excellent enhancements to our product. So along
                      with the technical improvements that we've made in the
                      product we're also much better at delivering it, the
                      install, the customer care, the follow up, the marketing
                      and sales activity. The last couple of years being in that
                      business we've learned a lot of lessons. So, you know, and
                      because of the launch in Texas we have experience now in
                      metro markets. So we're confident about our ability to add
                      that Triple Play, add it quickly. So with that let me give
                      it to Steve on the financial part of that question.

Steven Childers:      Okay, Mike thanks for your question and I'm not
                      sure I caught all of it so let me try it and if I don't
                      get it come back to me. On an adjusted basis - on an LTM
                      basis through the end of the first quarter we are taking
                      their reported numbers to - and just consistent with how
                      we report cash distributions from sell partnerships we're
                      adding those numbers then they're averaged roughly on an
                      LTM basis was about $8.3 million.

                      And also at the end of the first quarter they ranked
                      relative to some restructuring charges with an early
                      retirement and pension plan re-measurements. They took
                      like a restructuring charge of about $6-1/2 million. You
                      know, we're adding that back as a one-time event. So we're
                      getting this sort of a mid $44 - $45 million EBITDA
                      contribution before synergies.

Michael Rollins:      Okay and then - thanks - and then do you expect
                      those to decline through 07 to continue at the pace it was
                      in the first quarter? Is that something as we're thinking
                      about the cash contribution from this business that 07 is
                      a tough year and then in 08 you start putting back your

Steven Childers:      Well we actually expect in 07 to start seeing
                      some improvement later this year. I mean as Bob talked
                      about earlier in the access - just from an access line
                      perspective we believe that we'll - that we will see some
                      improvement in just the performance of the business from
                      an access line perspective the rest of the year. They
                      already have several cost restructuring initiative in
                      play. We think we'll start seeing some uplift in those
                      business - from those initiatives over the last remainder
                      of the year. So we think we'll see some improvement the
                      rest of this year before we start talking about our
                      synergy numbers.

Robert Currey:        Okay, And Michael, they've also responded. They've
                      sharpened their product offerings. They've bundled -
                      they've come up with some fairly creative bundles on
                      rolling in a line charge with access charges, the SLC
                      etc. and they're doing some creative innovative things on
                      the marketing side. So we do - we do think - like all when
                      they first launch you get that spike. You have it for two
                      or three quarters and then, you know, then you get that
                      behind you, you find your legs and you move on.

Michael Rollins:      Thank you very much.

Operator:             Once again Ladies and Gentlemen as a reminder to register
                      for a question, please press star then the number 1 on
                      your telephone.

                      Your next question comes from the line of Charles Smith
                      of North Pitt Capital. Please go ahead with your question.

Charles Smith:        Yes, good morning. Thanks for taking my call. Armstrong's
                      been very aggressive just recently especially in trying to
                      push their IP telephony product. You lay out $7 to $11
                      million in OPEX synergies. Is that in year 2?

Steven Childers:      The $7 million in synergies is basically first full year
                      of operations.

Charles Smith:        Okay, so that would basically be Calendar `08, you expect?

Steven Childers:      Yes. That's - that's probably a fair way to look at it.
                      And that, I mean, that's also including whatever we need
                      to do to launch our video product as well.

Charles Smith:        Okay so you expect to be able to launch video, marketing,
                      all in cost and still save $7 to $11 million in OPEX.

Steven Childers:      Yes sir.

Charles Smith:        Okay I'm just having a hard time. Maybe you can explain
                      how you would do that.

Robert Currey:        Well we're not going to, you know, we're not prepared to
                      go into line item detail on where those synergies come
                      from. But I think if you - if you look at the most recent
                      deals and you look at some of the multiples of synergies
                      that have been forecasted against either revenue, revenue
                      of the acquired company, combined companies, or EBITDA
                      these numbers are right in the sweet spot. And again we
                      sent a very large and detailed due diligence team to
                      Pittsburgh and as I mentioned we've got the first six
                      quarters pretty well outlined right now and filling in the
                      detail behind that. We're very confident that we can
                      achieve those numbers.

Charles Smith:        Okay I'm just sort of reflecting some of the other
                      concerns I've felt - heard on the call with regard to
                      North Pittsburgh just getting started in the video realm.

