**AGREEMENT
      AND PLAN OF MERGER**




**by
      and among**




**NORTH
      PITTSBURGH SYSTEMS, INC.,**




**CONSOLIDATED
      COMMUNICATIONS HOLDINGS, INC.**




**and**




**FORT
      PITT ACQUISITION SUB INC.**




**Dated
      as of July 1, 2007**














**TABLE
      OF
      CONTENTS**


**Page**


ARTICLE
                I
              DEFINITIONSSection
                1.1.  Certain Definitions
            2Section
                1.2.  Certain Other
                Definitions
            7ARTICLE
                II
              THE
                MERGERSection
                2.1.  The Merger
            9Section 2.2.  Closing
            9Section 2.3.  Effective
                Time
            9Section 2.4.  Articles
                of Incorporation and By-laws of the Surviving
                Corporation
            9Section 2.5.  Directors
                and Officers of the Surviving
                Corporation
            10Section 2.6.  Proxy
                Statement/Prospectus; Parent Registration Statement;
                Company Shareholders’ Meeting
            10ARTICLE
                III
              TREATMENT
                OF SECURITIESSection 3.1.  Conversion
                of Capital Stock
            12(a)  Common
                Stock of Merger Sub
            12(b)  Cancellation
                of Certain Company Common
                Stock
            12(c)  Conversion
                of Company Common Stock
            12(d)  No
                Fractional Shares
            13(e)  Adjustments
            13Section
                3.2.  Election Procedures
            14Section
                3.3.  Proration
            15(a)  Cash
                Conversion Number
            15(b)  If
                Cash Election Number Equals or Exceeds the Cash Conversion
                Number
            15(c)  If
                Cash Election Number Is Less Than the Cash Conversion
                Number
            16











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Section 3.4.  Delivery
                of the Merger Consideration
            17(a)  Deposits
                with Exchange Agent
            17(b)  Exchange
                Procedures
            17(c)  Dividends
                and Distributions
            18(d)  Transfer
                Books; No Further Ownership Rights in
                Shares
            18(e)  Termination
                of Fund; No Liability
            18(f)  Lost,
                Stolen or Destroyed Certificates
            19(g)  Withholding
                Taxes
            19ARTICLE
                IV
              REPRESENTATIONS
                AND WARRANTIES OF THE
                COMPANYSection 4.1.  Corporate
                Organization
            20Section 4.2.  Capitalization
            20Section 4.3.  Authority
            21Section 4.4.  Consents
                and Approvals; No Violations
            22Section 4.5.  SEC
                Documents; Financial Statements; Undisclosed
                Liabilities
            22Section 4.6.  Absence
                of Certain Changes or Events
            24Section 4.7.  Litigation;
                Other Proceedings
            25Section 4.8.  Personal
                Property; Real Property
            25Section 4.9.  Taxes
            26Section 4.10.  Licenses
            27Section 4.11.  Compliance
                with Laws
            27Section 4.12.  Employee
                Benefits
            27Section 4.13.  Contracts
            29Section
                4.14.  Environmental Laws and
                Regulations
            30Section
                4.15.  Labor Relations
            31Section
                4.16.  Intellectual Property
            31Section
                4.17.  Insurance
            32Section
                4.18.  Transactions with
                Affiliates
            32





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Section
                4.19.  Rights Agreement; Restrictions on
                Business Combinations
            32Section 4.20.  Opinion
                of Financial Advisor
            32Section 4.21.  Broker’s
                Fees
            32Section
                4.22.  No Other Representations or
                Warranties
            32ARTICLE
                V
              REPRESENTATIONS
                AND WARRANTIES
              OF
                PARENT AND MERGER SUBSection 5.1.  Corporate
                Organization
            33Section 5.2.  Capitalization
            33Section 5.3.  Authority
            34Section 5.4.  Consents
                and Approvals; No Violations
            35Section 5.5.  SEC
                Documents; Financial Statements; Undisclosed
                Liabilities
            36Section 5.6.  Absence
                of Certain Changes or Events
            38Section 5.7.  Litigation;
                Other Proceedings
            38Section 5.8.  Taxes
            38Section 5.9.  Licenses
            39Section 5.10.  Compliance
                with Laws
            39Section 5.11.  Environmental
                Laws and Regulations
            39Section 5.12. Sufficient
                Funds
            40Section 5.13.  Merger
                Sub’s Operation
            40Section 5.14.  Ownership
                of Company Common Stock
            40Section 5.15.  Other
                Agreements
            40Section 5.16.  Broker’s
                Fees
            41Section
                5.17.  Employee Benefits
            41Section
                5.18.  Contracts
            41





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Section
                5.19.  No Other Representations or
                Warranties
            41ARTICLE
                VI
              COVENANTSSection 6.1.  Conduct
                of Businesses of Company Prior to the Effective
                Time
            42Section 6.2. Conduct
                of Businesses of Parent Prior to the Effective
                Time
            44Section 6.3.  No
                Solicitation
            45Section 6.4.  Publicity
            47Section 6.5.  Access
                to Information
            47Section 6.6.  Further
                Assurances; Regulatory Matters; Shareholder
                Litigation
            48Section 6.7.  Company
                Benefit Plans
            49Section 6.8.  Indemnification
                and Insurance
            50Section 6.9.  NASDAQ
                Approval
            52Section 6.10.  SEC
                Filings
            53Section 6.11.  Certain
                Obligations of Merger Sub
            53ARTICLE
                VII
              CONDITIONSSection 7.1.  Conditions
                to Each Party’s Obligations to Effect the
                Merger
            53(a)  Company
                Shareholder Approval
            53(b)  HSR
                Act; Certain Regulatory Approvals
            53(c)  Statutes
            53(d)  Injunctions
            53(e)  Parent
                Registration Statement
            53(f)  NASDAQ
                Approval
            54Section 7.2.  Additional
                Conditions to Obligation of Parent and Merger Sub
                to Effect the Merger
            54(a)  Performance
                of Obligations of the Company
            54(b)  Representations
                and Warranties
            54(c)  Closing
                Certificate
            54(d)  Company
                Required Statutory Approvals
            54





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Section 7.3.  Additional
                Conditions to Obligation of the Company to Effect
                the Merger
            54(a)  Performance
                of Obligations of Parent
            54(b)  Representations
                and Warranties
            55(c)  Closing
                Certificate
            55(d)  Parent
                Required Statutory Approvals
            55(e)  Accountants’
Comfort
                Letter
            55ARTICLE
                VIII
              TERMINATIONSection 8.1.  Termination
            55Section 8.2.  Effect
                of Termination
            57Section 8.3.  Company
                Termination Fee
            57ARTICLE
                IX
              MISCELLANEOUSSection 9.1.  Amendment
                and Modification
            58Section 9.2.  Extension;
                Waiver
            58Section 9.3.  Nonsurvival
                of Representations and
                Warranties
            58Section 9.4.  Notices
            59Section 9.5.  Counterparts
            60Section 9.6.  Entire
                Agreement; Third Party
                Beneficiaries
            60Section 9.7.  Severability
            60Section 9.8.  Governing
                Law
            61Section 9.9.  Binding
                Effect; Assignment
            61Section 9.10.  Schedules
            61Section 9.11.  Specific
                Performance
            61Section 9.12.  Submission
                to Jurisdiction; Waivers
            61Section
                9.13.  Expenses
            62





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Section 9.14.  Construction
                of Agreement
            62Section 9.15.  Merger
                Sub
            63











vi





**AGREEMENT
      AND PLAN OF MERGER**




AGREEMENT
      AND PLAN OF MERGER (this “Agreement”), dated as of July 1, 2007, by and
      among North Pittsburgh Systems, Inc., a Pennsylvania corporation (the
“Company”), Consolidated Communications Holdings, Inc., a Delaware
      corporation (“Parent”), and Fort Pitt Acquisition Sub Inc., a
      Pennsylvania corporation and a wholly owned subsidiary of Parent (“Merger
      Sub”).




RECITALS




WHEREAS,
      the respective Boards of Directors of the Company, Parent and (upon its
      formation) Merger Sub have determined that it is advisable and in the best
      interests of their respective corporations and shareholders that Merger Sub
      be
      merged with and into the Company (the “Merger”), and that the Company
      continue as the surviving corporation of the Merger (the “Surviving
      Corporation”), on the terms and subject to the conditions set forth in this
      Agreement;




WHEREAS,
      the Board of Directors of the Company has approved and adopted this Agreement,
      including all the terms and conditions set forth herein, and all the
      Transactions (as defined in Section 1.1), including the Merger, and has
      resolved, subject to the terms of this Agreement, to recommend to the
      shareholders of the Company to vote to approve and adopt this
      Agreement;




WHEREAS,
      the Board of Directors of each of Parent and (upon its formation) Merger Sub
      (and Parent as the sole shareholder of Merger Sub) have approved and adopted
      this Agreement, including all the terms and conditions set forth herein, and
      all
      the Transactions;




WHEREAS,
      immediately prior to the execution of this Agreement, and as a condition to
      Parent and Merger Sub entering into this Agreement, the Company and Wells Fargo
      Bank Minnesota, N.A., as Rights Agent, have executed an amendment (the
“Rights Agreement Amendment”) to that certain Rights Agreement, dated as
      of September 25, 2003 (the “Rights Agreement”), so as to render the
      Preferred Stock Purchase Rights issued thereunder (the “Company Rights”)
      inapplicable to this Agreement and the Transactions;




WHEREAS,
      Parent shall cause Merger Sub to be formed, and to execute a counterpart of
      this
      Agreement, promptly after the date hereof as provided in Section
      9.15;




WHEREAS,
      each of the Company, Parent and (upon its formation) Merger Sub desires to
      make
      certain representations, warranties, covenants and agreements in connection
      with
      the Transactions and also to prescribe various conditions to the consummation
      thereof.




NOW,
      THEREFORE, in consideration of the foregoing and the mutual representations,
      warranties, covenants and agreements set forth herein, the parties hereto,
      intending to be legally bound, hereby agree as follows:













ARTICLE
      I


DEFINITIONS




Section
      1.1. Certain Definitions.  As
      used in this Agreement, the following terms have the following
      meanings:




“Acceptable
      Confidentiality Agreement” means a confidentiality agreement that contains
      confidentiality and standstill provisions that are no less favorable in the
      aggregate to the Company than those contained in the Confidentiality Agreement
      (it being understood and agreed that such confidentiality agreement need not
      prohibit the making or amendment of any Alternative Proposal).




“Affiliate”
      has the meaning assigned to that term in Rule 12b-2 of the Exchange Act
      Rules.




“Alternative
      Proposal” means any offer, proposal or indication of interest by any Person
      (or group of Persons) that relates to (i) a transaction or series of
      transactions (including any merger, consolidation, recapitalization,
      reorganization, liquidation or other direct or indirect business combination)
      involving the Company or the issuance or acquisition of shares of Company Common
      Stock or other equity securities of the Company representing twenty-five percent
      (25%) (in number or voting power) or more of the outstanding capital stock
      of
      the Company (other than the Transactions), (ii) any tender offer (including
      a
      self-tender offer) or exchange offer that, if consummated, would result in
      any
      Person, together with all Affiliates thereof, becoming the beneficial owner
      of
      shares of Company Common Stock or other equity securities of the Company
      representing twenty-five percent (25%) (in number or voting power) or more
      of
      the outstanding capital stock of the Company, or (iii) the acquisition, license
      or purchase by any Person or group of Persons (other than the Company and the
      Company Subsidiaries), or any other disposition by the Company or any Company
      Subsidiaries, of twenty-five percent (25%) or more of the consolidated assets
      of
      the Company and the Company Subsidiaries, taken as a whole (other than the
      Transactions).




“Bulldog
      Group” means any one or more of the following Persons, or any of their
      respective Affiliates: Bulldog Investors, Phillip Goldstein, Andrew Dakos,
      Santa
      Monica Partners Opportunity Fund, L.P., Santa Monica Partners L.P., Santa Monica
      Partners II L.P., Lawrence J. Goldstein, Monarch Activist Partners L.P., James
      Chadwick, Sohail Malad, Nadel and Gussman Funds LLC, Full Value Partners L.P.,
      Peter Saulnier, and any other Person purporting to be a member of, or to
      represent the interests of, the so-called North Pittsburgh Systems Shareholder
      Committee.




“Business
      Day” means a day other than Saturday or Sunday or any other day on which
      banks in New York, New York are required to be or may be closed.




“Code”
      means the United States Internal Revenue Code of 1986, as amended.




“Communications
      Act” means the Communications Act of 1934, as amended.




“Company
      Articles” means the Company’s Articles of Incorporation, as
      amended.





2







“Company
      By-laws” means the Company’s By-laws, as amended.




“Company
      Material Adverse Effect” means any material adverse effect on (i) the
      business, financial condition or results of operations of the Company and the
      Company Subsidiaries, taken as a whole, or (ii) the Company’s ability to perform
      its obligations under this Agreement; provided, however, that none
      of the following shall be deemed, either alone or in combination, to constitute,
      and none of the following shall be taken into account in determining whether
      there has been or will be, a Company Material Adverse Effect: (1) any
      failure by the Company or any of the Company Subsidiaries to meet any internal
      or published projections, forecasts, or revenue or earnings predictions for
      any
      period ending prior to, on or after the date of this Agreement (it being
      understood that this clause (1) does not and shall not be deemed to apply to
      the
      underlying cause or causes of any such failure); (2) any adverse change,
      effect, event, occurrence, state of facts or development to the extent
      attributable to the announcement or pendency of the Merger including (A) the
      absence of consents, waivers or approvals relating to the Merger from any
      Governmental Entity or other Person or (B) any litigation brought by any
      shareholder(s) of the Company in connection with this Agreement or any of the
      Transactions; (3) any adverse change, effect, event, occurrence, state of
      facts or development attributable to conditions generally affecting (A) the
      telecommunications industry as a whole that are not specifically related to
      the
      Company and the Company Subsidiaries and do not have a materially
      disproportionate adverse effect on the Company and the Company Subsidiaries,
      taken as a whole, or (B) the United States economy as a whole, including
      changes in economic and financial markets and regulatory or political
      conditions, whether resulting from acts of terrorism, war, natural disaster
      or
      otherwise, that do not have a materially disproportionate adverse effect on
      the
      Company and the Company Subsidiaries, taken as a whole; (4) any change in the
      market price or trading volume of the Company’s securities; (5) any adverse
      change, effect, event, occurrence, state of facts or development arising from
      or
      relating to any change in GAAP or any change in applicable Laws or the
      interpretation or enforcement thereof that, in each case, do not have a
      materially disproportionate adverse effect on the Company and the Company
      Subsidiaries, taken as a whole; (6) any change, occurrence, development, event,
      series of events or circumstance arising out of, resulting from or attributable
      to any action taken or threatened to be taken by any member(s) of the Bulldog
      Group in connection with the Company’s 2007 annual meeting of shareholders, this
      Agreement or any of the Transactions, or any related matter; (7) any costs
      or
      expenses incurred or accrued by the Company and the Company Subsidiaries in
      connection with this Agreement or any of the Transactions; and (8) any actions
      taken, or failures to take action, or such other changes, occurrences,
      developments, events, series of events or circumstances, to which Parent has
      consented in writing, or the failure of the Company to take any action referred
      to in Section 6.1 due to Parent’s withholding of consent.




“Company
      Material Subsidiary” means any Company Subsidiary that is a “Significant
      Subsidiary” within the meaning of Rule 405 promulgated under the Securities
      Act.




“Company
      Subsidiary” means any Subsidiary of the Company.




“Company’s
      Knowledge” means the actual knowledge of the directors and executive
      officers of the Company, without investigation.





3







“Confidentiality
      Agreement” means the confidentiality agreement, dated May 25, 2007, between
      the Company and Parent.




“Contract”
      means any written contract, agreement, lease, instrument or other legally
      binding contractual commitment.




“Environmental
      Law” means all applicable Laws as in effect on the date of this Agreement
      relating to:  (i) pollution or protection or restoration of the
      environment or natural resources, (ii) the handling, use, presence,
      disposal, release, threatened release or distribution in commerce of chemicals
      or substances or mixtures to protect human health or the environment, or (iii)
      the protection of worker health and safety.




“ERISA”
      means the Employee Retirement Income Security Act of 1974, as
      amended.




“Exchange
      Act” means the Securities Exchange Act of 1934, as amended.




“Exchange
      Act Rules” means the rules promulgated by the SEC under the Exchange
      Act.




“FCC”
      means the United States Federal Communications Commission.




“FCC
      Rules” means the rules and regulations promulgated by the FCC.




“GAAP”
      means United States generally accepted accounting principles.




“Governmental
      Entity” means any federal, state or local court, administrative or
      regulatory agency or commission or other governmental or quasi-governmental
      authority or instrumentality.




“Hazardous
      Substance” means (i) any substance that is listed, classified or otherwise
      regulated as hazardous or toxic or a pollutant or contaminant under any
      Environmental Law; or (ii) any petroleum, natural gas, natural gas liquids
      or coal product or by-product, asbestos-containing material, polychlorinated
      biphenyls or radioactive material.




“HSR
      Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
      amended.




“Intellectual
      Property” means all trade secrets, know-how, designs, patents and patent
      applications, all unregistered and registered trademarks, service marks and
      tradenames and applications for registration thereof, all unregistered and
      registered copyrights and applications for registration thereof, all Internet
      domain name registrations and all computer software programs and
      databases.




“Law”
      means any federal, state, regional, local or municipal law, statute, code,
      ordinance, rule, regulation, judgment, order, writ, decree, injunction,
      constitution or other similar legally enforceable requirement enacted, adopted,
      promulgated or applied by a Governmental Entity.




“License”
      means any license or certificate of public convenience issued by any applicable
      state or federal agency, including the PPUC and the FCC.





4







“Lien”
      means any lien, mortgage, deed of trust, encumbrance, claim or security
      interest.




“NASDAQ”
      means, with respect to Parent, the NASDAQ Global Market and, with respect to
      the
      Company, the NASDAQ National Market System.




“Parent
      Benefit Plan” means each “employee benefit plan” (within the meaning of
      Section 3(3) of ERISA), each stock based, severance, retention, employment,
      change-in-control, deferred compensation or supplemental retirement agreement,
      program, policy or arrangement, and each material bonus, incentive, vacation
      or
      other material employee benefit plan, agreement, program, policy or arrangement
      with respect to current or former employees, any of which is maintained or
      sponsored by Parent or any of the Parent Subsidiaries or with respect to which
      Parent or any of the Parent Subsidiaries is obligated to make any contributions,
      other than any plans maintained or sponsored by a union.




“Parent
      By-laws” means Parent’s By-laws, as amended.




“Parent
      Certificate” means Parent’s Certificate of Incorporation, as
      amended.




“Parent
      Material Adverse Effect” means any material adverse effect on (i) the
      business, financial condition or results of operations of Parent and the Parent
      Subsidiaries, taken as a whole, or (ii) Parent’s or Merger Sub’s ability to
      perform their respective obligations under this Agreement; provided,
however, that none of the following shall be deemed, either alone
      or in
      combination, to constitute, and none of the following shall be taken into
      account in determining whether there has been or will be, a Parent Material
      Adverse Effect: (1) any failure by Parent or any of the Parent Subsidiaries
      to meet any internal or published projections, forecasts, or revenue or earnings
      predictions for any period ending prior to, on or after the date of this
      Agreement (it being understood that this clause (1) does not and shall not
      be
      deemed to apply to the underlying cause or causes of any such failure);
      (2) any adverse change, effect, event, occurrence, state of facts or
      development to the extent attributable to the announcement or pendency of the
      Merger including (A) the absence of consents, waivers or approvals relating
      to
      the Merger from any Governmental Entity or other Person or (B) any litigation
      brought by any stockholder(s) of Parent in connection with this Agreement or
      any
      of the Transactions; (3) any adverse change, effect, event, occurrence,
      state of facts or development attributable to conditions generally affecting
      (A) the telecommunications industry as a whole that are not specifically
      related to Parent and the Parent Subsidiaries and do not have a materially
      disproportionate adverse effect on Parent and the Parent Subsidiaries, taken
      as
      a whole, or (B) the United States economy as a whole, including changes in
      economic and financial markets and regulatory or political conditions, whether
      resulting from acts of terrorism, war, natural disaster or otherwise, that
      do
      not have a materially disproportionate adverse effect on Parent and the Parent
      Subsidiaries, taken as a whole; (4) any change in the market price or trading
      volume of Parent’s securities; (5) any adverse change, effect, event,
      occurrence, state of facts or development arising from or relating to any change
      in GAAP or any change in applicable Laws or the interpretation or enforcement
      thereof that, in each case, do not have a materially disproportionate adverse
      effect on Parent and the Parent Subsidiaries, taken as a whole; (6) any costs
      or
      expenses incurred or accrued by Parent and the Parent Subsidiaries in connection
      with this Agreement or any of the Transactions; and (7) any actions taken,
      or
      failures to take action, or such other changes, occurrences, developments,
      events, series of events or circumstances, to which the Company has consented
      in





5







writing,
      or the failure of Parent to take any action referred to in Section 6.2 due
      to
      the Company’s withholding of consent.




“Parent
      Material Subsidiary” means each of (i) Merger Sub and (ii) any other Parent
      Subsidiary that is a “Significant Subsidiary” within the meaning of Rule 405
      promulgated under the Securities Act.




“Parent
      Stock” means common stock, par value $.01 per share, of Parent.




“Parent
      Subsidiary” means any Subsidiary of Parent.




“Parent’s
      Knowledge” means the actual knowledge of the directors and executive
      officers of Parent, without investigation.




“PBCL”
      means the Pennsylvania Business Corporation Law of 1988, as
      amended.




“PBGC”
      means the Pension Benefit Guaranty Corporation.




