logo
              logo
   **Consolidated
                    Contact:**
                **North
                    Pittsburgh Contact:**Stephen
                    Jones
                Allen
                    KimbleVice
                    President - Investor Relations
                Senior
                    Vice President217-258-9522
                724-443-9583investor.relations@consolidated.com
  **Consolidated
        Communications Reaches a Definitive Merger Agreement to Acquire North Pittsburgh
        Systems, Inc. for $375.1 Million**


**-
      Expands Consolidated’s Markets by Adding over 127,000 Access Line Equivalents
      -**


**-
      Free Cash Flow Accretive in First Year -**


**-
      Maintains Current Dividend and Improves Payout Ratio -**





Mattoon,
      IL and Gibsonia, PA – July 2, 2007 – Consolidated Communications Holdings, Inc.
      (Nasdaq: CNSL) announced today that it has entered into a definitive agreement
      to acquire North Pittsburgh Systems, Inc. (Nasdaq: NPSI) for $25 per share
      in a
      taxable cash and stock transaction with a total consideration of $375.1 million,
      based on Consolidated’s June 29, 2007 closing price.  This represents
      a 17.6 percent premium over North Pittsburgh’s closing price on June 29,
      2007.  North Pittsburgh shareholders may elect to exchange each share
      of North Pittsburgh common stock for either $25 in cash or 1.1061947 shares
      of
      Consolidated common stock, subject to proration so that 80 percent of the North
      Pittsburgh shares will be exchanged for cash and 20 percent for stock. The
      share
      exchange ratio is fixed and is not subject to any collars.





Consolidated
      intends to finance the cash portion of the purchase price with debt and cash
      on
      hand.    Consolidated has obtained a commitment for the
      financing necessary to complete the transaction from Wachovia Bank,
      N.A.  Wachovia Securities is also Consolidated’s financial advisor on
      this transaction and has rendered a fairness opinion in connection with the
      transaction to the Board of Directors of Consolidated.





On
      a pro
      forma basis, for the twelve months ending March 31, 2007, the combined company
      would have had revenues of approximately $425.5 million, 293,400 ILEC access
      lines, 66,300 CLEC access line equivalents, 72,200 DSL subscribers and 1,400
      employees.





“The
      North Pittsburgh team has established a strong reputation with its customers
      and
      in the communities it serves,” said Bob Currey, Consolidated’s president and
      chief executive officer. “North Pittsburgh delivers an attractive market, a
      strong network, and a history of success, providing a solid foundation on which
      we can build. Consolidated has a proven track record of combining
      telecommunications properties and achieving efficiencies for the combined
      company.  We believe North Pittsburgh will be an excellent complement
      to our Illinois and Texas operations.”





“For
      the
      past 101 years, we have focused on building a high quality integrated
      telecommunications business in Western Pennsylvania,” said Harry Brown,
      president and chief executive officer.  “Consolidated is a leader in
      delivering innovative products, such as IPTV, to its markets and we believe
      this
      merger provides an exciting opportunity to expand upon our existing offerings.
      In addition, we are confident Consolidated’s customer focus will benefit both
      our customers and shareholders.”





The
      acquisition is not subject to a financing condition and is expected to close
      either in the fourth quarter of 2007 or first quarter of 2008, subject to
      certain customary conditions, including approvals from federal and state
      regulators and North Pittsburgh’s shareholders.  North Pittsburgh will
      pay its





regular
      July dividend and expects to pay its regular dividend in October, but has agreed
      not to pay further dividends.  North Pittsburgh expects to call a
      shareholders meeting for Fall 2007, at which this transaction will be submitted
      to North Pittsburgh’s shareholders for approval and the company will hold its
      2007 annual meeting for the election of directors and other
      matters.  Approval by Consolidated’s shareholders is not
      required.





**Strategic
      Rationale**


With
      the
      acquisition of North Pittsburgh, Consolidated adds growing, affluent markets
      that are supported by an advanced network.  The network can be
      leveraged to increase the penetration of broadband products and, with limited
      capital investment, to rollout video service. Approximately 99 percent of North
      Pittsburgh access lines are currently DSL capable and Consolidated expects
      to
      launch its video product in the Western Pennsylvania markets in
      2008.  Upon close of the transaction, Consolidated expects to realize
      both annual operating and capital synergies.  Operating synergies are
      estimated at approximately $7.0 million in 2008 and approximately $11.0 million
      in 2009 and beyond.  Capital synergies are estimated at approximately
      $3.0 million in 2008 and $6.0 million in 2009 and beyond.  In
      addition, Consolidated estimates the transaction will be accretive to cash
      flow
      by approximately 6.0 percent (which Consolidated tracks as cash available to
      pay
      dividends), after synergies, in the first full year of operations.