Robert Currey:        Yeah well, you know, they haven't started in the
                      video. They've got - they've shortened their loops and
                      they've made the investment which is critical to launching
                      the IPTV product but, you know, they haven't - they
                      haven't ordered ahead and they haven't ordered the
                      service. We've done that a couple times. We're very good
                      at that. We have a track record at implementations and
                      integrations and have met or exceeded all of our past
                      goal. And I'm very confident. One thing this team does is
                      execute very well.

Charles Smith:        Thank you.

Operator:             Once again to register for a question, please press star
                      then the number 1 on your telephone. We'll pause for just
                      a moment to compile the Q&A roster.

                      There are no further questions at this time. Please
                      proceed with your presentation or any closing remarks.

Robert Currey:        Well thank you Kerry. And again thank all of you
                      for joining us as I said on short notice this morning on a
                      very busy Monday morning. And I want to continue - I want
                      to thank you for your continued interest and support of
                      our Company. We - as you've heard this morning we're
                      excited about this acquisition. We're excited about our
                      current position and opportunities and we look forward to
                      getting out and meeting with you face to face and updating
                      you on the progress.

                      So thanks again and have a great day.

Operator:             Ladies and Gentlemen, that concludes your Conference Call
                      for today. We thank you for your participation and ask
                      that you please disconnect your lines.

                                    ## END ##

Safe Harbor

Any statements other than statements of historical facts, including statements
about management's beliefs and expectations, are forward-looking statements and
should be evaluated as such. These statements are made on the basis of
management's views and assumptions regarding future events and business
performance. Words such as "estimate," "believe," "anticipate," "expect," and
similar expressions are intended to identify forward-looking statements.
Forward-looking statements (including oral representations) involve risks and
uncertainties that may cause actual results to differ materially from any future
results, performance or achievements expressed or implied by such statements.
These risks and uncertainties include the ability of Consolidated Communications
Holdings, Inc. (the "Company") to complete the acquisition, successfully
integrate the operations of North Pittsburgh Systems, Inc. ("North Pittsburgh")
and realize the synergies from the acquisition, as well as a number of other
factors related to the businesses of the Company and North Pittsburgh, including
various risks to stockholders of not receiving dividends and risks to the
Company's ability to pursue growth opportunities if the Company continues to pay
dividends according to the current dividend policy; various risks to the price
and volatility of the Company's common stock; the substantial amount of debt and
the Company's ability to incur additional debt in the future; the Company's need
for a significant amount of cash to service and repay the debt and to pay
dividends on the Company's common stock; restrictions contained in the Company's
debt agreements that limit the discretion of management in operating the
business; the ability to refinance the existing debt as necessary; regulatory
changes, rapid development and introduction of new technologies and intense
competition in the telecommunications industry; risks associated with the
Company's possible pursuit of acquisitions; economic conditions in the Company's
and North Pittsburgh's service areas in Illinois, Texas and Pennsylvania; system
failures; losses of large customers or government contracts; risks associated
with the rights-of-way for the network; disruptions in the relationship with
third party vendors; losses of key management personnel and the inability to
attract and retain highly qualified management and personnel in the future;
changes in the extensive governmental legislation and regulations governing
telecommunications providers and the provision of telecommunications services;
telecommunications carriers disputing and/or avoiding their obligations to pay
network access charges for use of the Company's network; high costs of
regulatory compliance; the competitive impact of legislation and regulatory
changes in the telecommunications industry; and liability and compliance costs
regarding environmental regulations. These and other risks and uncertainties are
discussed in more detail in the Company's and North Pittsburgh's filings with
the Securities and Exchange Commission, including our respective reports on Form
10-K and Form 10-Q.

Many of these risks are beyond management's ability to control or predict. All
forward-looking statements attributable to the Company, North Pittsburgh or
persons acting on behalf of each of them are expressly qualified in their
entirety by the cautionary statements and risk factors contained in this
communication and the companies' filings with the Securities and Exchange
Commission. Because of these risks, uncertainties and assumptions, you should
not place undue reliance on these forward-looking statements. Furthermore,
forward-looking statements speak only as of the date they are made. Except as
required under the federal securities laws or the rules and regulations of the
Securities and Exchange Commission, we do not undertake any obligation to update
or review any forward-looking information, whether as a result of new
information, future events or otherwise.