“Permitted
      Liens” means (i) Liens for Taxes or other governmental charges not yet
      delinquent or the amount or validity of which is being contested in good faith,
      (ii) mechanics’, carriers’, workers’, repairers’, and similar Liens arising or
      incurred in the ordinary course of business, (iii) pledges or deposits to secure
      obligations under workers’ compensation Laws or similar legislation or to secure
      public or statutory obligations, (iv) zoning, entitlement and other land use
      and
      environmental regulations by Governmental Entities, (v) with respect to Owned
      Real Property, any matters disclosed in title reports delivered or made
      available to Parent prior to the date of this Agreement and all Liens of record,
      (vi) with respect to leasehold interests, Liens incurred, created, assumed
      or
      permitted to exist and arising by, through or under a landlord or owner of
      the
      leased property, with or without the consent of the lessee, (vii) Liens in
      favor
      of the Company or any Company Subsidiary securing intercompany borrowing by
      any
      Company Subsidiary, (viii) Liens set forth on Section 4.8 of the
      Company Disclosure Schedule, (ix) Liens specifically disclosed in the Company
      SEC Financial Statements, (x) purchase money Liens arising in the ordinary
      course of business, and (xi) such other Liens as would not be reasonably
      expected to have, in the aggregate, a Company Material Adverse
      Effect.




“Person”
      shall be construed as broadly as possible and shall include an individual or
      natural person, a partnership, a corporation, an association, a joint stock
      company, a limited liability company, a trust, a joint venture, an
      unincorporated organization and a Governmental Entity.




“PPUC”
      means the Pennsylvania Public Utility Commission.




“PPUC
      Rules” means the rules and regulations promulgated by the PPUC.




“SEC”
      means the United States Securities and Exchange Commission.




“Securities
      Act” means the Securities Act of 1933, as amended.




“Securities
      Act Rules” means the rules promulgated by the SEC under the Securities
      Act.





6







“Subsidiary”,
      when used with respect to any Person, means any corporation, limited liability
      company, partnership or other organization, whether incorporated or
      unincorporated, of which at least a majority of the securities or other
      interests having by their terms voting power to elect a majority of the board
      of
      directors, or others performing similar functions with respect to such
      corporation or other organization, is beneficially owned or controlled, directly
      or indirectly, by such Person or by any one or more of its Subsidiaries (as
      defined in the preceding clause) or by such Person and one or more of its
      Subsidiaries.




“Superior
      Proposal” means any bona fide written Alternative Proposal (provided,
      that for purposes of this definition, the applicable percentages in clauses
      (i),
      (ii) and (iii) of the definition of Alternative Proposal shall be fifty percent
      (50%) rather than twenty-five percent (25%)), which (on its most recently
      amended or modified terms, if amended or modified) the Board of Directors of
      the
      Company determines in good faith, if consummated, would result in a transaction
      that is more favorable to the Company’s shareholders (other than Parent, Merger
      Sub and their respective Affiliates), from a financial point of view, than
      the
      Merger, taking into account, among other things, (i) the terms of such
      Alternative Proposal and (ii) such legal, financial, regulatory, timing and
      other aspects of such Alternative Proposal, including the Person making such
      Alternative Proposal, which the Company’s Board of Directors deems
      relevant.




“Tax”
      means any net income, alternative or add-on minimum tax, gross income, gross
      receipts, sales, use, ad valorem, transfer, franchise, profits, license, social
      security, withholding, payroll, employment, excise, severance, stamp,
      occupation, premium, property, environmental or windfall profit tax, any tax
      required by the Public Utility Realty Tax Act, or any other tax, custom, duty,
      governmental fee or other like assessment or charge of any kind whatsoever,
      imposed by any Governmental Entity, together with any interest, penalty or
      addition to tax imposed with respect thereto.




“Transactions”
      means, collectively, all of the transactions contemplated by this Agreement,
      including the Merger.  For the avoidance of doubt, references herein
      to the Transactions or to any of the Transactions shall not be deemed to include
      or mean the Financing.




Section
      1.2.  Certain Other
      Definitions.  The following terms are defined in the respective
      Sections of the Agreement indicated:




Defined
                  Term
              SectionAgreement
              PreambleArticles
                  of Merger
              2.3Cash
                  Consideration
              3.1(c)(i)Cash
                  Conversion Number
              3.3(a)(i)Cash
                  Electing Company Share
              3.1(c)(i)Cash
                  Election
              3.1(c)(i)Cash
                  Election Number
              3.3(b)Certificate
              3.1(c)Closing
              2.2Closing
                  Date
              2.2Company
              Preamble
  7
  Company
                  Benefit Plan
              4.12(a)Company
                  Benefit Plans
              4.12(a)Company
                  Common Stock
              3.1(b)Company
                  Disclosure Schedule
              Article
                  IVCompany
                  Preferred Stock
              4.2(a)Company
                  Reimbursement Amount
              8.3(b)Company
                  Representatives
              6.3(a)Company
                  Required Statutory Approvals
              4.4(a)Company
                  Rights
              RecitalsCompany
                  SEC Documents
              4.5(a)Company
                  SEC Financial Statements
              4.5(c)Company
                  Shareholder Approval
              4.3(a)Company
                  Shareholders’ Meeting
              2.6(a)(i)Company
                  Tax Returns
              4.9Company
                  Termination Fee
              8.3(a)(y)Company
                  Union Contracts
              4.13(a)(iii)Department
                  of State
              2.3Disclosing
                  Party
              6.5(a)Effective
                  Time
              2.3Electing
                  Company Share
              3.1(c)(ii)Election
                  Deadline
              3.2(b)Evercore
              4.20Exchange
                  Agent
              3.2(a)Excluded
                  Shares
              3.1(b)Financing
              5.12Financing
                  Commitments
              5.12Form
                  of Election
              3.2(b)Indemnified
                  Liabilities
              6.8(a)Indemnified
                  Parties
              6.8(a)Indemnified
                  Party
              6.8(a)Leased
                  Real Property
              4.8(c)Merger
              RecitalsMerger
                  Consideration
              3.1(c)Merger
                  Sub
              PreambleMerger
                  Sub Common Stock
              3.1(a)Non-Electing
                  Company Holder
              3.4(b)Non-Electing
                  Company Share
              3.1(c)(iii)Owned
                  Real Property
              4.8(b)Parent
              PreambleParent
                  Disclosure Schedule
              Article
                  VParent
                  Preferred Stock
              5.2(a)Parent
                  Registration Statement
              2.6(a)(i)Parent
                  Required Statutory Approvals
              5.4(a)Parent
                  SEC Documents
              5.5(a)Parent
                  SEC Financial Statements
              5.5(c)Parent
                  Stock Consideration
              3.1(c)(ii)
  8


Parent
                  Stock Issuance
              2.6(a)(i)Parent
                  Tax Returns
              5.8Proceeding
              6.8(a)Proxy
                  Statement/Prospectus
              2.6(a)(i)PUHCA
              5.9(b)Rights
                  Agreement
              RecitalsRights
                  Agreement Amendment
              RecitalsShortfall
                  Number
              3.3(c)Stock
                  Electing Company Share
              3.1(c)(ii)Stock
                  Election
              3.1(c)(ii)Superior
                  Proposal Agreement
              6.3(c)(y)Surviving
                  Corporation
              Recitals








ARTICLE
      II


THE
      MERGER




Section
      2.1.  The Merger.  Subject to
      the terms and conditions of this Agreement, at the Effective Time, (a) Merger
      Sub shall be merged with and into the Company in accordance with the provisions
      of Subchapter C of Chapter 19 of the PBCL and the separate corporate existence
      of Merger Sub shall cease and (b) the Company shall be the Surviving Corporation
      and shall continue its corporate existence under the PBCL.  The Merger
      shall have the effects set forth in Section 1929 of the PBCL.




Section 2.2. Closing.  The
      closing
      of the Merger (the “Closing”) shall take place at the offices of Hughes
      Hubbard & Reed LLP, One Battery Park Plaza, New York, New York 10004, at
      10:00 a.m., local time, on a date designated by the Company which is reasonably
      satisfactory to Parent, which shall be as soon as practicable, but not later
      than five (5) Business Days, after satisfaction or waiver of all of the
      conditions set forth in Article VII (other than those conditions that by their
      nature must be satisfied on the Closing Date), or at such other place, time
      and
      date as the parties hereto shall agree.  The date on which the Closing
      occurs is hereinafter referred to as the “Closing Date”.




Section 2.3.  Effective
      Time.  As
      soon as practicable during the Closing, Merger Sub and the Company shall cause
      articles of merger providing for the Merger (the “Articles of Merger”) to
      be executed and filed in the Department of State of the Commonwealth of
      Pennsylvania (the “Department of State”) as provided in Sections 1926 and
      1927 of the PBCL, and shall take such other and further actions as may be
      required by applicable Law to make the Merger effective.  The Merger
      shall become effective at the time that the Articles of Merger are duly filed
      in
      the Department of State or such later time as is agreed upon by the parties
      hereto and specified in the Articles of Merger.  The time when the
      Merger becomes effective is hereinafter referred to as the “Effective
      Time”.




Section 2.4.  Articles
      of Incorporation and
      By-laws of the Surviving Corporation.  At the Effective Time, the
      Articles of Incorporation and the By-laws of the Company, as in effect
      immediately prior to the Effective Time, shall be the Articles of Incorporation
      and By-laws of the Surviving Corporation until thereafter amended in compliance
      with the PBCL.





9







Section 2.5.  Directors
      and Officers of the
      Surviving Corporation.  The directors of Merger Sub and the
      officers of the Company immediately prior to the Effective Time shall, from
      and
      after the Effective Time, be the directors and officers, respectively, of the
      Surviving Corporation until their respective successors have been duly elected
      or appointed and qualified or until their earlier death, resignation or removal
      in accordance with the PBCL and the Articles of Incorporation and By-laws of
      the
      Surviving Corporation.




Section 2.6.  Proxy
      Statement/Prospectus; Parent
      Registration Statement; Company Shareholders’ Meeting.




(a)           Parent
      and the Company shall together, or pursuant to an allocation of responsibility
      to be agreed upon between them:




(i)           prepare
      and file with the SEC as soon as is reasonably practicable (x) proxy materials
      (the “Proxy Statement/Prospectus”) under the Exchange Act with respect to
      a meeting of the shareholders of the Company (the “Company Shareholders’
Meeting”) for the purpose of considering and taking action upon this
      Agreement, and (y) a Registration Statement on Form S-4 or other
      appropriate Form under the Securities Act (the “Parent Registration
      Statement”) with respect to the issuance of shares of Parent Stock pursuant
      to the Merger (the “Parent Stock Issuance”) in which the Proxy
      Statement/Prospectus shall be included as a prospectus;




(ii)           use
      commercially reasonable efforts to have, as promptly as practicable, (x) the
      Proxy Statement/Prospectus cleared by the SEC under the Exchange Act and (y)
      the
      Parent Registration Statement declared effective by the SEC under the Securities
      Act;




(iii)           take
      all such action as shall be required under applicable state blue sky or
      securities Laws in connection with the Transactions; and




(iv)           cooperate
      with each other in determining whether any filings are required to be made
      or
      consents are required to be obtained in any foreign jurisdiction prior to the
      Effective Time in connection with the Transactions, and in making any such
      filings promptly and in seeking to obtain timely any such consents.




(b)           Subject
      to the terms and conditions of this Agreement (including the rights of the
      Company under Sections 6.3(c) and 8.1(c)), the Company, acting through its
      Board
      of Directors, shall:




(i)           include
      in the Proxy Statement/Prospectus the recommendation of the Company’s Board of
      Directors that the Company’s shareholders vote in favor of the approval and
      adoption of this Agreement at the Company Shareholders’ Meeting;
provided, however, that such recommendation may be withdrawn,
      modified or amended, in each case, (x) in accordance with Section 6.3(c) or
      (y) if, other than in connection with an Alternative Proposal, the Company’s
      Board of Directors shall have determined in good faith (after consultation
      with
      the Company’s outside counsel) that the failure to take such action is
      inconsistent with its fiduciary duties under applicable Law (it being understood
      and agreed that notwithstanding any withdrawal, modification or amendment made
      pursuant to this clause (y), the Company shall still be required to hold the
      Company Shareholders’ Meeting pursuant to Section 2.6(b)(ii));





10







(ii)           as
      soon as reasonably practicable after the date on which the Proxy
      Statement/Prospectus has been cleared by the SEC and the Parent Registration
      Statement has been declared effective by the SEC, (x) mail the Proxy
      Statement/Prospectus to the Company’s shareholders and (y) duly call, give
      notice of, and convene and hold the Company Shareholders’ Meeting;
      and




(iii)           subject
      to the proviso in Section 2.6(b)(i), use commercially reasonable efforts to
      solicit from the Company’s shareholders proxies in favor of the approval and
      adoption of this Agreement.




(c)           In
      connection with the preparation of the Proxy Statement/Prospectus and the Parent
      Registration Statement, Parent shall furnish to the Company all information
      concerning Parent, Merger Sub and the other Parent Subsidiaries as the Company
      may reasonably request, and the Company shall furnish to Parent all information
      concerning the Company and the Company Subsidiaries as Parent may reasonably
      request.  Each of the Company and Parent agrees that the information
      with respect to it or any of its Subsidiaries included or incorporated by
      reference in the Proxy Statement/Prospectus, the Parent Registration Statement,
      any amendment or supplement thereto or any other document filed in connection
      with this Agreement or any of the Transactions with any Governmental Entity
      (in
      any such case to the extent such information was furnished by the Company or
      Parent, as the case may be, for inclusion or incorporation by reference therein)
      (i) at the respective times that the applicable document is filed with the
      SEC
      or such other Governmental Entity and first mailed or otherwise disseminated
      to
      the Company’s shareholders, (ii) in addition, in the case of the Proxy
      Statement/Prospectus, at the time of the Company Shareholders’ Meeting, and
      (iii) in addition, in the case of the Parent Registration Statement, at the
      time
      the Parent Registration Statement becomes effective and at the Effective Time,
      will not contain any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary in order to make the
      statements therein, in light of the circumstances under which they are made,
      not
      misleading.




(d)           The
      Company and the Company’s counsel, and Parent and Parent’s counsel, shall each
      be given a reasonable opportunity to review and comment upon the Proxy
      Statement/Prospectus and Parent Registration Statement prior to the filing
      thereof with the SEC, and shall provide any comments thereon to the other party
      as soon as practicable (but in no event later than three (3) Business Days
      after
      being asked to comment thereon).  The Company shall provide Parent and
      Parent’s counsel, and Parent shall provide the Company and the Company’s
      counsel, promptly after receipt thereof, with copies of any written comments
      or
      other material communications that it or its counsel receives from time to
      time
      from the SEC or its staff with respect to the Proxy Statement/Prospectus or
      Parent Registration Statement, with copies of any written responses to, and
      telephonic notification of any material verbal responses received from, the
      SEC
      or its staff by it or its counsel with respect to the Proxy Statement/Prospectus
      or Parent Registration Statement, and with notice of any stop order or the
      suspension of qualification of the Parent Stock issuable pursuant to the Merger
      for offering or sale in any jurisdiction.  If at any time Parent or
      the Company shall become aware of the occurrence of any event or other
      circumstance relating to it or any of its Subsidiaries as to which an amendment
      or supplement to the Proxy Statement/Prospectus or Parent Registration Statement
      shall be required, it shall notify the other party thereof, and Parent and
      the
      Company shall together, or pursuant to an allocation of responsibility to be
      agreed upon between them, promptly prepare and file such amendment
      or





11







supplement
      with the SEC and, if applicable, disseminate such amendment or supplement to
      the
      Company’s shareholders.  Neither the Company nor Parent shall
      disseminate or file any such amendment or supplement without reasonable advance
      consultation with the other party and its counsel.




(e)           Parent
      and Merger Sub shall, at the Company Shareholders’ Meeting, vote, or cause to be
      voted, all shares of Company Common Stock owned by any of Parent, Merger Sub
      and
      any other Affiliate of Parent in favor of the approval and adoption of this
      Agreement.




ARTICLE
      III


TREATMENT
      OF SECURITIES




Section 3.1.  Conversion
      of Capital
      Stock.  At the Effective Time, by virtue of the Merger and without
      any action on the part of the Company, Parent, Merger Sub or any holder of
      any
      share of capital stock of the Company, Parent or Merger Sub:




(a)           Common
      Stock of Merger Sub.  Each share of common stock, without par
      value, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding
      immediately prior to the Effective Time shall be converted into one newly
      issued, fully paid and nonassessable share of common stock of the Surviving
      Corporation.




(b)           Cancellation
      of Certain Company Common Stock.  Each share of common stock,
      par value $0.15625 per share, of the Company (“Company Common Stock”)
      that immediately prior to the Effective Time is owned by Parent, Merger Sub
      or
      any other Parent Subsidiary, and each share of Company Common Stock held in
      the
      treasury of the Company or owned by any Company Subsidiary, shall automatically
      be canceled and retired and shall cease to exist without any conversion thereof,
      and no consideration shall be delivered in exchange therefor.  Shares
      of Company Common Stock that are canceled and retired pursuant to this Section
      3.1(b) are hereinafter referred to as the “Excluded Shares”.




(c)           Conversion
      of Company Common Stock.  Each share of Company Common Stock
      issued and outstanding immediately prior to the Effective Time (other than
      Excluded Shares) shall automatically be converted into the right to receive
      the
      following consideration:




(i)           Each
      share of Company Common Stock with respect to which an election to receive
      cash
      (a “Cash Election”) has been effectively made and not revoked or lost
      pursuant to Section 3.2 (each, a “Cash Electing Company Share”) shall
      (subject to Section 3.3) be converted into the right to receive $25.00 in cash
      without interest (such per share amount is hereinafter referred to as the
“Cash Consideration”).




(ii)           Each
      share of Company Common Stock with respect to which an election to receive
      stock
      consideration (a “Stock Election”) has been properly made and not revoked
      or lost pursuant to Section 3.2 (each, a “Stock Electing Company Share”
and, together with each Cash Electing Company Share, an “Electing Company
      Share”) shall (subject to Section 3.3) be converted into the right to
      receive 1.1061947 validly issued, fully paid and nonassessable shares of Parent
      Stock, subject to adjustment in accordance with Section 3.1(e)





12







(such
      per
      share amount, together with any cash in lieu of fractional shares of Parent
      Stock to be paid pursuant to Section 3.1(d), is hereinafter referred to as
      the
“Parent Stock Consideration”).




(iii)           Each
      share of Company Common Stock that is not (x) an Excluded Share or (y) a share
      of Company Common Stock with respect to which a Cash Election or a Stock
      Election has been properly made and not revoked or lost pursuant to Section
      3.2
      (each, a “Non-Electing Company Share”) shall be converted into the right
      to receive the Cash Consideration or the Parent Stock Consideration, as
      determined pursuant to Section 3.3.




Effective
      as of the Effective Time, each share of Company Common Stock issued and
      outstanding immediately prior to the Effective Time (other than Excluded Shares)
      shall no longer be outstanding and shall automatically be canceled and retired
      and shall cease to exist, and each holder of a certificate that immediately
      prior to the Effective Time represented any such share of Company Common Stock
      (a “Certificate”) shall cease to have any rights with respect thereto,
      except the right to receive the Merger Consideration therefor upon surrender
      of
      such Certificate in accordance with Section 3.4.  For purposes of this
      Agreement, the term “Merger Consideration” with respect to a given share
      of Company Common Stock shall mean either the Cash Consideration (with respect
      to a share of Company Common Stock representing the right to receive the Cash
      Consideration) or the Parent Stock Consideration (with respect to a share of
      Company Common Stock representing the right to receive the Parent Stock
      Consideration).




(d)           No
      Fractional Shares.  No fractional shares of Parent Stock shall
      be issued in respect of shares of Company Common Stock that are to be converted
      in the Merger into the right to receive shares of Parent Stock.  Each
      holder of a Certificate (other than holders of Certificates representing
      Excluded Shares) shall be entitled to receive in lieu of any fractional share
      of
      Parent Stock to which such holder would otherwise have been entitled pursuant
      to
      Sections 3.1(c) and 3.3 an amount in cash (without interest), rounded to the
      nearest whole cent, equal to the product obtained by multiplying (i) the
      fractional share of Parent Stock to which such holder would otherwise be
      entitled (after taking into account all shares of Company Common Stock held
      by
      such holder immediately prior to the Effective Time, such holder’s unrevoked
      Cash Elections and Stock Elections and the provisions of Section 3.3) by (ii)
      the average of the closing price on NASDAQ for a share of Parent Stock for
      the
      five (5) consecutive trading days immediately preceding the Effective
      Time.




(e)           Adjustments.  If,
      on or after the date of this Agreement and prior to the Effective Time, Parent
      pays a dividend in, splits, combines into a smaller number of shares, or issues
      by reclassification any shares of Parent Stock, then the Parent Stock
      Consideration and any dependent items shall be appropriately adjusted to provide
      to the holders of Company Common Stock the same economic effect as contemplated
      by this Agreement prior to such action, and as so adjusted shall, from and
      after
      the date of such event, be the Parent Stock Consideration or other dependent
      item, as applicable, subject to further adjustment in accordance with this
      sentence.





13







Section
      3.2.  Election Procedures.




(a)           Promptly
      after the execution of this Agreement, Parent shall designate and appoint a
      bank
      or trust company reasonably acceptable to the Company to act as exchange agent
      hereunder (the “Exchange Agent”) for the purpose of exchanging
      Certificates.