**North
      Pittsburgh Operating Statistics at March 31, 2007**


·
            ILEC
                lines were 61,500.


·
            CLEC
                access line equivalents were
                66,300.


·
            DSL
                subscribers were 16,300.





**Conference
      Call Information**


Consolidated
      will host a conference call today, July 2, 2007 at 10:00 a.m. Central Time
      to
      discuss the acquisition.  The call is being webcast and both the
      slides and webcast can be accessed from the “Investor Relations” section of the
      company’s website at http://www.consolidated.com.  The webcast
      will also be archived on the company’s website.  If you do not have
      internet access, the conference call dial-in number is
      1-800-642-1783.  International parties can access the call by dialing
      1-706-679-5600.  A telephonic replay of the conference call will also
      be available starting two hours after completion of the call until July 5,
      2007
      at midnight Eastern Time.  To hear the replay, parties in the United
      States and Canada should call 1-800-642-1687 and international parties should
      call 1-706-645-9291 and enter pass code 5047553.





**Other
      Information**


Evercore
      Group L.L.C. is North Pittsburgh’s financial advisor and rendered a fairness
      opinion to North Pittsburgh. Hughes Hubbard & Reed LLP and Thomas, Thomas,
      Armstrong & Niesen acted as legal counsel to North Pittsburgh. Schiff Hardin
      LLP acted as legal counsel to Consolidated.






**Safe
      Harbor**


Any
      statements other than statements of historical fact, 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 Consolidated’s ability to complete the acquisition,
      successfully integrate North Pittsburgh’s operations and realize the synergies
      from the acquisition, as well as a number of other factors related to the
      businesses of Consolidated and North Pittsburgh, including  various
      risks to shareholders of not receiving dividends and risks to Consolidated’s
      ability





to
      pursue
      growth opportunities if Consolidated continues to pay dividends according to
      the
      current dividend policy; various risks to the price and volatility of
      Consolidated’s common stock; the substantial amount of debt and Consolidated’s
      ability to incur additional debt in the future; Consolidated’s need for a
      significant amount of cash to service and repay the debt and to pay dividends
      on
      the common stock; restrictions contained in the 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 Consolidated’s possible
      pursuit of acquisitions; economic conditions in the Consolidated and North
      Pittsburgh 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 Consolidated’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 Consolidated’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 Consolidated,
      North Pittsburgh or persons acting on behalf of them are expressly qualified
      in
      their entirety by the cautionary statements and risk factors contained in this
      press release 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, Consolidated and North Pittsburgh do not undertake any obligation
      to
      update or review any forward-looking information, whether as a result of new
      information, future events or otherwise.




**Prospectus/Proxy
      Statement**




This
      material is not a substitute for the prospectus/proxy statement Consolidated
      Communications Holdings, Inc and North Pittsburgh Systems, Inc. will file with
      the Securities and Exchange Commission. **Investors are urged to read the
      prospectus/proxy statement, which will contain important information, including
      detailed risk factors, when it becomes available**. The prospectus/proxy
      statement and other documents which will be filed by Consolidated Communications
      Holdings, Inc. and North Pittsburgh Systems, Inc. with the Securities and
      Exchange Commission will be available free of charge at the SEC's website,
      www.sec.gov, or by directing a request when such a filing is made to
      Consolidated Communications, 121 South 17th Street,
      Mattoon,
      IL 61938, Attention: Investor Relations; or to North Pittsburgh Systems, Inc.,
      4008 Gibsonia Road, Gibsonia, Pennsylvania 15044, Attention: Investor Relations.
      The final prospectus/proxy statement will be mailed to shareholders of North
      Pittsburgh Systems, Inc.




This
      communication shall not constitute an offer 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.









**Proxy
      Solicitation**




Consolidated
      Communications Holdings, Inc and North Pittsburgh Systems, Inc., and certain
      of
      their respective directors, executive officers and other members of management
      and employees are participants in the solicitation of proxies in connection
      with
      the proposed transactions. Information about the directors and executive
      officers of Consolidated Communications Holdings, Inc. is set forth in the
      proxy
      statement for Consolidated Communications Holdings, Inc.’s 2007 annual meeting
      of shareholders. Information about the directors and executive officers of
      North
      Pittsburgh Systems, Inc. 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 transactions by reading the prospectus/proxy statement for such
      proposed transactions when it becomes available.




**About
      Consolidated Communications Holdings, Inc.**


For
      more
      information please visit http://ir.consolidated.com.




**About
      North Pittsburgh Systems, Inc.**


For
      more
      information please visit
      http://www.northpittsburgh.com/relations.asp.