(b)           Parent
      shall prepare and file as an exhibit to the Parent Registration Statement a
      form
      of election, and other appropriate and customary transmittal materials, in
      such
      form and containing such provisions as Parent and the Company shall mutually
      agree (collectively, the “Form of Election”).  The Form of
      Election shall permit each Person who, at or prior to the Election Deadline
      (as
      defined below), is a record holder (or, in the case of nominee record holders,
      the beneficial owner, through proper instructions and documentation) of any
      share of Company Common Stock (other than Excluded Shares) to specify (i) the
      number of such holder’s shares of Company Common Stock with respect to which
      such holder makes a Cash Election and/or (ii) the number of such holder’s shares
      of Company Common Stock with respect to which such holder makes a Stock
      Election.  The Form of Election shall specify that delivery shall be
      effected, and risk of loss and title to the Certificates shall pass, only upon
      proper delivery of the completed Form of Election and any Certificates to the
      Exchange Agent.  The Company shall mail the Form of Election with the
      Proxy Statement/Prospectus to all Persons who are record holders of shares
      of
      Company Common Stock as of the record date for the Company Shareholders’ Meeting
      and shall use commercially reasonable efforts to make the Form of Election
      available to all Persons who become holders of shares of Company Common Stock
      during the period between the record date for the Company Shareholders’ Meeting
      and the Election Deadline.  As used in this Agreement, “Election
      Deadline”  means 5:00 p.m., New York City time, on the date that is two
      (2) Business Days immediately preceding the Closing Date (or on such other
      date
      as the parties hereto mutually agree).




(c)           Any
      such election shall have been properly made only if the Exchange Agent shall
      have received at its designated office, by the Election Deadline, a Form of
      Election properly completed and signed and accompanied by Certificates
      representing the shares of Company Common Stock to which such Form of Election
      relates (or by an appropriate guarantee of delivery of such Certificates as
      set
      forth in such Form of Election from a firm that is an “eligible guarantor
      institution” (as defined in Rule 17Ad-15 under the Exchange Act);
provided, that such Certificates are in fact delivered to the Exchange
      Agent by the time set forth in such guarantee of delivery).  Any share
      of Company Common Stock (other than Excluded Shares) with respect to which
      a
      proper Cash Election or Stock Election has not been made as aforesaid shall
      be
      deemed to be a Non-Electing Company Share.  After a Cash Election or a
      Stock Election is properly made with respect to any share of Company Common
      Stock, no further registration of transfers of such share shall be made on
      the
      stock transfer books of the Company, unless and until such Cash Election or
      Stock Election is properly revoked.




(d)           Parent
      and the Company shall publicly announce the anticipated date of the Election
      Deadline at least five (5) Business Days prior to the anticipated Closing
      Date.  If the Closing Date is delayed to a subsequent date, the
      Election Deadline shall be similarly delayed to a subsequent date, and Parent
      and the Company shall promptly announce any such delay and, when determined,
      the
      rescheduled Election Deadline.





14







(e)           Any
      Cash Election or Stock Election may be revoked with respect to all or any
      portion of the shares of Company Common Stock subject thereto (but only in
      whole
      share amounts) by the holder who submitted the applicable Form of Election
      by
      such holder submitting to the Exchange Agent a written notice of such revocation
      received by the Exchange Agent at or prior to the Election
      Deadline.  In addition, all Cash Elections and Stock Elections shall
      automatically be revoked if this Agreement is terminated in accordance with
      Article VIII.  If a Cash Election or Stock Election is revoked with
      respect to any shares of Company Common Stock, the Certificates representing
      such shares shall be promptly returned to the holder that submitted the same
      to
      the Exchange Agent, except to the extent (if any) a subsequent Cash Election
      and/or Stock Election is properly made with respect to any or all of the shares
      of Company Common Stock represented by such Certificate.




(f)           The
      good faith determination of the Exchange Agent (or the joint determination
      of
      Parent and the Company, in the event that the Exchange Agent declines to make
      any such determination) shall be conclusive and binding as to whether or not
      Cash Elections and Stock Elections shall have been properly made or revoked
      pursuant to this Section 3.2 and as to when Cash Elections, Stock Elections
      and
      revocations were received by the Exchange Agent.  The Exchange Agent
      shall have reasonable discretion to disregard immaterial defects in the Forms
      of
      Election.  The Exchange Agent (or Parent and the Company jointly, in
      the event that the Exchange Agent declines to make the following computations)
      shall also make all computations as to the proration contemplated by Section
      3.3, and absent manifest error such computations shall be conclusive and binding
      on Parent, the Company and all holders of Company Common Stock.  The
      Exchange Agent may, with the written agreement of Parent after Parent’s
      reasonable consultation with the Company, make any rules that are consistent
      with this Section 3.2 for the implementation of the Cash Elections and Stock
      Elections provided for in this Agreement and shall be necessary or desirable
      to
      effect the Cash Elections and Stock Elections.




Section
      3.3.  Proration.  Notwithstanding anything in
      this Agreement to the contrary:




(a)           Cash
      Conversion Number.  With respect to all shares of Company
      Common Stock (other than the Excluded Shares) issued and outstanding immediately
      prior to the Effective Time:




(i)           eighty
      percent (80%) of such shares (such number of shares, the “Cash
      Conversion Number”) shall be converted into the right to receive an amount
      per share equal to the Cash Consideration; and




(ii)           the
      remainder of such shares shall be converted into the right to receive the Parent
      Stock Consideration per share.




(b)           If
      Cash Election Number Equals or Exceeds the Cash Conversion
      Number.  If the aggregate number of Cash Electing Company
      Shares (such number of shares, the “Cash Election Number”) equals or
      exceeds the Cash Conversion Number, then:




(i)           all
      Stock Electing Company Shares and all Non-Electing Company Shares shall be
      converted into the right to receive the Parent Stock Consideration per share;
      and





15







(ii)           the
      number of Cash Electing Company Shares of each shareholder of the Company that
      shall be converted into the right to receive an amount per share equal to the
      Cash Consideration shall be equal to the product obtained by multiplying (x)
      the
      number of Cash Electing Company Shares of such shareholder by (y) a fraction,
      the numerator of which is the Cash Conversion Number and the denominator of
      which is the Cash Election Number, and the remaining number of such holder’s
      Cash Electing Company Shares shall be converted into the right to receive the
      Parent Stock Consideration per share.




(c)           If
      Cash Election Number Is Less Than the Cash Conversion
      Number.  If the Cash Election Number is less than the Cash
      Conversion Number (such difference between the Cash Election Number and the
      Cash
      Conversion Number, the “Shortfall Number”), then:




(i)           all
      Cash Electing Company Shares shall be converted into the right to receive an
      amount per share equal to the Cash Consideration; and




(ii)           the
      Stock Electing Company Shares and the Non-Electing Company Shares shall be
      treated in the following manner:




(x)           if
      the Shortfall Number is less than or equal to the aggregate number of
      Non-Electing Company Shares, then (A) all Stock Electing Company Shares
      shall be converted into the right to receive the Parent Stock Consideration
      per
      share and (B) the number of Non-Electing Company Shares of each shareholder
      of
      the Company that shall be converted into the right to receive an amount per
      share equal to the Cash Consideration shall be equal to the product obtained
      by
      multiplying (1) the number of Non-Electing Company Shares of such shareholder
      by
      (2) a fraction, the numerator of which is the Shortfall Number and the
      denominator of which is the aggregate number of Non-Electing Company Shares,
      and
      the remaining number of such holder’s Non-Electing Company Shares shall be
      converted into the right to receive the Parent Stock Consideration per share;
      or




(y)           if
      the Shortfall Number exceeds the aggregate number of Non-Electing Company
      Shares, then (A) all Non-Electing Company Shares shall be converted into the
      right to receive an amount per share equal to the Cash Consideration and (B)
      the
      number of Stock Electing Company Shares of each shareholder of the Company
      that
      shall be converted into the right to receive an amount per share equal to the
      Cash Consideration shall be equal to the product obtained by multiplying (1)
      the
      number of Stock Electing Company Shares of such shareholder by (2) a fraction,
      the numerator of which is the amount by which the Shortfall Number exceeds
      the
      aggregate number of Non-Electing Company Shares and the denominator of which
      is
      the aggregate number of Stock Electing Company Shares, and the remaining number
      of such holder’s Stock Electing Company Shares shall be converted into the right
      to receive the Parent Stock Consideration per share.





16







Section 3.4. Delivery
      of the Merger
      Consideration.




(a)           Deposits
      with Exchange Agent.  Prior to the Effective Time (and, with
      respect to Parent Stock, from time to time after the Effective Time as
      applicable), Parent shall deposit with the Exchange Agent, pursuant to an
      agreement providing for the matters set forth in this Section 3.4 and such
      other matters as may be appropriate and the terms of which shall be mutually
      acceptable to Parent and the Company, an amount in cash and certificates
      representing shares of Parent Stock sufficient to effect the conversion of
      each
      share of Company Common Stock (other than Excluded Shares) into the Merger
      Consideration pursuant to this Agreement.




(b)           Exchange
      Procedures.




(i)           Promptly
      after the Effective Time, but in any event not more than five (5) Business
      Days
      after the Effective Time, Parent shall cause the Exchange Agent to mail to
      each
      holder of record as of immediately prior to the Effective Time of Non-Electing
      Company Shares (each such holder, a “Non-Electing Company Holder” ),
      subject to Section 3.3, (i) a letter of transmittal (which shall specify that
      delivery shall be effected, and risk of loss and title to each Certificate
      representing any Non-Electing Company Shares held by such Non-Electing Company
      Holder shall pass, only upon delivery of the completed letter of transmittal
      and
      such Certificate to the Exchange Agent and shall be in such form and have such
      other provisions as Parent and the Company shall mutually agree) and (ii)
      instructions for use in effecting the surrender of each such Certificate in
      exchange for the total amount of Merger Consideration that such Non-Electing
      Company Holder is entitled to receive in exchange for such holder’s Non-Electing
      Company Shares in the Merger pursuant to this Agreement.  From and
      after the Effective Time, until surrendered as contemplated by this
      Section 3.4, each Certificate representing Non-Electing Company Shares held
      by a Non-Electing Company Holder shall be deemed to represent only the right
      to
      receive the total amount of Merger Consideration to which such Non-Electing
      Company Holder is entitled in exchange for such Non-Electing Company Shares
      as
      contemplated by this Article III.




(ii)           Upon
      surrender by a Non-Electing Company Holder to the Exchange Agent of all
      Certificates representing such holder’s Non-Electing Company Shares, together
      with a letter of transmittal duly completed and validly executed in accordance
      with the instructions thereto, and such other documents as may be required
      pursuant to such instructions, each Non-Electing Company Holder shall be
      entitled to receive in exchange therefor (and the Exchange Agent shall mail
      to
      such Non-Electing Holder within ten (10) Business Days following such
      surrender): (A) a certificate (or certificates in the aggregate) representing
      the number of whole shares of Parent Stock, if any, into which such holder’s
      shares of Company Common Stock represented by such holder’s properly surrendered
      Certificates were converted in accordance with this Article III, and such
      Certificates so surrendered shall be forthwith cancelled, and (B) a check in
      an
      amount of U.S. dollars (after giving effect to any required withholdings
      pursuant to Section 3.4(g)) equal to (I) the amount of cash (consisting of
      the
      Cash Consideration and cash in lieu of a fractional share of Parent Stock to
      be
      paid pursuant to Section 3.1(d)), if any, into which such holder’s shares of
      Company Common Stock represented by such holder’s properly surrendered
      Certificates were converted in accordance with this Article III, plus (II)
      any
      cash dividends and other distributions that such holder has the right to receive
      pursuant to Section 3.4(c).





17







(iii)           As
      of the Effective Time, each former shareholder of the Company who properly
      made
      and did not revoke a Cash Election and/or a Stock Election shall be entitled
      to
      receive in exchange for such shareholder’s Electing Company Shares (and the
      Exchange Agent shall mail to such former shareholder within ten (10) Business
      Days following the Effective Time, unless such former shareholder is also a
      Non-Electing Company Holder, in which case the Exchange Agent shall include
      in
      its mailing to such former shareholder pursuant to Section 3.4(b)(ii)): (A)
      a
      certificate (or certificates in the aggregate) representing the number of whole
      shares of Parent Stock, if any, into which such holder’s shares of Company
      Common Stock represented by such holder’s properly surrendered Certificates were
      converted in accordance with this Article III, and such Certificates so
      surrendered shall be forthwith cancelled, and (B) a check in an amount of U.S.
      dollars (after giving effect to any required withholdings pursuant to Section
      3.4(g)) equal to (I) the amount of cash (consisting of the Cash Consideration
      and cash in lieu of a fractional share of Parent Stock to be paid pursuant
      to
      Section 3.1(d)), if any, into which such holder’s shares of Company Common Stock
      represented by such holder’s properly surrendered Certificates were converted in
      accordance with this Article III, plus (II) any cash dividends and other
      distributions that such holder has the right to receive pursuant to Section
      3.4(c).




(c)           Dividends
      and Distributions.  No dividends or other distributions with
      respect to shares of Parent Stock shall be paid to the holder of any
      unsurrendered Certificate until such Certificate is surrendered as provided
      in
      this Article III.  Subject to the effect of applicable Laws, following
      such surrender, there shall be paid, without interest, to the record holder
      of
      the shares of Parent Stock issued in exchange for shares of Company Common
      Stock
      represented immediately prior to the Effective Time by such Certificate (i)
      when
      any payment or distribution of a certificate representing any share(s) of Parent
      Stock is made to such holder pursuant to Section 3.4(b)(ii) or (iii), all
      dividends and other distributions payable in respect of such Parent Stock with
      a
      record date after the Effective Time and a payment date on or prior to the
      date
      of such surrender and not previously paid and (ii) on the appropriate payment
      date, the dividends or other distributions payable with respect to such Parent
      Stock with a record date after the Effective Time but prior to surrender and
      with a payment date subsequent to such surrender.  For purposes of
      dividends and other distributions in respect of Parent Stock, all shares of
      Parent Stock to be issued pursuant to the Merger shall be entitled to dividends
      pursuant to the immediately preceding sentence as if issued and outstanding
      as
      of the Effective Time.




(d)           Transfer
      Books; No Further Ownership Rights in Shares.  After the
      Effective Time, the stock transfer books of the Company shall be closed and
      there shall be no further registration of transfers of shares of Company Common
      Stock on the records of the Company. After the Effective Time, the holders
      of
      Certificates shall cease to have any rights with respect to such shares, except
      the right to receive the Merger Consideration and such dividends and other
      distributions on or in respect of Parent Stock as provided herein or as
      otherwise provided by applicable Law. If, after the Effective Time, Certificates
      are presented to the Surviving Corporation for any reason, they shall be
      canceled and exchanged as provided in this Article III.




(e)           Termination
      of Fund; No Liability.  At any time following twelve (12)
      months after the Effective Time, Parent shall be entitled to require the
      Exchange Agent to deliver to Parent (i) certificates representing shares of
      Parent Stock and (ii) cash held by the Exchange





18







Agent
      for
      payment of Cash Consideration and cash payments in lieu of fractional shares
      of
      Parent Stock, in each case, not delivered to holders of
      Certificates.  Thereafter, holders of Certificates shall be entitled
      to look only to Parent, which shall thereafter act as the Exchange Agent
      (subject to abandoned property, escheat or other similar Laws), as general
      creditors of Parent with respect to the delivery of the Merger Consideration
      (including payment of cash in lieu of fractional shares of Parent
      Stock).  None of Parent, the Surviving Corporation and the Exchange
      Agent shall be liable to any Person for any Merger Consideration delivered
      to a
      public official pursuant to any abandoned property, escheat or similar
      Law.




(f)          Lost,
      Stolen or Destroyed Certificates.  In the event that any
      Certificate shall have been lost, stolen or destroyed, upon the making of an
      affidavit attesting to that fact by the Person claiming such Certificate to
      be
      lost, stolen or destroyed and, if requested by Parent or the Surviving
      Corporation, the delivery by such Person of a bond (in such amount as Parent
      or
      the Surviving Corporation may reasonably direct) as indemnity against any claim
      that may be made against the Exchange Agent, Parent or the Surviving Corporation
      on account of the alleged loss, theft or destruction of such Certificate, the
      Exchange Agent will issue in exchange for such lost, stolen or destroyed
      Certificate a certificate representing shares of Parent Stock and/or deliver
      a
      check for Cash Consideration, and pay the cash in lieu of any fractional share
      of Parent Stock to which such holder is entitled, which constitute the total
      amount of Merger Consideration deliverable in respect of such Certificate as
      determined in accordance with this Article III.




(g)          Withholding
      Taxes. The right of any Person to receive payment or consideration
      payable upon surrender of a Certificate pursuant to the Merger will be subject
      to any applicable requirements with respect to the withholding of any
      Tax.  To the extent amounts are so withheld by Parent, the Surviving
      Corporation or the Exchange Agent, (i) such withheld amounts shall be treated
      for all purposes of this Agreement as having been paid to the holder of shares
      of Company Common Stock in respect of which the deduction and withholding was
      made and (ii) Parent shall, or shall cause the Surviving Corporation or the
      Exchange Agent, as the case may be, to, promptly pay over such withheld amounts
      to the appropriate Governmental Entity.




ARTICLE
      IV


REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY




Except
      (i) as reasonably apparent from disclosure in the Company SEC Documents filed
      on
      or prior to the date hereof  (excluding, with respect to the first
      sentence of Section 4.6 only, any disclosures in the first two sentences of
      the
      first paragraph under the caption “*We are subject to a complex and uncertain
      regulatory environment*” in Section 1A. Risk Factors of the Company’s Annual
      Report on Form 10-K for year ended December 31, 2006) or (ii) as set forth
      in a
      separate disclosure schedule (the “Company Disclosure Schedule”) which
      has been delivered by the Company to Parent at or prior to the execution of
      this
      Agreement (each section of which qualifies the correspondingly numbered
      representation and warranty, or covenant, to the extent specified therein and
      such other representations, warranties and covenants to the extent a matter
      in
      such section is disclosed in such a way as to make its relevance to the
      information called for by such other representation and warranty, or covenant,
      reasonably apparent on its face), the Company hereby represents and warrants
      to
      Merger Sub and Parent as follows:





19







Section 4.1.  Corporate
      Organization.




(a)           Each
      of the Company and the Company Material Subsidiaries is a corporation, duly
      incorporated, validly existing and in good standing under the laws of the
      jurisdiction of its incorporation and has the requisite corporate power and
      authority to own or lease all of its properties and assets and to carry on
      its
      business as it is now being conducted.  Each of the Company and the
      Company Material Subsidiaries is duly licensed or qualified to do business
      in
      each jurisdiction in which the nature of the business conducted by it or the
      character or location of the properties and assets owned or leased by it makes
      such licensing or qualification necessary, except where the failure to be so
      licensed or qualified would not be reasonably expected to have, when aggregated
      with all other such failures, a Company Material Adverse Effect.




(b)           The
      copies of the Company Articles and Company By-laws most recently filed with
      the
      Company SEC Documents are true, complete and correct copies of such documents
      as
      in effect as of the date of this Agreement.




Section 4.2.  Capitalization.




(a)           The
      authorized capital stock of the Company consists of 50,000,000 shares of capital
      stock, of which (i) 40,000,000 shares have been designated as shares of Company
      Common Stock and (ii) 151,000 shares have been designated as shares of Class
      A
      Junior Participating Preferred Stock, par value $1.00 per share, of the Company
      (“Company Preferred Stock”) for issuance upon exercise of the Company
      Rights pursuant to the Rights Agreement.  At the close of business on
      June 29, 2007, (i) 15,005,000 shares of Company Common Stock were issued and
      outstanding, (ii) 35,000 shares of Company Common Stock were held in the
      Company’s treasury, (iii) no shares of Company Common Stock were reserved for
      issuance, (iv) no shares of Company Preferred Stock were issued and outstanding
      (but 151,000 shares of Company Preferred Stock were reserved for issuance upon
      exercise of the Company Rights pursuant to the Rights Agreement), and (v) no
      other class or series of shares of capital stock of the Company had been
      designated, issued or reserved for issuance.  All of the issued and
      outstanding shares of Company Common Stock have been duly authorized and validly
      issued and are fully paid, nonassessable and free of any preemptive
      rights.  Except as provided in this Agreement and except for the
      Company Rights, there are no outstanding subscriptions, options, warrants,
      calls, commitments, rights, arrangements, undertakings or agreements of any
      character calling for the purchase, issuance, redemption or repurchase of any
      securities of the Company to which the Company or any Company Subsidiary is
      a
      party, including any securities representing the right to purchase or otherwise
      receive any shares of Company Common Stock.




(b)           Section 4.2(b)
      of the Company Disclosure Schedule sets forth, as of the date of this Agreement,
      each Company Material Subsidiary.  The Company directly or indirectly
      owns, beneficially and of record, all of the issued and outstanding shares
      of
      the capital stock of each Company Material Subsidiary, free and clear of any
      Liens, except for (i) Liens imposed under federal or state securities Laws,
      (ii)
      Liens specifically disclosed in the Company SEC Financial Statements and (iii)
      Liens that would not be reasonably expected to have, individually or in the
      aggregate, a Company Material Adverse Effect.  All such shares of
      capital stock are duly authorized and validly issued and are fully paid,
      nonassessable and free of any preemptive





20







rights.  Neither
      the Company nor any of the Company Material Subsidiaries has any outstanding
      subscriptions, options, warrants, calls, commitments or agreements of any
      character calling for the purchase or issuance of any security of any of the
      Company Material Subsidiaries, including any securities representing the right
      to purchase or otherwise receive any shares of capital stock of any of the
      Company Material Subsidiaries.  There are no restrictions on the
      Company with respect to voting the stock of any Company Material
      Subsidiary.




(c)           Section 4.2(c)
      of the Company Disclosure Schedule sets forth, as of the date of this Agreement,
      each corporation, limited liability company, partnership or other entity in
      which the Company has a direct or indirect ownership interest and which is
      not a
      Company Material Subsidiary, and the Company’s percentage ownership
      thereof.  The Company owns all interests set forth in
Section 4.2(c) of the Company Disclosure Schedule free and clear of
      any Liens, except for (i) Liens imposed under the applicable partnership or
      similar governing agreement or under federal or state securities Laws, (ii)
      Liens specifically disclosed in the Company SEC Financial Statements, and (iii)
      Liens that would not be reasonably expected to have, individually or in the
      aggregate, a Company Material Adverse Effect.




Section 4.3.  Authority.




(a)           The
      Company has all necessary corporate power and authority to execute and deliver
      this Agreement and to consummate the Transactions to be consummated by it,
      subject to the Company obtaining, prior to the Effective Time, the affirmative
      vote for the approval and adoption of this Agreement of a majority of the votes
      cast on the matter by the holders of Company Common Stock at the Company
      Shareholders’ Meeting when a quorum is present (the “Company Shareholder
      Approval”).  The execution, delivery and performance by the
      Company of this Agreement, and the consummation by the Company of the
      Transactions to be consummated by it, have been duly authorized and approved
      by
      the Board of Directors of the Company and, except for obtaining the Company
      Shareholder Approval, no other corporate action on the part of the Company
      or
      its shareholders is necessary to authorize the execution and delivery by the
      Company of this Agreement and the consummation by the Company of the
      Transactions to be consummated by it.  This Agreement has been duly
      executed and delivered by the Company and, assuming due and valid authorization,
      execution and delivery of this Agreement by Parent and Merger Sub, constitutes
      a
      valid and binding obligation of the Company, enforceable against the Company
      in
      accordance with its terms, except as such enforceability (i) may be limited
      by
      bankruptcy, insolvency, moratorium or other similar Laws affecting or relating
      to the enforcement of creditors’ rights generally and (ii) is subject to general
      principles of equity.




(b)           At
      a meeting duly called and held, the Board of Directors of the Company, subject
      to the proviso to Section 2.6(b)(i) and to Section 6.3(c), (i) adopted and
      approved this Agreement, the Merger and each of the other Transactions and
      the
      submission of this Agreement to the Company’s shareholders for approval and (ii)
      resolved to recommend that the Company’s shareholders vote in favor of the
      approval and adoption of this Agreement at the Company Shareholders’
Meeting.  None of the aforesaid actions by the Board of Directors of
      the Company has been amended, rescinded or modified as of the date of this
      Agreement.





21







Section 4.4.  Consents
      and Approvals; No
      Violations.




(a)           Except
      for (i) the consents and approvals set forth in Section 4.4(a) of
      the Company Disclosure Schedule, (ii) the filing with the SEC of the Proxy
      Statement/Prospectus and an amendment to the Company’s Registration Statement on
      Form 8-A with respect to the Rights Agreement Amendment, (iii) the filing with
      the Department of State of the Articles of Merger and the related docketing
      statements, (iv) such other filings, permits, authorizations, consents and
      approvals as may be required under, and other applicable requirements of, the
      Exchange Act, the Exchange Act Rules, the HSR Act, and the applicable
      requirements of NASDAQ, (v) filings with, and the approval required by, the
      FCC
      under the Communications Act or the FCC Rules, and (vi) filings with, and the
      approval required by, the PPUC under the Pennsylvania Public Utility Code or
      the
      PPUC Rules (all of the foregoing, collectively, the “Company Required
      Statutory Approvals”), no consent or approval of, or filing, declaration or
      registration with, any Governmental Entity, which has not been received or
      made,
      is required to be obtained by or made by the Company for the consummation by
      the
      Company of the Transactions to be consummated by it, other than such consents,
      approvals, filings, declarations or registrations that if not obtained or made,
      would not be reasonably expected to have, individually or in the aggregate,
      a
      Company Material Adverse Effect**.**




(b)           None
      of the execution and delivery by the Company of this Agreement and the
      consummation by the Company of the Transactions to be consummated by it, and
      compliance by the Company with any of the terms and provisions of this
      Agreement, will (i) violate any provision of the Company Articles or Company
      By-laws or the Articles of Incorporation or By-laws (or any similar
      organizational documents with a different name) of any Company Material
      Subsidiary or (ii) assuming that the Company Shareholder Approval and the
      Company Required Statutory Approvals are obtained or made, as the case may
      be,
      prior to the Effective Time, (x) violate any Law applicable to the Company
      or
      any Company Subsidiary or any of their respective properties or assets, or
      the
      award of any arbitrator or panel of arbitrators applicable to the Company or
      any
      Company Subsidiary or any of their respective properties or assets, or (y)
      violate, result in the loss of any material benefit under, constitute a default
      (or an event which, with notice or lapse of time, or both, would constitute
      a
      default) under, result in the termination of or a right of termination or
      cancellation under, accelerate the performance required by, or result in the
      creation of any Lien upon any of the respective properties or assets of the
      Company or any Company Subsidiary under any note, bond, mortgage, indenture,
      deed of trust, license, permit, lease, contract, agreement or other instrument
      to which the Company or any Company Subsidiary is a party or by which the
      Company or any Company Subsidiary or any of their respective properties or
      assets may be bound or affected, in any such case involving payments to or
      from
      the Company or any Company Subsidiary of more than $50,000 per year, except,
      in
      the case of clause (ii) above, for such violations, losses of benefits,
      defaults, events, terminations, rights of termination or cancellation,
      accelerations or Lien creations as would not be reasonably expected to have,
      individually or in the aggregate, a Company Material Adverse
      Effect.




Section 4.5.  SEC
      Documents; Financial
      Statements; Undisclosed Liabilities.




(a)           The
      Company has filed all reports, schedules, forms and registration statements with
      the SEC required to be filed by it pursuant to the Securities Act and
      the





22







Securities
      Act Rules, or the Exchange Act and the Exchange Act Rules, in each such case
      since January 1, 2005 (collectively, and in each case including all annexes
      and
      schedules thereto and documents incorporated by reference therein, the
“Company SEC Documents”).  As of their respective dates (or if
      subsequently amended or superseded by a filing prior to the date of this
      Agreement, on the date of such filing), the Company SEC Documents complied
      as to
      form in all material respects with the requirements of the Securities Act or
      the
      Exchange Act, as the case may be, and the rules and regulations of the SEC
      promulgated thereunder applicable to such Company SEC Documents, and none of
      the
      Company SEC Documents as of such dates contained any untrue statement of a
      material fact or omitted to state a material fact required to be stated therein
      or necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading.  To the
      Company’s Knowledge, as of the date hereof, none of the Company SEC Documents is
      the subject of ongoing SEC review.




(b)           The
      Company is in compliance with, and has complied, in all material respects with
      (i) the applicable provisions of the Sarbanes-Oxley Act of 2002 and the related
      rules and regulations promulgated thereunder, and (ii) the applicable listing
      and corporate governance rules and regulations of NASDAQ.  The Company
      has established and maintains disclosure controls and procedures and internal
      control over financial reporting (as such terms are defined in paragraphs
      (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as
      required by Rule 13a-15 under the Exchange Act.  The Company’s
      disclosure controls and procedures are reasonably designed to ensure that all
      material information required to be disclosed by the Company in the reports
      that
      it files or furnishes under the Exchange Act is recorded, processed, summarized
      and reported within the time periods specified in the rules and forms of the
      SEC, and that all such material information is accumulated and communicated
      to
      the management of the Company as appropriate to allow timely decisions regarding
      required disclosure and to make the certifications required pursuant to
      Sections 302 and 906 of the Sarbanes-Oxley Act.  The management
      of the Company has completed its assessment of the effectiveness of the
      Company’s internal control over financial reporting in compliance with the
      requirements of Section 404 of the Sarbanes-Oxley Act for the year ended
      December 31, 2006, and such assessment concluded that such controls were
      effective to provide reasonable assurance regarding the reliability of the
      Company’s financial reporting and the preparation of the Company’s financial
      statements for external purposes in accordance with GAAP.  The Company
      has disclosed, based on its assessment of the effectiveness of the Company’s
      internal control over financial reporting in compliance with the requirements
      of
      Section 404 of the Sarbanes-Oxley Act for the year ended December 31,
      2006, to the Company’s independent registered accounting firm and the audit
      committee of the Board of Directors of the Company (A) any significant
      deficiencies and material weaknesses in the design or operation of internal
      control over financial reporting which are reasonably likely to adversely affect
      the Company’s ability to record, process, summarize and report financial
      information and (B) any fraud, whether or not material, of which there is
      Company’s Knowledge that involves management or other employees who have a
      significant role in the Company’s internal control over financial reporting for
      the year ended December 31, 2006.  The Company has made available to
      Parent a summary of any such disclosures made by management to such accounting
      firm or audit committee for the year ended December 31, 2006.




(c)           The
      consolidated financial statements of the Company included in the Company SEC
      Documents (the “Company SEC Financial Statements”) (i) have been prepared
      in





23







accordance
      with GAAP (except as may be otherwise indicated therein or in the notes thereto
      and except, in the case of unaudited consolidated quarterly statements, as
      permitted by Form 10-Q of the Exchange Act), applied on a consistent basis
      during the periods involved, (ii) complied in all material respects with
      published rules and regulations of the SEC with respect thereto, and (iii)
      fairly present in all material respects the consolidated financial position
      of
      the Company and its consolidated Company Subsidiaries as of the respective
      dates
      thereof and the consolidated statements of income, cash flows and (in the case
      of audited annual statements) shareholders’ equity for the respective periods
      then ended (subject, in the case of unaudited quarterly statements, to normal
      year-end audit adjustments and the absence of footnotes).




(d)           As
      of March 31, 2007, neither the Company nor any of the Company Subsidiaries
      had
      any liabilities or obligations that would have been required by GAAP to be
      reflected in the consolidated balance sheet of the Company and the Company
      Subsidiaries as of such date, except (i) for such liabilities and obligations
      reflected, reserved against or otherwise disclosed in the consolidated balance
      sheet of the Company and the Company Subsidiaries as of such date (including
      the
      notes thereto) that is included in the Company SEC Financial Statements and
      (ii)
      for such liabilities and obligations as would not be reasonably expected to
      have, individually or in the aggregate, a Company Material Adverse Effect (it
      is
      understood and agreed that the representations and warranties contained in
      this
      Section 4.5(d): (x) do not apply to matters described in any of Section 4.4,
      the
      other portions of this Section 4.5, and Sections 4.7, 4.9, 4.10, 4.11, 4.12,
      4.14, 4.15 and 4.16 (which are addressed exclusively in those Sections) and
      (y)
      shall not be deemed breached if such breach relates to a matter which is covered
      by a representation or warranty of the Company contained in this Article IV
      (other than this Section 4.5(d)) that contains a “Company’s Knowledge”
qualification).




(e)           Since
      December 31, 2006 to the date of this Agreement, (i) neither the Company
      nor any Company Subsidiary nor, to the Company’s Knowledge, any director,
      officer, auditor, accountant or representative of the Company or any of the
      Company Subsidiaries has received any written complaint, allegation, assertion
      or claim that the Company or any of the Company Subsidiaries has engaged in
      improper or illegal accounting or auditing practices or maintains improper
      or
      inadequate internal accounting controls relating to the Company and the Company
      Subsidiaries, taken as a whole, (ii) no attorney representing the Company
      or any Company Subsidiary has made a report to the Company’s chief legal
      officer, chief executive officer or Board of Directors (or any committee
      thereof) pursuant to the SEC’s Standards of Professional Conduct for Attorneys
      (17 CFR Part 205), and (iii) the Company has disclosed to its outside auditors
      any fraud, whether or not material, of which there is Company’s Knowledge that
      involves management or other employees who have a significant role in the
      Company’s internal control over financial reporting.




Section 4.6.  Absence
      of Certain Changes or
      Events.  Except as expressly contemplated by this Agreement, since
      March 31, 2007, no events have occurred which have had or would be reasonably
      expected to have, individually or in the aggregate, a Company Material Adverse
      Effect.  From March 31, 2007 to the date of this Agreement, (i) the
      Company and the Company Subsidiaries have carried on and operated their
      respective businesses in all material respects in the ordinary course of
      business and (ii) there has been no:





24







(a)           declaration,
      setting aside or payment of any dividend or other distribution in respect of
      the
      capital stock of the Company, other than the declaration and payment by the
      Company of regular quarterly cash dividends on the shares of Company Common
      Stock;




(b)           redemption
      or other acquisition by the Company of any of its capital stock;




(c)           stock
      split, reverse stock split, combination or reclassification of the shares of
      Company Common Stock;




(d)           increase
      in the rate or terms of compensation payable by the Company or any of the
      Company Subsidiaries to any of their respective directors, officers or employees
      whose annual base compensation exceeds $100,000, or grant or increase in the
      rate or terms of any bonus, pension, severance or other employee benefit plan,
      policy, agreement or arrangement with, for or in respect of any of their
      respective directors, officers or employees whose annual base compensation
      exceeds $100,000, except in any such case for grants or increases
      (i) required pursuant to the terms of plans or agreements in effect on the
      date of this Agreement, (ii) occurring in the ordinary course of business,
      or (iii) required by Law;




(e)           adoption
      or amendment (except as may be required by Law) of any Company Benefit Plan
      or
      any bonus, profit sharing, compensation, stock option, pension, retirement,
      deferred compensation, employment or other employee benefit plan, agreement,
      trust, fund or other arrangement for the benefit or welfare of any employee,
      director or former director or employee;




(f)           material
      change by the Company in accounting methods, principles or practices except
      as
      required by GAAP;




(g)           amendment
      of any material Company Tax Return or the making of any material Tax election;
      or




(h)           any
      agreement or commitment, whether in writing or otherwise, to take any action
      described in clauses (a) through (g) above.




Section 4.7.  Litigation;
      Other
      Proceedings.  Except (i) as would not be reasonably expected to
      have, individually or in the aggregate, a Company Material Adverse Effect and
      (ii) for any litigation (or threatened litigation) concerning this Agreement
      or
      any of the Transactions or relating to the Company’s 2007 annual meeting of
      shareholders, there is no action, arbitration, suit, formal complaint (other
      than complaints by customers (other than carriers) in the ordinary course of
      business) or proceeding pending or, to the Company’s Knowledge, threatened
      against the Company or any of the Company Subsidiaries or any of their
      respective properties or assets or any of their respective officers or directors
      (in their capacity as officers or directors of the Company or any Company
      Subsidiary) before any Governmental Entity.




Section 4.8.  Personal
      Property; Real
      Property.




(a)           None
      of the tangible personal property of the Company or any Company Subsidiary
      is
      subject to any Liens, other than Permitted Liens.  The Company and the
      Company





25







Subsidiaries
      have good title to, or a valid leasehold interest in, or with respect to
      licensed assets only, a valid license to use, the tangible personal assets
      and
      properties used or held for use by the Company and the Company Subsidiaries
      in
      connection with the conduct of their respective businesses as conducted as
      of
      the date of this Agreement, except where failure to have good title or a valid
      leasehold or license would not be reasonably expected to have, individually
      or
      in the aggregate, a Company Material Adverse Effect.




(b)           Section
      4.8(b) of the Company Disclosure Schedule sets forth a complete and correct
      list as of the date of this Agreement of all real property owned by the Company
      or any Company Subsidiary (other than property rights with respect to land
      upon
      which telephone poles or wires are located) (collectively, the “Owned Real
      Property”) and, for each parcel of Owned Real Property, identifies the
      street address (or other identifying information) of such Owned Real
      Property.




(c)           Section
      4.8(c) of the Company Disclosure Schedule sets forth a complete and correct
      list as of the date of this Agreement of all real property leased, subleased,
      licensed or otherwise occupied (whether as tenant, subtenant or pursuant to
      other occupancy arrangements) by the Company or any Company Subsidiary (other
      than property rights with respect to land upon which telephone poles or wires
      are located) (collectively, including the improvements thereon, the “Leased
      Real Property”) and, for each parcel of Leased Real Property, identifies the
      street address (or other identifying information) of such Leased Real
      Property.




(d)           The
      Company or a Company Subsidiary has good fee simple title to all Owned Real
      Property, and, to the Company’s Knowledge, enjoys peaceful and undisturbed
      possession of all Leased Real Property, free and clear of all Liens, except
      Permitted Liens.




(e)           Except
      for Permitted Liens, as of the date of this Agreement, none of the Owned Real
      Properties is subject to any lease, sublease, license or other agreement
      granting to any Person (other than the Company or any Company Subsidiary) any
      right to the use or occupancy of such Owned Real Property or any part
      thereof.  Except as would not reasonably be expected to have, in the
      aggregate, a Company Material Adverse Effect, to the Company’s Knowledge there
      does not exist any condemnation or eminent domain proceeding that affects any
      Owned Real Property or Leased Real Property.




Section 4.9.  Taxes.  Except
      as
      would not be reasonably expected to have, individually or in the aggregate,
      a
      Company Material Adverse Effect, (i) all Tax returns, reports and similar
      statements, including information returns and reports, claims for refund, and
      amended or substituted returns and reports (including any schedules attached
      thereto) required to be filed by or on behalf of the Company or any of the
      Company Subsidiaries (collectively, the “Company Tax Returns”) have been
      timely filed (taking into account any extensions), (ii) as of the times of
      filing, the Company Tax Returns were correct, (iii) the Company and the Company
      Subsidiaries have timely paid, withheld or made provision for all Taxes shown
      as
      due and payable on the Company Tax Returns that have been filed or that are
      otherwise due and owing, other than Taxes that are being contested in good
      faith, which have not been finally determined, and have been adequately reserved
      against in accordance with GAAP on the Company’s most recent consolidated
      financial statements, and (iv) to the Company’s Knowledge, as of the date of
      this





26





Agreement,
      there are no pending or threatened claims against or with respect to the Company
      or any of the Company Subsidiaries in respect of any Tax.




Section 4.10.  Licenses.  Except
      as would not reasonably be expected to have, individually or in the aggregate,
      a
      Company Material Adverse Effect, (i) all Licenses required for the operation
      of
      the businesses of the Company and the Company Subsidiaries as currently
      conducted are in full force and effect, (ii) all fees due and payable by the
      Company or any of the Company Subsidiaries to any Governmental Entities pursuant
      to the rules governing such Licenses have been paid, (iii) the Company and
      the
      Company Subsidiaries are in compliance with the terms of each such License
      of
      which it is a licensee, and (iv) there is no proceeding being conducted by any
      Governmental Entity of which the Company or any Company Subsidiary has received
      notice or, to the Company’s Knowledge, any proceeding or investigation
      threatened by any Governmental Entity, seeking the termination, suspension,
      modification, cancellation, revocation or nonrenewal of any of such Licenses
      or
      the imposition on the Company or any of the Company Subsidiaries of any penalty
      or fine with respect to any of such Licenses.




Section 4.11.  Compliance
      with
      Laws.




(a)           Except
      with respect to matters described in any of Sections 4.4, 4.5, 4.7, 4.9, 4.10,
      4.12, 4.14, 4.15 and 4.16, which are excluded from the provisions of this
      Section 4.11, and except as would not be reasonably expected to have,
      individually or in the aggregate, a Company Material Adverse Effect, neither
      the
      Company nor any of the Company Subsidiaries is in violation of any Law
      applicable to the Company or any of the Company Subsidiaries or any award of
      any
      arbitrator or panel of arbitrators applicable to the Company or any of the
      Company Subsidiaries.




(b)           Neither
      the Company nor any of the Company Subsidiaries is in violation of any
      requirement of applicable Law related to privacy, data protection or the
      collection and use of personal information gathered or used by the Company
      and
      the Company Subsidiaries applicable to the Company or any of the Company
      Subsidiaries or by which the Company or any of the Company Subsidiaries or
      any
      of their respective businesses or properties is bound, except for violations
      that would not reasonably be expected to have, individually or in the aggregate,
      a Company Material Adverse Effect.




Section 4.12.  Employee
      Benefits.




(a)           Set
      forth in Section 4.12(a) of the Company Disclosure Schedule is a
      complete and correct list as of the date of this Agreement of each “employee
      benefit plan” (within the meaning of Section 3(3) of ERISA), each stock
      based, severance, retention, employment, change-in-control, deferred
      compensation or supplemental retirement agreement, program, policy or
      arrangement, and each material bonus, incentive, vacation or other material
      employee benefit plan, agreement, program, policy or arrangement with respect
      to
      current or former employees, any of which is maintained or sponsored by the
      Company or any of the Company Subsidiaries or with respect to which the Company
      or any of the Company Subsidiaries is obligated to make any
      contributions.  All such plans, agreements, programs, policies and
      arrangements, other than any plans maintained or sponsored by the
      Communications





27







Workers
      of America, are hereinafter referred to collectively as the “Company Benefit
      Plans” and individually as a “Company Benefit Plan.”




(b)           With
      respect to each Company Benefit Plan, the Company has made available to Parent
      (i) a complete and current copy of such plan or a summary of such plan if no
      written plan document exists; (ii) the most recent determination letter, if
      applicable; (iii) the current summary plan description, if any; (iv) the most
      recent actuarial valuation report, if applicable; (v) the most recent annual
      reports on Form 5500, and (vi) service agreements, insurance policies and the
      most recent trust agreement, if applicable.




(c)           Each
      Company Benefit Plan has been operated and administered, in all material
      respects, in accordance with its terms and the requirements of all applicable
      Laws, including ERISA and the Code.  Each Company Benefit Plan which
      is intended to be qualified within the meaning of Section 401(a) of the
      Code has received a favorable determination letter as to its qualification
      or is
      a prototype plan that is the subject of a favorable opinion letter from the
      Internal Revenue Service, and, to the Company’s Knowledge, nothing has occurred
      since the date of such determination or opinion letter that would adversely
      affect such qualification.




(d)           [Intentionally
      omitted]




(e)           Neither
      the Company nor any of the Company Subsidiaries makes or is obligated to make
      contributions, or has within the last six (6) years made contributions, to
      a
“multiemployer plan” within the meaning of Section 4001(a) (3) of
      ERISA.




(f)           With
      respect to any “single-employer plan,” within the meaning of
      Section 4001(a)(15) of ERISA, maintained or contributed to by the Company
      or any of the Company Subsidiaries: (i) no liability to the PBGC has been
      incurred (other than for premiums not yet due); (ii) no proceedings to terminate
      any such plan have been instituted by the PBGC and no event or condition has
      occurred which would constitute grounds under Section 4042 of ERISA for the
      termination of, or the appointment of a trustee to administer, any such plan;
      and (iii) no “accumulated funding deficiency,” within the meaning of
      Section 302 of ERISA or Section 412 of the Code, whether or not
      waived, exists.




(g)           There
      are no actions, suits, claims (other than routine claims for benefits in the
      ordinary course) or governmental audits pending or, to the Company’s Knowledge,
      threatened with respect to any Company Benefit Plan, other than any such
      actions, suits, claims or audits that would not be reasonably expected to have,
      individually or in the aggregate, a Company Material Adverse
      Effect.




(h)           No
      Company Benefit Plan provides medical or dental benefits with respect to current
      or former employees of the Company or any Company Subsidiary beyond their
      termination of employment (other than to the extent required by applicable
      Law).




(i)           Neither
      the execution and delivery of this Agreement nor the consummation of the
      Transactions (either alone or in conjunction with any other event)
      will:  (i) increase any benefits otherwise payable under any Company
      Benefit Plan; (ii) result in any acceleration of the time of payment or vesting
      of any such benefits; (iii) limit or prohibit the ability to amend or terminate
      any Company Benefit Plan; (iv) require the funding of any trust or





28







other
      funding vehicle; or (v) renew or extend the term of any agreement in respect
      of
      compensation for an employee of the Company or any of the Company Subsidiaries
      that would create any liability to the Company or any of the Company
      Subsidiaries after consummation of the transactions contemplated
      hereby.




(j)           No
      Affiliates of the Company, other than the Company Subsidiaries, would be
      considered an “ERISA Affiliate” (i.e., an Affiliate or Person that, together
      with the Company, would be treated as a single employer under Section 414(b),
      (c), (d), or (o) of the Code).




(k)           No
      breach of fiduciary duty under ERISA or prohibited transaction (within the
      meaning of Section 406 of ERISA or Section 4975 of the Code) has occurred that
      would be reasonably expected to have, individually or in the aggregate, a
      Company Material Adverse Effect.




(l)           All
      contributions to such Company Benefit Plans, all payments under such
      Company Benefit Plans (other than those to be made from a trust qualified under
      Code Section 401(a)) and all payments with respect to such Company Benefit
      Plans
      have been paid when due, and to the extent unpaid, are reflected on the
      Company’s consolidated financial statements if and to the extent required in
      accordance with GAAP.




Section 4.13.  Contracts.




(a)           Section 4.13(a)
      of the Company Disclosure Schedule lists, as of the date of this Agreement,
      each
      Contract that is of a type described below:




(i)           any
      Contract to which the Company or any of the Company Subsidiaries is a party
      relating to indebtedness for borrowed money in excess of $500,000;




(ii)           any
      guarantee of any obligation for borrowed money in excess of $500,000 with
      respect to which the Company or any of the Company Subsidiaries is a
      guarantor;




(iii)           any
      collective bargaining agreement to which the Company or any of the Company
      Subsidiaries is a party (collective, the “Company Union
      Contracts”);




(iv)           any
      Contract to which the Company or any of the Company Subsidiaries is a party
      granting a right of first refusal, right of first offer or similar preferential
      right to purchase or acquire any of the Company’s or any of the Company
      Subsidiaries’ capital stock or assets;




(v)           any
      Contract to which the Company or any of the Company Subsidiaries is a party
      limiting, restricting or prohibiting the Company or any of the Company
      Subsidiaries from conducting business anywhere in the United States or elsewhere
      in the world, or any Contract to which the Company or any of the Company
      Subsidiaries is a party limiting the freedom of the Company or any of the
      Company Subsidiaries to engage in any line of business or to compete with any
      other Person;





29







(vi)           any
      joint venture or partnership agreement to which the Company or any of the
      Company Subsidiaries is a party; and




(vii)           any
      other Contract (including all amendments thereto) that would be required to
      be
      filed by the Company with the SEC as a “material contract” pursuant to Item
      601(b)(10) of Regulation  S-K under the Securities Act as of the date of
      this Agreement, other than this Agreement and the Rights Agreement
      Amendment.




The
      Company has, prior to the date of this Agreement, delivered or made available
      to
      Parent and Merger Sub true and correct copies of all Contracts referred to
      clauses (i) through (vii) above (except, with respect to any such Contract,
      to
      the extent that the Company or the applicable Subsidiary is precluded or
      restricted from doing so by the terms of such Contract or by any confidentiality
      agreement to which the Company or such Company Subsidiary is a party or by
      which
      it is bound).




(b)           With
      respect to each Contract to which the Company or any Company Subsidiary is
      a
      party, (i) neither the Company nor any of the Company Subsidiaries has breached
      or is in default under, nor has any of them received written notice of breach
      or
      default under, such Contract, (ii) to the Company’s Knowledge, no other party to
      such Contract has breached or is in default of any of its obligations
      thereunder, and (iii) such Contract is a valid, binding and legally enforceable
      obligation of the Company or one of the Company Subsidiaries and to the
      Company’s Knowledge, of the other party or parties thereto, and is in full force
      and effect, except in any such case for breaches, defaults or failures to be
      valid, binding and legally enforceable or to be in full force and effect that
      would not reasonably be expected to have, in the aggregate, a Company Material
      Adverse Effect.




Section
      4.14. Environmental Laws and
      Regulations.  Except for those matters that, individually or in
      the aggregate, would not reasonably be expected to have a Company Material
      Adverse Effect, (i) the Company and the Company Subsidiaries are in
      compliance with all applicable Environmental Laws; (ii) to the Company’s
      Knowledge, no property currently owned or operated by the Company or any of
      the Company Subsidiaries is contaminated with any Hazardous Substance which
      would reasonably be expected to result in liability under any Environmental
      Law;
      (iii) neither the Company nor any of the Company Subsidiaries would
      reasonably be expected to incur liability under any Environmental Law for any
      Hazardous Substance release to, disposal on or contamination of any property
      by
      the Company or any of the Company Subsidiaries (or, to the Company’s Knowledge,
      by any other Person); (iv) there are no legal, administrative, arbitral or
      other
      proceedings, claims, actions or causes of action currently pending before any
      Governmental Entity or arbitrator or panel of arbitrators or, to the Company’s
      Knowledge, threatened against the Company or any of the Company Subsidiaries,
      seeking to impose on the Company or any of the Company Subsidiaries liability
      or
      obligations arising under Environmental Laws; and (v) neither the Company nor
      any of the Company Subsidiaries is subject to any agreement, order, judgment
      or
      decree by or with any Governmental Entity imposing any liability or obligation
      under Environmental Laws.





30







Section
      4.15.  Labor Relations.




(a)           As
      of the date of this Agreement, no employees of the Company or any of the Company
      Subsidiaries are covered by a collective bargaining agreement other than the
      Company Union Contracts.




(b)           As
      of the date of this Agreement, there is no labor or employment-related charge,
      complaint or claim of any sort against the Company or any Company Subsidiary
      pending or, to the Company’s Knowledge, threatened before any Governmental
      Entity, except for such charges, complaints or claims that would not be
      reasonably expected to have, individually or in the aggregate, a Company
      Material Adverse Effect.  As of the date of this Agreement, there is
      no strike, lockout, work slowdown or stoppage or, to the Company’s Knowledge,
      labor organizing activity actually pending or, to the Company’s Knowledge,
      threatened against the Company or any of the Company Subsidiaries, with such
      exceptions as would not be reasonably expected to have, individually or in
      the
      aggregate, a Company Material Adverse Effect.




Section
      4.16.  Intellectual
      Property.




(a)           Section
      4.16(a) of the Company Disclosure Schedule sets forth a complete and correct
      list (or, in the case of copyrights, a description) as of the date of this
      Agreement of all trademark and service mark registrations and pending
      applications, copyright registrations and pending applications, and Internet
      domain name registrations owned by the Company or any of the Company
      Subsidiaries. The Company and the Company Subsidiaries as applicable (i) are
      the
      sole and exclusive owners of record of all such registrations and applications
      and (ii) have paid all taxes and fees required to renew and maintain in force
      and effect through the date of this Agreement all such registrations and
      applications, except where the failure to pay such fees and taxes would not
      be
      reasonably expected to have, in the aggregate, a Company Material Adverse
      Effect.  Neither the Company nor any of the Company Subsidiaries owns
      or has any interest in any patents or patent applications.  No Person
      has been granted a license or right to use any Intellectual Property owned
      by
      the Company or any of the Company Subsidiaries, except in connection with
      products or services offered by the Company in the ordinary course of
      business.




(b)           The
      Company and the Company Subsidiaries own or possess adequate licenses or other
      rights to use all Intellectual Property necessary to conduct their respective
      businesses as currently conducted, except where the failure to own or possess
      such rights would not be reasonably expected to have, in the aggregate, a
      Company Material Adverse Effect.  Except as would not be reasonably
      expected to have, in the aggregate, a Company Material Adverse Effect, (i)
      neither the Company nor any of the Company Subsidiaries is infringing,
      misappropriating or violating any Intellectual Property of any other Person,
      (ii) neither the Company nor any of the Company Subsidiaries is in breach of,
      or
      in default under, any license of Intellectual Property by any other Person
      to
      the Company or any of the Company Subsidiaries, (iii) to the Company’s
      Knowledge, no Person is infringing, misappropriating or otherwise violating
      any
      Intellectual Property owned by the Company or any of the Company Subsidiaries,
      and (iv) the Company and the Company Subsidiaries have taken commercially
      reasonable steps to establish policies and procedures requiring employees and
      contractors with access to Intellectual Property owned by the Company or any
      of
      the Company Subsidiaries to maintain the confidentiality of non-public
      information.





31







Section
      4.17.  Insurance.  The Company
      and each of the Company Subsidiaries maintains insurance coverage against such
      risks and in such amounts as the Company believes to be customary for companies
      of its size, in its geographic region and in the businesses in which the Company
      and the Company Subsidiaries operate.




Section
      4.18.  Transactions with
      Affiliates.  As of the date of this Agreement, there are no
      transactions, agreements, arrangements or understandings between the Company
      or
      any of the Company Subsidiaries, on the one hand, and any Affiliate of the
      Company (other than the Company Subsidiaries), on the other hand, of the type
      that would be required to be disclosed under Item 404 of Regulation S-K under
      the Securities Act.




Section
      4.19.  Rights Agreement; Restrictions on
      Business Combinations.  The Board of Directors of the Company has
      (i) approved the execution of the Rights Agreement Amendment such that the
      Company Rights issued pursuant to the terms of the Rights Agreement are
      inapplicable to this Agreement and the Transactions and (ii) taken all necessary
      action such that the restrictions imposed on business combinations by Section
      2538 and Subchapters E, F, G, H, I and J of Chapter 25 of the PBCL (to the
      extent such Subchapters apply to this Agreement and the Transactions), and
      Article X of the Company Articles, are inapplicable to this Agreement and the
      Transactions.    The Rights Agreement, as so amended, has
      not been further amended or modified (except, following the date of this
      Agreement, in accordance with Section 6.3(c)(y)).  A copy of the
      Rights Agreement Amendment has been previously provided to Parent.




Section 4.20.  Opinion
      of Financial
      Advisor.  The Board of Directors of the Company has received the
      opinion of Evercore Group L.L.C. (“Evercore”), the Company’s financial
      advisor, to the effect that, as of the date of this Agreement, the Merger
      Consideration is fair from a financial point of view to the holders of shares
      of
      Company Common Stock (other than Parent, Merger Sub and their respective
      Affiliates).




Section 4.21.  Broker’s
      Fees.  Except for Evercore and the fees and expenses payable to
      it, neither the Company nor any of the Company Subsidiaries, nor any of their
      respective officers or directors on behalf of the Company or the Company
      Subsidiaries, has employed any investment banker, financial advisor, broker,
      finder or other financial services intermediary, or incurred any liability
      for
      any related advisory fees, broker’s fees, commissions, finder’s fees or other
      compensation, in connection with any of the Transactions.




Section
        4.22.  No Other Representations or
        Warranties.  EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
        EXPRESSLY CONTAINED IN THIS ARTICLE IV, NEITHER THE COMPANY NOR ANY OTHER
        PERSON
        MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY ON BEHALF OF THE
        COMPANY.  THE COMPANY HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATION
        OR WARRANTY, WHETHER BY THE COMPANY, ANY COMPANY SUBSIDIARY, OR ANY OF THEIR
        RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON, NOTWITHSTANDING THE DELIVERY
        OR
        DISCLOSURE TO PARENT, MERGER SUB OR ANY OTHER PERSON OF ANY DOCUMENTATION
        OR
        OTHER WRITTEN OR ORAL INFORMATION BY THE COMPANY, ANY COMPANY SUBSIDIARY
        OR ANY
        OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON, AND NEITHER THE
        COMPANY
        NOR ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION
        OBLIGATION TO PARENT, MERGER SUB OR ANY OTHER PERSON RESULTING FROM SUCH
        DELIVERY OR DISCLOSURE, OR PARENT’S OR MERGER SUB’S USE, OF ANY
        SUCH
  32


DOCUMENTATION
        OR OTHER INFORMATION (INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS,
        FORECASTS OR OTHER MATERIAL MADE AVAILABLE TO PARENT OR MERGER SUB IN CERTAIN
        "DATA ROOMS" OR MANAGEMENT PRESENTATIONS IN EXPECTATION OF THE
        TRANSACTIONS).




ARTICLE
      V


REPRESENTATIONS
      AND WARRANTIES


OF
      PARENT
      AND MERGER SUB




Except
      (i) as reasonably apparent from disclosure in the Parent SEC Documents filed
      on
      or prior to the date hereof or (ii) as set forth in a separate disclosure
      schedule (the “Parent Disclosure Schedule”) which has been delivered by
      the Parent and Merger Sub to the Company at or prior to the execution of this
      Agreement (each section of which qualifies the correspondingly numbered
      representation and warranty, or covenant, to the extent specified therein and
      such other representations, warranties and covenants to the extent a matter
      in
      such section is disclosed in such a way as to make its relevance to the
      information called for by such other representation and warranty, or covenant,
      reasonably apparent on its face), Merger Sub and the Parent hereby jointly
      and
      severally represent and warrant to the Company as follows:




Section 5.1.  Corporate
      Organization.




(a)           Each
      of Parent, Merger Sub and the Parent Material Subsidiaries is a corporation,
      partnership or limited liability company duly incorporated or organized, validly
      existing and in good standing under the laws of the jurisdiction of its
      incorporation or organization and has the requisite power, corporate or
      otherwise, and authority to own or lease all of its properties and assets and
      to
      carry on its business as it is now being conducted.  Each of Parent,
      Merger Sub and the Parent Material Subsidiaries is duly licensed or qualified
      to
      do business in each jurisdiction in which the nature of the business conducted
      by it or the character or location of the properties and assets owned or leased
      by it makes such licensing or qualification necessary except where the failure
      to be so licensed or qualified would not be reasonably expected to have, when
      aggregated with all other such failures, a Parent Material Adverse
      Effect.




(b)           The
      copies of the Parent Certificate and Parent By-laws most recently filed with
      the
      Parent SEC Documents are true, complete and correct copies of such documents,
      and the copies of the Articles of Incorporation and By-laws of Merger Sub
      delivered to the Company prior to the date of this Agreement are true, complete
      and correct copies of such documents, in each case as in effect as of the date
      of this Agreement.




Section 5.2.  Capitalization.




(a)           The
      authorized capital stock of Parent consists of 110,000,000 shares of capital
      stock, of which 100,000,000 shares have been designated as shares of Parent
      Stock and 10,000,000 shares have been designated as shares of preferred stock,
      par value $0.01 per share, of Parent (“Parent Preferred
      Stock”).  At the close of business on June 29, 2007, (i)
      26,130,618 shares of Parent Stock were issued and outstanding, (ii) no shares
      of
      Parent Stock were held in Parent’s treasury, (iii) 508,916shares
      of Parent Stock were reserved for issuance pursuant to the





33







Parent
      Benefit Plans (and no shares of Parent Stock were reserved for any other
      purpose), (iv) no shares of Parent Preferred Stock were issued and outstanding
      (or reserved for any purpose), and (v) no other class or series of shares of
      capital stock of Parent had been designated, issued or reserved for
      issuance.  All of the issued and outstanding shares of Parent Stock
      have been duly authorized and validly issued and are fully paid, nonassessable
      and free of any preemptive rights.  Except as provided in this
      Agreement and except as set forth in clause (iii) of the second sentence of
      this
      Section 5.2(a), there are no outstanding subscriptions, options, warrants,
      calls, rights, arrangements, undertakings, commitments or agreements of any
      character calling for the purchase, issuance, redemption or repurchase of any
      securities of Parent to which Parent or any Parent Subsidiary is a party,
      including any securities representing the right to purchase or otherwise receive
      any shares of Parent Stock.  The shares of Parent Stock to be issued
      pursuant to the Merger, when issued in accordance with the terms and subject
      to
      the conditions of this Agreement, will be duly authorized, validly issued,
      fully
      paid and nonassessable and free of any preemptive rights, and will not be
      subject to any restrictions on the resale thereof under federal or state
      securities Laws.




(b)           The
      authorized capital stock of Merger Sub consists of 100 shares of Merger Sub
      Common Stock, all of which shares are issued and outstanding and are owned,
      of
      record and beneficially, solely by Parent.




(c)           Parent
      owns, directly or indirectly, all of the issued and outstanding shares of the
      capital stock or partnership or member interests of each Parent Material
      Subsidiary, free and clear of any Liens, except for (i) Liens imposed under
      federal or state securities Laws, (ii) Liens specifically disclosed in the
      Parent SEC Financial Statements and (iii) Liens that would not be reasonably
      expected to have, individually or in the aggregate, a Parent Material Adverse
      Effect.  All such shares of capital stock are duly authorized and
      validly issued and are fully paid, nonassessable and free of any preemptive
      rights.  Neither Parent nor any of the Parent Material Subsidiaries
      has any outstanding subscriptions, options, warrants, calls, commitments or
      agreements of any character calling for the purchase or issuance of any security
      of any of the Parent Material Subsidiaries, including any securities
      representing the right to purchase or otherwise receive any shares of capital
      stock of any of the Parent Material Subsidiaries.  There are no
      restrictions on Parent with respect to voting the stock of any Parent Material
      Subsidiary.




(d)           With
      respect to each corporation, limited liability company, partnership or other
      entity in which Parent or any of the Parent Subsidiaries has a direct or
      indirect ownership interest in which it invested and/or to which is loaned
      more
      than $20,000,000 and which is not a Parent Material Subsidiary, Parent owns
      such
      ownership interest free and clear of any Liens, except for (i) Liens imposed
      under the applicable partnership or similar governing agreement or under federal
      or state securities Laws, (ii) Liens specifically disclosed in the Parent SEC
      Financial Statements and (iii) Liens that would not be reasonably expected
      to
      have, individually or in the aggregate, a Parent Material Adverse
      Effect.




Section 5.3. Authority.  Each
      of
      Parent and Merger Sub has all necessary corporate power and authority to execute
      and deliver this Agreement and to consummate the Transactions to be consummated
      by it.  The execution, delivery and performance by Parent and Merger
      Sub of this Agreement, and the consummation by Parent and Merger Sub of the
      Transactions to be consummated by them, have been duly authorized and approved
      by the respective Boards of





34







Directors
      of Parent and Merger Sub, and by Parent as the sole shareholder of Merger Sub,
      and no other corporate action on the part of Parent or its stockholders, or
      Merger Sub or its shareholders, is necessary to authorize the execution and
      delivery by Parent and Merger Sub of this Agreement and the consummation by
      Parent and Merger Sub of the Transactions to be consummated by them, including
      the Parent Stock Issuance.  This Agreement has been duly executed and
      delivered by Parent and Merger Sub, and, assuming due and valid authorization,
      execution and delivery of this Agreement by the Company, constitutes the valid
      and binding obligation of each of Parent and Merger Sub, enforceable against
      each of them in accordance with its terms, except that such enforceability
      (i)
      may be limited by bankruptcy, insolvency, moratorium or other similar Laws
      affecting or relating to the enforcement of creditors’ rights generally and (ii)
      is subject to general principles of equity.




Section 5.4.  Consents
      and Approvals; No
      Violations.




(a)           Except
      for (i) the consents and approvals set forth in Section 5.4(a) of the
      Parent Disclosure Schedule, (ii) the filing with the SEC of the Parent
      Registration Statement, (iii) the filing with the Department of State of
      the Articles of Merger and related docketing statements, (iv) such filings
      and
      approvals as may be required to be made or obtained under the state blue sky
      or
      securities Laws of various states in connection with the issuance of shares
      of
      Parent Stock pursuant to this Agreement, (v) such filings as may be required
      to
      cause the shares of Parent Stock to be issued pursuant to this Agreement to
      be
      approved for listing on NASDAQ, (vi) such other filings, permits,
      authorizations, consents and approvals as may be required under, and other
      applicable requirements of, the Exchange Act, the Exchange Act Rules or the
      HSR
      Act, (vii) filings with, and the approval required by, the FCC under the
      Communications Act or the FCC Rules and (viii) filings with, and the approval
      required by, the PPUC under the Pennsylvania Public Utility Code or the PPUC
      Rules (all of the foregoing, collectively, the “Parent Required Statutory
      Approvals”), no consent or approval of, or filing, declaration or
      registration with, any Governmental Entity, which has not been received or
      made,
      is required to be obtained by or made by Parent or Merger Sub for the
      consummation by Parent and Merger Sub of the Transactions to be consummated
      by
      them, other than such consents, approvals, filings, declarations or
      registrations that, if not obtained or made, would not be reasonably expected
      to
      have, individually or in the aggregate, a Parent Material Adverse
      Effect.




(b)           None
      of the execution and delivery by Parent and Merger Sub of this Agreement and
      the
      consummation by Parent and Merger Sub of the Transactions to be consummated
      by
      them, and compliance by Parent and Merger Sub with any of the terms and
      provisions of this Agreement, will (i) violate any provision of the Parent
      Certificate or Parent By-laws, the Articles of Incorporation or By-laws of
      Merger Sub, or the Certificate of Incorporation or By-laws (or any similar
      organizational documents with a different name) of any other Parent Material
      Subsidiary or (ii) assuming that the Parent Required Statutory Approvals are
      obtained or made, as the case may be, prior to the Effective Time, (x) violate
      any Law applicable to Parent, Merger Sub or any other Parent Subsidiary or
      any
      of their respective properties or assets, or the award of any arbitrator or
      panel of arbitrators applicable to Parent, Merger Sub or any other Parent
      Subsidiary or any of their respective properties or assets or (y) violate,
      result in the loss of any material benefit under, constitute a default (or
      an
      event which, with notice or lapse of time, or both, would constitute a default)
      under, result in the termination of or a right of termination or cancellation
      under, accelerate the performance required by, or





35







result
      in
      the creation of any Lien upon any of the respective properties or assets of
      Parent, Merger Sub or any other Parent Subsidiary under any note, bond,
      mortgage, indenture, deed of trust, license, permit, lease, contract, agreement
      or other instrument to which Parent, Merger Sub or any other Parent Subsidiary
      is a party, or by which any of them or any of their respective properties or
      assets may be bound or affected, except, in the case of clause (ii) above,
      for
      such violations, losses of benefits, defaults, events, terminations, rights
      of
      termination or cancellation, accelerations or Lien creations as would not be
      reasonably expected to have, individually or in the aggregate, a Parent Material
      Adverse Effect.




(c)           Parent
      is qualified under applicable Laws to be a transferee of the Licenses issued
      by
      the FCC and PPUC.  To Parent’s Knowledge, there is (i) no reason why
      the FCC or the PPUC will not grant their consent to the transfer of control
      to
      Parent of the Licenses issued by the FCC and the PPUC, respectively, and (ii)
      no
      fact that would reasonably be expected to lead to a condition of the consent
      of
      the FCC or the PPUC that would not allow Parent to consummate the
      Transactions.  Parent does not have ten percent (10%) or greater
      foreign owners, including both equity and voting shares, and Parent is not
      controlled by foreigners such that the consent of the FCC will include Team
      Telecom review.




Section 5.5.  SEC
      Documents; Financial
      Statements; Undisclosed Liabilities.




(a)           Parent
      has filed all reports, schedules, forms and registration statements with the
      SEC
      required to be filed by it pursuant to the Securities Act and the Securities
      Act
      Rules, or the Exchange Act and the Exchange Act Rules, in each such case since
      January 1, 2005 (collectively, and in each case including all annexes and
      schedules thereto and documents incorporated by reference therein, the
“Parent SEC Documents”).  As of their respective dates (or if
      subsequently amended or superseded by a filing prior to the date of this
      Agreement, on the date of such filing), the Parent SEC Documents complied as
      to
      form in all material respects with the requirements of the Securities Act or
      the
      Exchange Act, as the case may be, and the rules and regulations of the SEC
      promulgated thereunder applicable to such Parent SEC Documents, and none of
      the
      Parent SEC Documents as of such dates contained any untrue statement of a
      material fact or omitted to state a material fact required to be stated therein
      or necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading.  To Parent’s
      Knowledge, as of the date hereof, none of the Parent SEC Documents is the
      subject of ongoing SEC review.




(b)           Parent
      is in compliance with, and has complied, in all material respects with (i)
      the
      applicable provisions of the Sarbanes-Oxley Act of 2002 and the related rules
      and regulations promulgated thereunder, and (ii) the applicable listing and
      corporate governance rules and regulations of NASDAQ.  Parent has
      established and maintains disclosure controls and procedures and internal
      control over financial reporting (as such terms are defined in paragraphs
      (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as
      required by Rule 13a-15 under the Exchange Act.  Parent’s
      disclosure controls and procedures are reasonably designed to ensure that all
      material information required to be disclosed by Parent in the reports that
      it
      files or furnishes under the Exchange Act is recorded, processed, summarized
      and
      reported within the time periods specified in the rules and forms of the SEC,
      and that all such material information is accumulated and communicated to the
      management of Parent as appropriate to allow timely decisions regarding required
      disclosure and to make the certifications required pursuant to





36







Sections 302
      and 906 of the Sarbanes-Oxley Act.  The management of Parent has
      completed its assessment of the effectiveness of Parent’s internal control over
      financial reporting in compliance with the requirements of Section 404 of
      the Sarbanes-Oxley Act for the year ended December 31, 2006, and such
      assessment concluded that such controls were effective to provide reasonable
      assurance regarding the reliability of Parent’s financial reporting and the
      preparation of Parent’s financial statements for external purposes in accordance
      with GAAP.  Parent has disclosed, based on its assessment of the
      effectiveness of Parent’s internal control over financial reporting in
      compliance with the requirements of Section 404 of the Sarbanes-Oxley Act
      for the year ended December 31, 2006, to Parent’s independent registered
      accounting firm and the audit committee of the Board of Directors of Parent
      (A) any significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are reasonably
      likely to adversely affect Parent’s ability to record, process, summarize and
      report financial information and (B) any fraud, whether or not material, of
      which there is Parent’s Knowledge that involves management or other employees
      who have a significant role in Parent’s internal control over financial
      reporting for the year ended December 31, 2006.  Parent any has made
      available to the Company a summary of any such disclosures made by management
      to
      such accounting firm or audit committee for the year ended December 31,
      2006.




(c)           The
      consolidated financial statements of Parent included in the Parent SEC Documents
      (the “Parent SEC Financial Statements”) (i) have been prepared in
      accordance with GAAP (except as may be otherwise indicated therein or in the
      notes thereto and except, in the case of unaudited consolidated quarterly
      statements, as permitted by Form 10-Q of the Exchange Act), applied on a
      consistent basis during the periods involved, (ii) complied in all material
      respects with published rules and regulations of the SEC with respect thereto,
      and (iii) fairly present in all material respects the consolidated financial
      position of Parent and its consolidated Parent Subsidiaries as of the respective
      dates thereof and the consolidated statements of income, cash flows and changes
      in stockholders’ equity for the respective periods then ended (subject, in the
      case of unaudited quarterly statements, to normal year-end audit adjustments
      and
      the absence of footnotes).




(d)           As
      of March 31, 2007, neither Parent nor any of the Parent Subsidiaries had any
      liabilities or obligations that would have been required by GAAP to be reflected
      in the consolidated balance sheet of Parent and the Parent Subsidiaries as
      of
      such date, except (i) for such liabilities and obligations reflected, reserved
      against or otherwise disclosed in the consolidated balance sheet of Parent
      and
      the Parent Subsidiaries as of such date (including the notes thereto) that
      is
      included in the Parent SEC Financial Statements and (ii) for such liabilities
      and obligations as would not be reasonably expected to have, individually or
      in
      the aggregate, a Parent Material Adverse Effect (it is understood and agreed
      that the representations and warranties contained in this Section 5.5(d): (x)
      do
      not apply to matters described in any of Section 5.4, the other provisions
      of
      this Section 5.5, and Sections 5.7, 5.8, 5.9, 5.10, 5.11 and 5.17 (which are
      addressed exclusively in those Sections) and (y) shall not be deemed breached
      if
      such breach relates to a matter which is covered by a representation or warranty
      of Parent and Merger Sub contained in this Article V (other than this Section
      5.5(d)) that contains a “Parent’s Knowledge” qualification).




(e)           Since
      December 31, 2006 to the date of this Agreement, (i) neither Parent nor any
      Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, auditor,
      accountant





37







or
      representative of Parent or any of the Parent Subsidiaries has received any
      written complaint, allegation, assertion or claim that Parent or any of the
      Parent Subsidiaries has engaged in improper or illegal accounting or auditing
      practices or maintains improper or inadequate internal accounting controls
      relating to Parent and the Parent Subsidiaries, taken as a whole, (ii) no
      attorney representing Parent or any Parent Subsidiary has made a report to
      Parent’s chief legal officer, chief executive officer or Board of Directors (or
      any committee thereof) pursuant to the SEC’s Standards of Professional Conduct
      for Attorneys (17 CFR Part 205), and (iii) Parent has disclosed to its outside
      auditors any fraud, whether or not material, of which there is Parent’s
      Knowledge that involves management or other employees who have a significant
      role in Parent’s internal control over financial reporting.




Section 5.6.  Absence
      of Certain Changes or
      Events.  Except as expressly contemplated in this Agreement, since
      March 31, 2007, no events have occurred which have had or would be reasonably
      expected to have, individually or in the aggregate, a Parent Material Adverse
      Effect.  From March 31, 2007, to the date of this Agreement, (i)
      Parent and the Parent Subsidiaries have carried on and operated their respective
      businesses in all material respects in the ordinary course of business and
      (ii)
      there has been no:




(a)           declaration,
      setting aside or payment of any dividend or other distribution in respect of
      the
      capital stock of the Parent, other than the declaration and payment by Parent
      of
      regular quarterly cash dividends on the shares of Parent Stock;




(b)           redemption
      or other acquisition by Parent of any of its capital stock;




(c)           stock
      split, reverse stock split, combination or reclassification of the shares of
      Parent Stock;




(d)           material
      change by Parent in accounting methods, principles or practices except as
      required by GAAP; or




(e)           any
      agreement or commitment, whether in writing or otherwise, to take any action
      described in clauses (a) through (d) above.




Section 5.7.  Litigation;
      Other
      Proceedings.  Except (i) as would not be reasonably expected to
      have, individually or in the aggregate, a Parent Material Adverse Effect and
      (ii) for any litigation (or threatened litigation) concerning this Agreement
      or
      any of the Transactions, there is no action, arbitration, suit, formal complaint
      (other than complaints by customers (other than carriers) in the ordinary course
      of business) or proceeding pending or, to Parent’s Knowledge, threatened against
      Parent or any of the Parent Subsidiaries or any of their respective properties
      or assets or any of their respective officers or directors (in their capacity
      as
      officers or directors of Parent or any Parent Subsidiary) before any
      Governmental Entity.




Section 5.8. Taxes.  Except
      as
      would not be reasonably expected to have, individually or in the aggregate,
      a
      Parent Material Adverse Effect, (i) all Tax returns, reports and similar
      statements, including information returns and reports, claims for refund, and
      amended or substituted returns and reports (including any schedules attached
      thereto) required to be filed by or on behalf of Parent or any of the Parent
      Subsidiaries (collectively, the “Parent Tax Returns”) have been timely
      filed (taking into account any extensions), (ii) as of the times of filing,
      the





38







Parent
      Tax Returns were correct, (iii) Parent and the Parent Subsidiaries have timely
      paid, withheld or made provision for all Taxes shown as due and payable on
      the
      Parent Tax Returns that have been filed or that are otherwise due and owing,
      other than Taxes that are being contested in good faith, which have not been
      finally determined, and have been adequately reserved against in accordance
      with
      GAAP on Parent’s most recent consolidated financial statements, and (iv) to
      Parent’s Knowledge, as of the date of this Agreement, there are no pending or
      threatened claims against or with respect to Parent or any of the Parent
      Subsidiaries in respect of any Tax.




Section 5.9. Licenses.




(a)           Except
      as would not reasonably be expected to have, individually or in the aggregate,
      a
      Parent Material Adverse Effect, (i) all Licenses required for the operation
      of
      the businesses of Parent and the Parent Subsidiaries as currently conducted
      are
      in full force and effect, (ii) all fees due and payable by Parent or any of
      the
      Parent Subsidiaries to any Governmental Entities pursuant to the rules governing
      such Licenses have been paid, (iii) Parent and the Parent Subsidiaries are
      in
      compliance with the terms of each such License of which it is a licensee, and
      (iv) there is no proceeding being conducted by any Governmental Entity of which
      Parent has received notice or, to Parent’s Knowledge, any proceeding or
      investigation threatened by any Governmental Entity, seeking the termination,
      suspension, modification, cancellation, revocation or nonrenewal of any of
      such
      Licenses or the imposition on Parent or any of the Parent Subsidiaries of any
      penalty or fine with respect to any of such Licenses.




(b)           Parent
      is not a “holding company” within the meaning of Section 16451(8)(A) of the
      Public Utility Holding Company Act of 2005 (“PUHCA”).  Neither
      Parent nor any Parent Subsidiary is a “public utility” (as defined in PUHCA), a
“public-utility company” (as defined in PUHCA) or a “natural gas company” (as
      defined in PUHCA).




Section 5.10.  Compliance
      with
      Laws.




(a)           Except
      with respect to the matters described in Sections 5.4, 5.5, 5.7, 5.8, 5.9,
      5.11
      and 5.17, which are excluded from the provisions of this Section 5.10, and
      except as would not be reasonably expected to have, individually or in the
      aggregate, a Parent Material Adverse Effect, neither Parent nor any of the
      Parent Subsidiaries is in violation of any Law applicable to Parent or any
      of
      the Parent Subsidiaries or any award of any arbitrator or panel of arbitrators
      applicable to Parent or any of the Parent Subsidiaries.




(b)           Neither
      Parent nor any of the Parent Subsidiaries is in violation of any requirement
      of
      applicable Law related to privacy, data protection or the collection and use
      of
      personal information gathered or used by Parent and the Parent Subsidiaries
      applicable to Parent or any of the Parent Subsidiaries or by which Parent or
      any
      of the Parent Subsidiaries or any of their respective businesses or properties
      is bound, except for conflicts, violations and defaults that would not
      reasonably be expected to have, individually or in the aggregate, a Parent
      Material Adverse Effect.




Section 5.11.  Environmental
      Laws and
      Regulations.  Except for those matters that, individually or in
      the aggregate, would not reasonably be expected to have a Parent
      Material





39







Adverse
      Effect, (i) Parent and the Parent Subsidiaries are in compliance with all
      applicable Environmental Laws; (ii) to Parent’s Knowledge, no property
      currently owned or operated by Parent or any of the Parent Subsidiaries is
      contaminated with any Hazardous Substance which would reasonably be expected
      to
      result in liability under any Environmental Law; (iii) neither Parent nor
      any of the Parent Subsidiaries would reasonably be expected to incur liability
      under any Environmental Law for any Hazardous Substance release to, disposal
      on
      or contamination of any property by Parent or any of the Parent Subsidiaries
      (or, to Parent’s Knowledge, by any other Person); (iv) there are no legal,
      administrative, arbitral or other proceedings, claims, actions or causes of
      action currently pending before any Governmental Entity or arbitrator or panel
      of arbitrators or, to Parent’s Knowledge, threatened against Parent or any of
      the Parent Subsidiaries, seeking to impose on Parent or any of the Parent
      Subsidiaries liability or obligations arising under Environmental Laws; and
      (v)
      neither Parent nor any of the Parent Subsidiaries is subject to any agreement,
      order, judgment or decree by or with any Governmental Entity imposing any
      liability or obligation under Environmental Laws.




Section
      5.12.  Sufficient Funds.  Prior
      to the date of this Agreement, Parent has delivered to the Company complete,
      correct and executed copies of all financing agreements and/or commitment
      letters (the “Financing Commitments”) with respect to the financing of
      the Transactions (the “Financing”), including all exhibits, schedules or
      amendments thereto.  The Financing Commitments are in full force and
      effect, and there are no conditions precedent or other contingences related
      to
      the funding of the full amount of the Financing, other than as set forth in
      or
      expressly contemplated by the Financing Commitments.  The aggregate
      proceeds contemplated by the Financing Commitments will be sufficient for Parent
      and Merger Sub to pay the aggregate amount of cash consideration for the shares
      of Company Common Stock determined pursuant to Article III (including the
      aggregate Cash Consideration and cash in lieu of fractional shares of Parent
      Stock to be paid pursuant to Section 3.1(d)), to perform Parent’s and Merger
      Sub’s other obligations under this Agreement and to pay all fees and expenses
      related to the Transactions payable by either of them.  Parent and
      Merger Sub have no reason to believe that any of the conditions precedent to
      the
      Financing will not be satisfied in connection with the consummation of the
      Transactions or that the Financing will not be available to Merger Sub on the
      Closing Date.




Section 5.13. Merger
      Sub’s
      Operation.  Merger Sub was formed solely for the purpose of
      engaging in the Transactions and has not engaged in any business activities
      or
      conducted any operations, in each case since the date of its incorporation,
      other than in connection with the Transactions.  Merger Sub has no
      liabilities or obligations other than its liabilities and obligations under
      this
      Agreement.




Section 5.14.  Ownership
      of Company Common
      Stock.  Neither Parent nor Merger Sub is an “interested
      shareholder” (as defined in Section 2553 of the PBCL) of the
      Company.  None of Parent, Merger Sub, the other Parent Subsidiaries
      and their respective “Affiliates” and “Associates” (as defined on March 27, 1985
      in Rule 12b-2 under the Exchange Act) owns beneficially or of record any shares
      of Company Common Stock.




Section
      5.15.  Other Agreements.  None
      of Parent, Merger Sub or any other Parent Subsidiary has entered into any
      Contract with any officer or director of the Company or any of the Company
      Subsidiaries in connection with any of the Transactions.





40







Section 5.16.  Broker’s
      Fees.  Except for Wachovia Securities and the fees and expenses
      payable to it, neither Parent nor any of the Parent Subsidiaries or Parent’s
      Affiliates, nor any of their respective officers or directors on behalf of
      Parent or any of the Parent Subsidiaries or Parent’s Affiliates, has employed
      any investment banker, financial advisor, broker, finder or other financial
      services intermediary, or incurred any liability for any related advisory fees,
      broker’s fees, commissions, finder’s fees or other compensation, in connection
      with any of the Transactions.




Section
      5.17.  Employee Benefits.




(a)           Neither
      Parent nor any of the Parent Subsidiaries makes or is obligated to makecontributions,or
      has
      within the last six (6) years made contributions, to a “multiemployer plan”
within the meaning of Section 4001(a)(3) of ERISA.




(b)           With
      respect to any “single-employer plan,” within the meaning of
      Section 4001(a)(15) of ERISA, maintained or contributed to by Parent or any
      of the Parent Subsidiaries: (i) no liability to the PBGC has been incurred
      (other than for premiums not yet due); (ii) no proceedings to terminate any
      such
      plan have been instituted by the PBGC and no event or condition has occurred
      which would constitute grounds under Section 4042 of ERISA for the
      termination of, or the appointment of a trustee to administer, any such plan;
      and (iii) no “accumulated funding deficiency,” within the meaning of
      Section 302 of ERISA or Section 412 of the Code, whether or not
      waived, exists.




Section
      5.18.  Contracts.  With respect
      to each Contract to which Parent or any Parent Subsidiary is a Party, (i)
      neither Parent nor any of the Parent Subsidiaries has breached or is in default
      under, nor has any of them received written notice of breach or default under,
      such Contract, (ii) to Parent’s Knowledge, no other party to such Contract has
      breached or is in default of any of its obligations thereunder, and (iii) such
      Contract is a valid, binding and enforceable obligation of Parent or one of
      the
      Parent Subsidiaries and, to Parent’s Knowledge, of the other party or parties
      thereto, and is in full force and effect, except in any such case for breaches,
      defaults or failures to be valid, binding and legally enforceable or to be
      in
      full force and effect that would not reasonably be expected to have, in the
      aggregate, a Parent Material Adverse Effect.




Section
        5.19.  No Other Representations or
        Warranties.  EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
        EXPRESSLY CONTAINED IN THIS ARTICLE V, NEITHER PARENT NOR ANY OTHER PERSON
        MAKES
        ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY ON BEHALF OF
        PARENT.  PARENT HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATION OR
        WARRANTY, WHETHER BY PARENT, ANY PARENT SUBSIDIARY, OR ANY OF THEIR RESPECTIVE
        REPRESENTATIVES OR ANY OTHER PERSON, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE
        TO THE COMPANY OR ANY OTHER PERSON OF ANY DOCUMENTATION OR OTHER WRITTEN
        OR ORAL
        INFORMATION BY PARENT, ANY PARENT SUBSIDIARY OR ANY OF THEIR RESPECTIVE
        REPRESENTATIVES OR ANY OTHER PERSON, AND NEITHER PARENT NOR ANY OTHER PERSON
        WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO
        THE
        COMPANY OR ANY OTHER PERSON RESULTING FROM SUCH DELIVERY OR DISCLOSURE, OR
        THE
        COMPANY’S USE, OF ANY SUCH DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY
        INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIAL MADE AVAILABLE
        TO THE COMPANY


41




IN
        CERTAIN "DATA ROOMS" OR MANAGEMENT PRESENTATIONS IN EXPECTATION OF THE
        TRANSACTIONS).




ARTICLE
      VI


COVENANTS




Section 6.1.  Conduct
      of Businesses of Company
      Prior to the Effective Time.  Except as (x) set forth in
Section 6.1 of the Company Disclosure Schedule, (y) expressly
      contemplated or permitted by this Agreement or (z) required by Law, during
      the
      period from the date of this Agreement to the earlier of the Effective Time
      or
      the termination of this Agreement in accordance with Section 8.1, unless Parent
      otherwise agrees in writing (such agreement not to be unreasonably withheld,
      delayed or conditioned), the Company shall, and shall cause each of the Company
      Subsidiaries to, (i) conduct its business in all material respects in the
      ordinary course of business and (ii) use commercially reasonable efforts to
      maintain and preserve substantially intact its business organization and the
      goodwill of those having business or other third-party relationships with it,
      including Governmental Entities, and retain the services of its present officers
      and key employees.  Without limiting the generality of the foregoing,
      and except as (x) set forth in Section 6.1 of the Company Disclosure
      Schedule, (y) expressly contemplated or permitted by this Agreement, or (z)
      required by Law, during the period from the date of this Agreement to the
      earlier of the Effective Time or the termination of this Agreement in accordance
      with Section 8.1, the Company shall not, and shall not permit any of the Company
      Subsidiaries to, without the prior written consent of Parent (which consent,
      with respect to clause (a) below, may be given or withheld by Parent in its
      sole
      discretion and, in any other case, shall not be unreasonably withheld, delayed
      or conditioned), except as set forth in clause (g) below:




(a)           (i)
      issue, sell, grant, dispose of, pledge or otherwise encumber, or authorize
      or
      propose the issuance, sale, grant, disposition or pledge or other encumbrance
      of, (x) any shares of its capital stock or any securities or rights
      convertible into, exchangeable for, or evidencing the right to subscribe for,
      any shares of its capital stock or any rights, warrants, options, calls,
      commitments or any other agreements of any character to purchase or acquire
      any
      shares of its capital stock or any securities or rights convertible into,
      exchangeable for, or evidencing the right to subscribe for, any shares of its
      capital stock, other than in connection with the Rights Agreement, or (y) any
      other securities in respect of, in lieu of, or in substitution for, any shares
      of its capital stock outstanding on the date of this Agreement, (ii) redeem,
      purchase or otherwise acquire, or propose to redeem, purchase or otherwise
      acquire, any of its outstanding shares of capital stock or (iii) split, combine,
      subdivide or reclassify any shares of its capital stock or declare, set aside
      for payment or pay any dividend, or make any other distribution in respect
      of
      any shares of capital stock, or otherwise make any payments to shareholders
      in
      their capacity as such, other than (x) payment by the Company of the regular
      quarterly cash dividend of $0.20 per share in respect of the Company Common
      Stock scheduled to be paid in July 2007, (y) declaration and payment by the
      Company of the regular quarterly cash dividend of $0.20 per share in respect
      of
      the Company Common Stock scheduled to be paid in October 2007 and
      (z) dividends declared or paid by any Company Subsidiary to any other
      Company Subsidiary or to the Company;




(b)           other
      than in the ordinary course of business, incur any indebtedness for borrowed
      money or guarantee any such indebtedness or make any loans, advances or
      capital





42





contributions
      to, or investments in, any other Person other than to any of the Company and
      the
      Company Subsidiaries;




(c)           (i)
      sell, (ii) transfer, (iii) mortgage, encumber or otherwise knowingly incur
      a
      Lien (other than Permitted Liens) with respect to or (iv) otherwise dispose
      of,
      any of its properties or assets with a net book value in excess of $500,000
      individually and $1,000,000 in the aggregate, to any Person other than the
      Company or a wholly-owned Company Subsidiary, or cancel, release or assign
      any
      indebtedness in excess of $500,000 owed to the Company or any Company
      Subsidiary, except in any such case (x) in the ordinary course of business,
      (y)
      pursuant to contracts and agreements in force at the date of this Agreement
      or
      renewals of any such contract or agreement or (z) pursuant to plans disclosed
      in
      writing prior to the execution of this Agreement to Parent or Merger Sub or
      in
      the Company Disclosure Schedule;




(d)           make
      any acquisition or investment (other than in the ordinary course of business),
      whether by purchase of stock or securities, merger or consolidation,
      contributions to capital, property transfers, or purchases of any property
      or
      assets, of or in any Person (i) other than a wholly-owned Company Subsidiary,
      (ii) to the extent contemplated by the Company’s capital expenditure budget for
      2007 (as most recently updated if applicable), a copy of which has been provided
      to Parent prior to the date of this Agreement, or for 2008 or (iii) acquisitions
      or investments that are not in excess of $500,000 in the aggregate;




(e)           increase
      the rate or terms of compensation payable by the Company or any of the Company
      Subsidiaries to any of their respective directors, officers or employees, or
      grant or increase the rate or terms of any bonus, pension, severance or other
      employee benefit plan, policy, agreement or arrangement with, for or in respect
      of any of their respective directors, officers or employees, except in any
      such
      case for grants or increases (i) required pursuant to the terms of plans or
      agreements in effect on the date of this Agreement (and, additionally, in the
      case of any of the Company Union Contracts, pursuant to any renegotiation
      thereof), (ii) occurring  in the ordinary course of business or (iii)
      required by Law;




(f)           amend
      the Company Articles or Company By-laws or the Articles of Incorporation or
      By-laws (or comparable governing documents) of any Company Material
      Subsidiary;




(g)           engage
      in any of the activities described in Section 6.1(g) of the Company
      Disclosure Schedule without first consulting with Parent (it being understood
      and agreed that Parent shall not have any approval rights with respect to such
      activities);




(h)           except
      in the ordinary course of business consistent with past practice, terminate,
      renew, extend, amend or modify in any material respect any Contract described
      in
Section 4.13(a) of the Company Disclosure Schedule;




(i)           effect
      or permit, with respect to the Company and any Company Subsidiary, a “plant
      closing” or “mass layoff”, as such terms are defined under the Worker Adjustment
      and Retraining Act of 1988, as amended;




(j)           change
      the Company’s or any of the Company Subsidiaries’ method of accounting or
      accounting principles or practices, except for any such change required by
      reason





43







of
      a
      change in GAAP or by Regulation S-X under the Exchange Act, as approved by
      its independent public accountants;




(k)           make
      any material Tax election; or




(l)           authorize,
      recommend, propose or announce an intention to do any of the foregoing, or
      enter
      into any contract, agreement commitment or arrangement to take any of the
      actions prohibited by this Section 6.1.




Without
      in any way limiting the rights or obligations of any party hereto under this
      Agreement, the parties hereto acknowledge and agree that (i) nothing in this
      Agreement shall give Parent, directly or indirectly, the right to control or
      direct the operations of the Company or any of the Company Subsidiaries prior
      to
      the Effective Time and (ii) prior to the Effective Time, the Company shall
      exercise, consistent with the terms and conditions of this Agreement, complete
      control and supervision over its and the Company Subsidiaries’
operations.




Section 6.2. Conduct
      of Businesses of Parent
      Prior to the Effective Time.  Except as (x) set forth in
Section 6.2 of the Parent Disclosure Schedule, (y) expressly
      contemplated or permitted by this Agreement or (z) required by Law, during
      the
      period from the date of this Agreement to the earlier of the Effective Time
      or
      the termination of this Agreement in accordance with Section 8.1, Parent shall
      not, and shall not permit any of the Parent Subsidiaries to, without the prior
      written consent of the Company (which consent may be given or withheld by the
      Company in its sole discretion):




(a)           engage
      in any material repurchase of, or any recapitalization or other change,
      restructuring or reorganization with respect to, Parent Stock, including payment
      of any dividend on or other distribution in respect to shares of Parent Stock,
      other than (i) the declaration and payment by Parent of regular quarterly cash
      dividends of $0.38738 per share in respect of the Parent Stock and
      (ii) dividends declared or paid by any Parent Subsidiary to any other
      Parent Subsidiary or to Parent;




(b)           (i)
      alter through merger, liquidation, reorganization, restructuring or in any
      other
      manner the corporate structure or organization of Parent or (ii) engage in
      any
      action or enter into any transaction or series of transactions, or permit any
      action to be taken or transaction or series of transactions to be entered into,
      that, in the case of either clause (i) or clause (ii), could reasonably be
      expected to delay the consummation of, or otherwise adversely affect, the Merger
      or any of the other Transactions, including (x) withdrawing or modifying, in
      a
      manner adverse to the Company, the approval by the Board of Directors of Parent
      of this Agreement, the Merger or the Parent Stock Issuance or (y) engaging
      in
      any action or entering into any transaction or series of transactions, or
      permitting any action to be taken or transaction or series of transactions
      to be
      entered into, that could reasonably be expected to delay or otherwise adversely
      affect the funding of the full amount of the Financing or the ability of Parent
      and Merger Sub to pay the aggregate amount of cash consideration for the shares
      of Company Common Stock determined pursuant to Article III (including the
      aggregate Cash Consideration and cash in lieu of fractional shares of Parent
      Stock to be paid pursuant to Section 3.1(d));





44







(c)           without
      limiting the generality of Section 6.2(b), acquire (whether through merger,
      consolidation, stock or asset purchase or otherwise), or agree to so acquire,
      any material amounts of assets of or any equity in any Person or any business
      or
      division thereof, unless such acquisition or agreement would not (i) impose
      any
      delay in the obtaining of, or materially increase the risk of not obtaining,
      any
      authorizations, consents, orders, declarations or approvals of any Governmental
      Entity necessary to consummate the Merger or any of the other Transactions
      or
      the expiration or termination of any waiting period under the HSR Act or other
      Law, (ii) increase the risk of any Governmental Entity entering an order
      prohibiting the consummation of the Merger or any of the other Transactions
      or
      (iii) increase the risk of not being able to remove any such order on appeal
      or
      otherwise;




(d)           adopt
      any amendments to the Parent Certificate or Parent By-laws (or the comparable
      governing documents of any of the Parent Subsidiaries) which would alter any
      of
      the terms of Parent Stock; or




(e)           authorize,
      recommend, propose or announce an intention to do any of the foregoing, or
      enter
      into any contract, agreement, commitment or arrangement to take any of the
      actions prohibited by this Section 6.2.




Section 6.3.  No
      Solicitation.




(a)           During
      the period beginning on the date of this Agreement and continuing until the
      earlier of the Effective Time or the termination of this Agreement in accordance
      with Section 8.1, the Company agrees that the Company and the Company
      Subsidiaries shall not, and neither the Company nor any of the Company
      Subsidiaries shall authorize any of their respective officers, directors,
      employees, agents, advisors and other representatives (including any investment
      banker, financial advisor, attorney or accountant retained by the Company or
      any
      of the Company Subsidiaries or any of the foregoing) (collectively, the
“Company Representatives”) to, initiate or solicit (including by way of
      furnishing non-public information) or knowingly facilitate the making of any
      proposal or offer that constitutes, or is reasonably expected to lead to, an
      Alternative Proposal from any Person or group of Persons or engage in any
      substantive discussions or negotiations concerning, or provide any non-public
      information with respect to, an Alternative Proposal.




(b)           Notwithstanding
      anything in this Agreement to the contrary, the Company (directly or through
      its
      Company Representatives) may:




(i)           until
      receipt of the Company Shareholder Approval, engage in substantive discussions
      or negotiations with a Person or group of Persons that makes a bona fide
      Alternative Proposal (under circumstances in which the Company has complied
      in
      all material respects with its non-solicitation obligations under Section
      6.3(a)) and may furnish to such Person(s) and its/their representatives
      information concerning, and may afford such Person(s) and its/their
      representatives access to, the Company and the Company Subsidiaries and their
      businesses, properties, assets, books and records, if (x) in the good faith
      judgment of the Company’s Board of Directors (after consultation with the
      Company’s financial advisor and outside counsel), such Alternative Proposal
      constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y)
      prior to furnishing such information or access to, or entering into





45







substantive
      discussions (except as to the existence of this Section 6.3) or negotiations
      with, such Person(s), (A) the Company receives from such Person(s) an executed
      Acceptable Confidentiality Agreement and (B) the Company notifies Parent to
      the
      effect that it intends to furnish information or access to, or intends to enter
      into substantive discussions or negotiations with, such Person(s);




(ii)           comply
      with Rules 14e-2 and 14d-9 promulgated under the Exchange Act with regard to
      a
      tender or exchange offer;




(iii)           make
      “stop-look-and-listen” communications with respect to an Alternative Proposal of
      the nature contemplated by Rule 14d-9 of the Exchange Act Rules;
      and




(iv)           make
      such other disclosures to the Company’s shareholders, and take such other
      actions, as are required by Law.





In
      addition to the obligations of the Company and the Company Subsidiaries set
      forth in clause (i) of this Section 6.3(b), the Company shall promptly notify
      Parent in writing of any Alternative Proposal made after the date of this
      Agreement, which notice shall specify the material terms and conditions of
      any
      such Alternative Proposal and the identity of the Person(s) making such
      Alternative Proposal.  The Company agrees that it and the Company
      Subsidiaries will not enter into any confidentiality agreement with any Person
      subsequent to the date hereof which prohibits the Company from providing such
      information to Parent.  The Company shall promptly make available to
      Parent and Merger Sub any material non-public information concerning the Company
      or the Company Subsidiaries that is made available to such Person(s) which
      was
      not previously made available to Parent and Merger Sub.




(c)           The
      Board of Directors of the Company may not (i) withdraw or modify, in a
      manner adverse to Parent, the approval or recommendation by the Board of
      Directors of the Company of the Merger or this Agreement (except as set forth
      in
      clause (y) of the proviso to Section 2.6(b)(i) or as set forth below in this
      Section  6.3(c)), (ii) approve or recommend an Alternative Proposal or
      (iii) cause the Company or any of the Company Subsidiaries to enter into
      any letter of intent, agreement in principle, acquisition agreement or other
      similar agreement related to any Alternative Proposal (other than an Acceptable
      Confidentiality Agreement).  Notwithstanding the foregoing, at any
      time prior to receipt of the Company Shareholder Approval, if the Board of
      Directors of the Company (after consultation with the Company’s financial
      advisor and outside counsel) determines in good faith that any Alternative
      Proposal referred to in Section 6.3(b) constitutes a Superior Proposal, the
      Board of Directors of the Company may:




(w)           withdraw
      or modify its approval or recommendation of the Merger and this
      Agreement;




(x)           approve
      or recommend such Superior Proposal;




(y)           cause
      the Company or any of the Company Subsidiaries to enter into a binding written
      agreement with respect to such Alternative Proposal (a “Superior Proposal
      Agreement”) (and amend the Rights Agreement in connection therewith);
      and





46







(z)           terminate
      this Agreement in accordance with Section 8.1(c); provided,
however, that (A) prior to terminating this Agreement, the Company
      shall
      give Parent at least four (4) Business Days’ notice thereof (except as provided
      in the final sentence of this clause (z)), attaching the Superior Proposal
      Agreement (or, if applicable, the most current draft thereof), which notice
      need
      only be given once with respect to any Superior Proposal, unless such Superior
      Proposal is modified in any material respect, and (B) if, within such four
      (4)
      Business Day period (except as provided in the final sentence of this clause
      (z)), Parent makes an offer that the Board of Directors of the Company
      determines in good faith is more favorable to the shareholders of the Company
      (other than Parent, Merger Sub and their respective Affiliates), from a
      financial point of view, than such Superior Proposal (taking into account,
      among
      other things, (I) the terms of such offer and (II) such legal, financial,
      regulatory, timing and other aspects of such offer which the Company’s Board of
      Directors deems relevant), and agrees in writing to all adjustments in the
      terms
      and conditions of this Agreement as are necessary to reflect such offer, the
      Company’s notice of termination with respect to such Superior Proposal shall be
      deemed to be rescinded and of no further force and effect and, if the Company
      or
      any Company Subsidiary has entered into a Superior Proposal Agreement, it shall
      promptly terminate such agreement (it being agreed that the Company will cause
      any Superior Proposal Agreement entered into prior to the expiration of such
      four (4) Business Day period to include a provision permitting such
      termination).  Notwithstanding the foregoing, in the event that the
      Company gives Parent at least four (4) Business Days’ notice of a Superior
      Proposal as provided above in this clause (z), then any subsequent notice of
      termination given by the Company under this clause (z) shall require only at
      least two (2) Business Days’ notice before taking effect and, accordingly, all
      references above in this clause (z) to four (4) Business Days shall instead
      be
      deemed to be two (2) Business Days.




Section 6.4.  Publicity.  The
      initial press release with respect to the execution of this Agreement shall
      be a
      joint press release reasonably acceptable to Parent and the Company. Thereafter,
      so long as this Agreement is in effect, none of the Company, Parent and any
      of
      their respective Affiliates shall issue or cause the publication of any press
      release or other announcement with respect to the Merger, this Agreement or
      any
      of the other Transactions without the prior written approval of the Company
      and
      Parent, except as may be required by Law or by any listing agreement with a
      securities exchange as determined in the good faith judgment of the party
      wanting to make such release or announcement.




Section 6.5.  Access
      to
      Information.




(a)           Upon
      reasonable notice and subject to applicable Laws relating to the exchange of
      information, each of Parent and the Company (each a “Disclosing Party”)
      shall, and shall cause its Subsidiaries to, afford to the other Disclosing
      Party’s officers, employees, accountants, counsel and other representatives,
      during normal business hours during the period prior to the Effective Time,
      reasonable access to all its properties, books, contracts, commitments and
      records, and to its officers, employees, accountants, counsel and other
      representatives and, during such period, each Disclosing Party shall, and shall
      cause its Subsidiaries to, make available to the other Disclosing Party and
      the
      other Disclosing Party’s appropriate representatives (i) a copy of each report,
      schedule, registration statement and other document filed or received by it
      during such period pursuant to the requirements of federal securities Laws
      (other than reports or documents which the Disclosing Party is not permitted
      to
      so disclose under





47





applicable
      Law) and (ii) all other information concerning its business, properties and
      personnel as such other Disclosing Party may reasonably request. Neither
      Disclosing Party nor any of its Subsidiaries shall be required to provide access
      to or to disclose information if such access or disclosure would violate or
      prejudice the rights of its customers, suppliers or employees, jeopardize the
      work product privilege or the attorney-client privilege of the institution
      in
      possession or control of such information, or contravene any Law, fiduciary
      duty
      or binding agreement entered into prior to the date of this Agreement,
provided that the applicable Disclosing Party gives notice to the other
      Disclosing Party of the same. The parties hereto will use commercially
      reasonable efforts to the extent practicable to make appropriate substitute
      disclosure arrangements under circumstances in which the restrictions of the
      preceding sentence apply.




(b)           None
      of the Company, Parent or Merger Sub makes any representation as to the accuracy
      of any information provided pursuant to Section 6.5(a), and no party hereto
      may rely on the accuracy of any such information, other than as expressly set
      forth in the Company’s representations and warranties in Article IV or Parent’s
      and Merger Sub’s representations and warranties in Article V, as the case may
      be.




(c)           The
      information provided pursuant to Section 6.5(a) will be used solely for the
      purpose of effecting the Transactions and will be governed by the terms of
      the
      Confidentiality Agreement.




Section 6.6.  Further
      Assurances; Regulatory
      Matters; Shareholder Litigation.




(a)           Subject
      to the terms and conditions of this Agreement, each of Parent, Merger Sub and
      the Company shall, and Parent shall cause Merger Sub to, cooperate with each
      other and use (and shall cause its Subsidiaries to use) commercially reasonable
      efforts (i) to take, or cause to be taken, all actions necessary, proper or
      advisable to comply promptly with all legal requirements which may be imposed
      on
      such party with respect to the Merger or the other Transactions and, subject
      to
      the conditions set forth in Article VII, to consummate the Transactions as
      promptly as practicable and (ii) promptly to prepare and file all necessary
      documentation, to effect all necessary applications, notices, petitions, filings
      and other documents, and to use commercially reasonable efforts, to obtain
      as
      soon as practicable after the date of this Agreement all necessary permits,
      consents, approvals and authorizations of all Governmental Entities necessary
      or
      advisable in connection with consummating the Transactions, including the
      Company Required Statutory Approvals and Parent Required Statutory
      Approvals.  Without limiting the generality of the foregoing
      provisions of this Section 6.6(a), each party hereto and/or its
      Subsidiaries shall, within fifteen (15) Business Days (and, with respect to
      the
      PPUC, ten (10) Business Days) after the execution of this Agreement, file to
      the
      extent necessary any initial documentation required to obtain all requisite
      approvals or termination of applicable waiting periods for the Merger and the
      other Transactions under the HSR Act, the Pennsylvania Public Utility Code,
      the
      PPUC Rules, the Communications Act, and the FCC Rules.  In connection
      with the foregoing, Parent and the Company agree that the Company shall have
      primary responsibility for the preparation and filing of all applications,
      filings or other materials with the FCC and the PPUC and any other Federal
      or
      state regulatory agency or commission, in each case with respect to the Merger
      and the Transactions (with discrete responsibilities with respect to the
      preparation of such filings to be agreed upon by the





48







Company
      and Parent); provided, however, that Parent and its counsel, and
      the Company and its counsel, shall each be given a reasonably opportunity to
      review and comment upon drafts of all such applications, filings and other
      materials, including testimony and responses to discovery requests, or portions
      thereof prepared by the other party, and shall provide any comments thereon
      to
      the other party as soon as practicable (but in no event later than three (3)
      Business Days after being asked to comment thereon).




(b)           In
      furtherance and not in limitation of the covenants of the parties hereto
      contained in Section 6.6(a), each of the parties hereto shall use
      commercially reasonable efforts to resolve such objections, if any, as may
      be
      asserted with respect to any of the Transactions by or under the FCC, the FCC
      Rules, the PPUC, the Pennsylvania Public Utility Code, the PPUC Rules, the
      HSR
      Act, the Federal Trade Commission or the Department of Justice, including using
      commercially reasonable efforts to obtain clearance, or if such clearance cannot
      be obtained, to reach an agreement, settlement, consent providing for
      divestiture, a “hold separate” agreement, contractual undertakings with third
      Persons or any other relief, with the Governmental Entity investigating the
      Merger or the other Transactions; provided, however, that the
      foregoing shall not require any party hereto to agree to any asset divestiture
      or restriction on its or any of its Subsidiaries’ business operations or any
      other condition imposed to a Company Required Statutory Approval or a Parent
      Required Statutory Approval that would be reasonably expected to have a material
      adverse effect on the business, results of operations, financial condition
      or
      assets and liabilities, taken as a whole, of either party and its Subsidiaries,
      taken as a whole.  In connection with the foregoing, if any
      administrative or judicial action or proceeding, including any proceeding by
      a
      private Person, is instituted (or threatened to be instituted) challenging
      any
      of the Transactions as violative of the HSR Act or any other antitrust Law
      or
      other Law in any jurisdiction, the parties hereto shall cooperate in all
      respects with each other and use their respective commercially reasonable
      efforts to contest and resist any such action or proceeding and to have vacated,
      lifted, reversed or overturned any judgment or other order, whether temporary,
      preliminary or permanent, that is in effect and that prohibits, prevents or
      restricts consummation of any of the Transactions, including defending through
      litigation on the merits any claim asserted in any such action or proceeding
      by
      any Person.




Section 6.7.  Company
      Benefit
      Plans.




(a)           Parent
      shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor
      in accordance with their terms all the Company Benefit Plans and Company Union
      Contracts.




(b)           Notwithstanding
      anything herein to the contrary, for at least one (1) year following the
      Closing, Parent shall, and shall cause the Surviving Corporation and its
      Subsidiaries to, provide employees of the Surviving Corporation and it
      Subsidiaries with compensation and employee benefits which, in the aggregate,
      are no less favorable to such employees than the compensation and employee
      benefits in effect for such employees of the Company or any of the Company
      Subsidiaries immediately prior to the Effective Time; provided,
however, that this Section 6.7(b) shall not apply to any negotiated
      labor
      agreements, which the Surviving Corporation shall honor according to their
      terms; and provided, further, that no further benefits shall be
      required to be accrued under the North Pittsburgh Telephone Company Retirement
      Income Restoration Plan on or after April 1, 2008.





49







(c)           Parent
      shall, and shall cause the Surviving Corporation and its Subsidiaries to, (i)
      credit all service with the Company and any of the Company Subsidiaries
      (including service recognized by the Company or any of the Company Subsidiaries
      for service with other entities) for purposes of determining vesting and
      eligibility, and for purposes of determining the level of benefits with respect
      to vacation, paid time off and severance, under any employee benefit plan,
      policy or program maintained by Parent or the Surviving Corporation or any
      of
      their respective Subsidiaries that cover employees or former employees of the
      Company after the Closing, (ii) waive any pre-existing condition or
      limitation or exclusion with respect to employees of the Company or any of
      the
      Company Subsidiaries under any group health plan or other welfare benefit plan
      to the extent they were waived or would be waived under the Company Benefit
      Plans, and (iii) recognize the dollar amount of all expenses incurred by
      employees of the Company or any of the Company Subsidiaries and their dependents
      in the plan year in which the Closing occurs for purposes of deductibles,
      co-payments and maximum out-of pocket limits under any group health
      plan.




(d)           Without
      limiting the foregoing, Parent shall, or shall cause the Surviving Corporation
      and its Subsidiaries to, pay severance benefits to persons who were salaried
      employees of the Company or any of the Company Subsidiaries prior to the
      Effective Time and whose employment with the Company, the Surviving Corporation
      or any of their respective Subsidiaries is terminated within two (2) years
      following the Closing, in accordance with the terms of the North Pittsburgh
      Systems, Inc. Severance Plan as in effect immediately prior to the Effective
      Time.




Section 6.8.  Indemnification
      and
      Insurance.




(a)           From
      and after the Effective Time, Parent and the Surviving Corporation shall,
      jointly and severally (and Parent shall cause the Surviving Corporation to),
      indemnify, defend and hold harmless, to the fullest extent authorized or
      permitted under the PBCL or other applicable Law, each Person who is now, or
      has
      been at any time prior to the date of this Agreement or who becomes such prior
      to the Effective Time, an officer, director or employee of the Company or any
      of
      the Company Subsidiaries (individually, an “Indemnified Party,” and
      collectively, the “Indemnified Parties”) (in such Person’s capacity as
      such and not as shareholders of the Company) against any and all losses, claims,
      damages, costs, expenses (including attorneys’ fees and disbursements), fines,
      liabilities and judgments and amounts that are paid in settlement with the
      approval of the indemnifying party (which approval shall not be unreasonably
      withheld, delayed or conditioned) (collectively, “Indemnified
      Liabilities”) incurred in connection with any pending, threatened or
      completed claim, action, suit, proceeding or investigation, whether civil,
      criminal or investigative (each, a “Proceeding”) based in whole or in
      part on, or arising in whole or in part out of, or pertaining in whole or in
      part to (i) the fact that such Person is or was an officer, director, employee,
      fiduciary or agent of the Company or any of the Company Subsidiaries or (ii)
      matters occurring or existing at or prior to the Effective Time (including
      acts
      or omissions occurring in connection with this Agreement or any of the
      Transactions), whether asserted or claimed prior to, at or after, the Effective
      Time.  In the event any claim for Indemnified Liabilities is asserted
      or made by an Indemnified Party, any determination required to be made with
      respect to whether such Indemnified Party’s conduct complies with the standards
      set forth under the PBCL or other applicable Law shall be made by independent
      legal counsel selected by such Indemnified Party and reasonably acceptable
      to
      the





50







Surviving
      Corporation.  Parent shall, or shall cause the Surviving Corporation
      to, promptly advance all reasonable out-of-pocket expenses of each Indemnified
      Party in connection with any Proceeding as such expenses (including attorneys’
fees and disbursements) are incurred upon receipt from such Indemnified Party
      of
      a request therefor (accompanied by invoices or other relevant documentation),
      provided (if and to the extent required by the PBCL or other applicable
      Law) that such Indemnified Party undertakes to repay such amount if it is
      ultimately determined that such Indemnified Party is not entitled to be
      indemnified under the PBCL or other applicable Law with respect to such
      Proceeding.  In the event that any Proceeding is brought against any
      Indemnified Party (and in connection with which indemnification could be sought
      by such Indemnified Party hereunder), Parent and the Surviving Corporation
      shall
      each use commercially reasonable efforts to assist in the vigorous defense
      of
      such matter; provided, however, that neither Parent nor the
      Surviving Corporation shall settle, compromise or consent to the entry of any
      judgment in any such Proceeding without the prior written consent of such
      Indemnified Party if and to the extent the terms of the proposed settlement,
      compromise or judgment involve any non-monetary relief from such Indemnified
      Party.




(b)           All
      rights to indemnification and advancement of expenses existing in favor of,
      and
      all exculpations and limitations of the personal liability of, the directors,
      officers, employees, fiduciaries and agents of any of the Company and the
      Company Subsidiaries in the Company Articles or Company By-laws (or comparable
      organizational documents of the Company Subsidiaries) as in effect as of the
      Effective Time with respect to matters occurring at or prior to the Effective
      Time, including the Merger and the other Transactions, shall continue in full
      force and effect for a period of not less than six (6) years from the Effective
      Time; provided, however, that all rights to indemnification in
      respect of any claims asserted or made within such period shall continue until
      the final disposition of such claim.  The Surviving Corporation shall
      not, and Parent shall cause the Surviving Corporation not to, distribute or
      dispose of assets in a manner that would render the Surviving Corporation or
      any
      successor unable to satisfy any of its obligations pursuant to this Section
      6.8.




(c)           For
      a period of six (6) years after the Effective Time, the Surviving Corporation
      shall, and shall cause its Subsidiaries to, and Parent shall cause the Surviving
      Corporation and its Subsidiaries to, maintain in effect the current directors’
and officers’ liability insurance policies maintained by any of the Company and
      the Company Subsidiaries for the benefit of those Persons who are covered by
      such policies at the date of this Agreement or the Effective Time with respect
      to claims arising in whole or in part from matters occurring or allegedly
      occurring at or prior to the Effective Time (provided that the Surviving
      Corporation and its Subsidiaries may substitute therefor policies of at least
      the same coverage containing terms and conditions that are at least as
      beneficial to the beneficiaries of the current policies and with reputable
      carriers having a rating comparable to the Company’s current carrier);
provided, however, that each of Parent and the Surviving
      Corporation and its Subsidiaries shall, and Parent shall cause the Surviving
      Corporation and its Subsidiaries to, first use commercially reasonable efforts
      to obtain a “tail” policy on substantially the same terms and conditions for
      claims arising out of acts or conduct occurring on or prior to the Effective
      Time and effective for claims asserted during the full six (6)-year period
      referred to above (and, with respect to claims made during such period, until
      final resolution thereof), and only if Parent and the Surviving Corporation
      and
      its Subsidiaries are unable, after exerting their commercially reasonable
      efforts, to obtain such a “tail” policy, then Parent or the Surviving
      Corporation and its Subsidiaries will





51







be
      required to obtain such coverage from such carriers in annual policies;
provided, further, that (i) if the existing policies expire or are
      terminated or canceled during such six (6)-year period, each of Parent and
      the
      Surviving Corporation and its Subsidiaries shall, and Parent shall cause the
      Surviving Corporation and its Subsidiaries to, use commercially reasonable
      efforts to obtain substantially similar policies with reputable carriers having
      a rating comparable to the Company’s current carrier, (ii) Parent or the
      Surviving Corporation and its Subsidiaries, as the case may be, shall not be
      required to spend as an annual premium therefor an amount in excess of $650,000
      and (iii) if, during such six (6)-year period, such insurance coverage cannot
      be
      obtained at all or can be obtained only for an amount in excess of $650,000,
      Parent or the Surviving Corporation and its Subsidiaries, as the case may be,
      shall use commercially reasonable efforts to cause to be obtained as much
      directors’ and officers’ liability insurance coverage as can be obtained for
      $650,000, on terms and conditions substantially similar to the Company’s and the
      Company Subsidiaries’ existing directors’ and officers’ liability
      insurance.




(d)           Notwithstanding
      the foregoing, prior to the Effective Time the Company shall be permitted to
      purchase prepaid “tail” policies in favor of the individuals referred to in
      Section 6.8(c) with respect to the matters described therein (provided that
      the
      annual premium therefor shall not exceed $650,000).  If and to the
      extent such policies have been obtained prior to the Effective Time, Parent
      shall, and shall cause the Surviving Corporation to, maintain such policies
      in
      effect and continue to honor the obligations of the Company
      thereunder.




(e)           Parent
      shall, and shall cause the Surviving Corporation to, honor and perform in
      accordance with their terms all indemnification agreements in effect as of
      the
      date of this Agreement between the Company, on the one hand, and any director
      or
      officer of the Company, on the other hand.




(f)           The
      provisions of this Section 6.8: (i) are intended to be for the benefit of,
      and
      shall be enforceable by, each Indemnified Party, his or her heirs and his or
      her
      personal representatives, (ii) shall be binding on Parent and the Surviving
      Corporation and their respective successors and assigns and (iii) are in
      addition to, and not in substitution for, any other rights to indemnification
      or
      contribution that any such Person may have, whether pursuant to Law, Contract,
      any Company Benefit Plan, the Company Articles or Company By-Laws (or comparable
      organizational documents of the Company Subsidiaries or the Surviving
      Corporation), or otherwise.




(g)           In
      the event that Parent or the Surviving Corporation or any of their respective
      successors or assigns (i) consolidates with or merges into any other Person
      and
      shall not be the continuing or surviving corporation or entity in such
      consolidation or merger, or (ii) transfers all or substantially all of its
      properties and assets to any Person, then, and in each such case, proper
      provision shall be made so that the successors and assigns of Parent or the
      Surviving Corporation, as the case may be (and such Person’s ultimate parent
      entity, if applicable), assume the obligations of Parent or the Surviving
      Corporation, as the case may be, set forth in this Section 6.8.




Section 6.9.  NASDAQ
      Approval.  Parent shall use commercially reasonable efforts to
      cause the shares of Parent Stock to be issued pursuant to the Merger to be
      approved for listing on NASDAQ upon official notice of issuance.





52







Section 6.10.  SEC
      Filings.  During the period from the date of this Agreement to the
      earlier of the Effective Time or the termination of this Agreement in accordance
      with Section 8.1, each of the Company and Parent shall file in a timely manner
      all reports, schedules, forms and registration statements with the SEC required
      to be filed by it pursuant to the Securities Act or the Exchange Act and the
      rules and regulations of the SEC promulgated thereunder, which filings
      (including all financial statements included therein) at the time of such filing
      shall not contain any untrue statement of a material fact or omit to state
      a
      material fact required to be stated therein or necessary in order to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading.




Section 6.11.  Certain
      Obligations of Merger
      Sub.  Prior to the earlier of the Effective Time or the
      termination of this Agreement in accordance with Section 8.1:




(a)           Merger
      Sub shall not, and Parent shall cause Merger Sub not to, undertake any business
      or activities other than in connection with this Agreement and engaging in
      the
      Merger and the other Transactions.




(b)           Parent
      shall take all action necessary to cause Merger Sub to perform its obligations
      under this Agreement and to consummate the Merger and the other Transactions
      on
      the terms and conditions set forth in this Agreement.




ARTICLE
      VII


CONDITIONS




Section 7.1. Conditions
      to Each Party’s
      Obligations to Effect the Merger.  The obligation of each party to
      effect the Merger shall be subject to the satisfaction at or prior to the
      Closing of each of the following conditions (which may be waived in whole or
      in
      part by such party):




(a)           Company
      Shareholder Approval.  The Company Shareholder Approval shall
      have been obtained.




(b)           HSR
      Act; Certain Regulatory Approvals.  (i) Any applicable waiting
      period under the HSR Act relating to the Transactions shall have expired or
      been
      terminated, (ii) any approval required by the FCC under the Communications
      Act
      or the FCC Rules relating to the Transactions shall have been obtained and
      (iii)
      any approval required by the PPUC under the Pennsylvania Public Utility Code
      or
      the PPUC Rules relating to the Transactions shall have been
      obtained.




(c)           Statutes.  No
      statute, rule or regulation shall have been enacted or promulgated by any
      federal or state Governmental Entity of competent jurisdiction which prohibits
      the consummation of the Merger.




(d)           Injunctions.  There
      shall be no judgment, order, writ, decree or injunction of any court of
      competent jurisdiction in effect precluding, restraining, enjoining or
      prohibiting consummation of the Merger.




(e)           Parent
      Registration Statement.  The Parent Registration Statement
      shall have been declared effective by the SEC under the Securities Act and
      no
      stop order suspending





53







the
      effectiveness of the Parent Registration Statement shall be in effect and no
      proceeding for such purpose shall be pending before or, to the Company’s
      Knowledge or Parent’s Knowledge, threatened by the SEC.




(f)           NASDAQ
      Approval.  The shares of Parent Stock to be issued pursuant to
      this Agreement shall have been approved for listing on NASDAQ.




Section 7.2.  Additional
      Conditions to Obligation
      of Parent and Merger Sub to Effect the Merger.  The obligation of
      each of Parent and Merger Sub to effect the Merger shall be further subject
      to
      the satisfaction, at or prior to the Closing, of each of the following
      conditions (which may be waived in whole or in part by Parent and Merger
      Sub).




(a)           Performance
      of Obligations of the Company.  The Company shall have
      performed in all material respects its agreements and covenants contained in
      this Agreement to be performed by the Company at or prior to the Closing
      pursuant to the terms of this Agreement.




(b)           Representations
      and Warranties.  (i) The representations and warranties of the
      Company set forth in (i) Sections 4.2(a), 4.3, 4.19, 4.20 and 4.21 and the
      first
      sentence of Section 4.6 shall be true and correct in all respects on the Closing
      Date as written, as if made on and as of the Closing Date (except for
      representations and warranties that expressly speak only as of a specific date
      or time other than the Closing Date, which need only be true and correct in
      all
      respects as of such other date or time), except for any immaterial inaccuracies,
      and (ii) all other representations and warranties of the Company set forth
      in
      Article IV shall be true and correct in all material respects on the Closing
      Date as if made on and as of the Closing Date (except for representations and
      warranties that expressly speak only as of a specific date or time other than
      the Closing Date, which need only be true and correct in all material respects
      as of such other date or time), except that representations and warranties
      that
      contain qualifications with respect to materiality or Company Material Adverse
      Effect shall be true and correct in all respects (giving effect to such
      qualification).




(c)           Closing
      Certificate.  Parent shall have received a certificate signed
      by an authorized executive officer of the Company, dated the Closing Date,
      to
      the effect that the conditions set forth in Section 7.2(a) and
      Section 7.2(b) have been satisfied.




(d)           Company
      Required Statutory Approvals.  The Company shall have obtained
      the Company Required Statutory Approvals (other than those referred to in
      Section 7.1(b)) required to be obtained by the Company for the consummation
      of
      the Transactions to be consummated by it, except for those the failure of which
      to obtain would not be reasonably expected to have a Company Material Adverse
      Effect.




Section 7.3.  Additional
      Conditions to Obligation
      of the Company to Effect the Merger.  The obligation of the
      Company to effect the Merger shall be further subject to the satisfaction,
      at or
      prior to the Closing, of each of the following conditions (which may be waived
      in whole or in part by the Company).




(a)           Performance
      of Obligations of Parent.  Parent and Merger Sub each shall
      have performed in all material respects its agreements and covenants contained
      in this





54







Agreement
      to be performed by Parent and Merger Sub, respectively, at or prior to the
      Closing pursuant to the terms of this Agreement.




(b)           Representations
      and Warranties.  The representations and warranties of Parent
      and Merger Sub set forth in (i) Sections 5.2(a), 5.2(b), 5.3, 5.4(c), 5.12,
      5.13, 5.14 and 5.15 and the first sentence of Section 5.6 shall be true and
      correct in all respects on the Closing Date as written, as if made on and as
      of
      the Closing Date (except for representations and warranties that expressly
      speak
      only as of a specific date or time other than the Closing Date, which need
      only
      be true and correct in all respects as of such other date or time), except
      for
      any immaterial inaccuracies, and (ii) all other representations and warranties
      of Parent and Merger Sub set forth in Article V shall be true and correct in
      all
      material respects on the Closing Date as if made on and as of the Closing Date
      (except for representations and warranties that expressly speak only as of
      a
      specific date or time other than the Closing Date, which need only be true
      and
      correct in all material respects as of such other date or time), except that
      representations and warranties that contain qualifications with respect to
      materiality or Parent Material Adverse Effect shall be true and correct in
      all
      respects (giving effect to such qualification).




(c)           Closing
      Certificate.  The Company shall have received a certificate
      signed by an authorized executive officer of Parent, dated the Closing Date,
      to
      the effect that the conditions set forth in Section 7.3(a) and
      Section 7.3(b) have been satisfied.




(d)           Parent
      Required Statutory Approvals.  Each of Parent and Merger Sub
      shall have obtained the Parent Required Statutory Approvals (other than those
      referred to in Section 7.1(b)) required to be obtained by it for the
      consummation by Parent and Merger Sub of the Transactions to be consummated
      by
      them, except for those the failure of which to obtain would not be reasonably
      expected to have a Parent Material Adverse Effect.




(e)           Accountants’
      Comfort Letter.  The Company shall have received from Parent’s
      independent registered public accounting firm a letter, dated the Closing Date,
      in form and substance reasonably satisfactory to the Company, containing
      statements and information of the type ordinarily included in accountants’
“comfort letters” with respect to Parent’s financial information contained or
      incorporated by reference in the Parent Registration Statement.




ARTICLE
      VIII


TERMINATION




Section 8.1.  Termination.  Anything
      herein or elsewhere to the contrary notwithstanding, this Agreement may be
      terminated and the Merger may be abandoned at any time prior to the Effective
      Time, by action taken or authorized by the Board of Directors of the terminating
      party or parties, whether before or after the approval and adoption of this
      Agreement by the shareholders of the Company:




(a)           By
      the mutual written consent of Parent and the Company;




(b)           By
      either the Company or Parent:




(i)           if
      any Governmental Entity shall have issued an order, decree or ruling or taken
      any other action in each case permanently restraining, enjoining or
      otherwise





55







prohibiting
      any of the Transactions and such order, decree, ruling or other action shall
      have become final and non-appealable; provided, however, that the
      party seeking to terminate this Agreement pursuant to this clause (b)(i) shall
      have used commercially reasonable efforts to challenge such order, decree,
      ruling or other action;




(ii)           if
      the Effective Time shall not have occurred on or before April 1, 2008;
provided,however,**that if as of such date the
      conditions to the Closing set forth in Sections 7.1(b), 7.2(d) or 7.3(d) shall
      not have been fulfilled but shall be capable of being fulfilled, and all other
      conditions to the Closing shall have been fulfilled (other than those conditions
      that by their nature must be satisfied on the Closing Date), then such date
      shall be extended ninety (90) days without any action by any of the parties
      hereto;




(iii)           if
      any state or federal law, rule or regulation is adopted or issued which has
      the
      effect of prohibiting the Merger; or




(iv)           if
      upon a vote thereon taken at the Company Shareholders’ Meeting (including any
      adjournment or postponement thereof) the Company Shareholder Approval shall
      not
      have been obtained.




(c)           By
      the Company, if:




(i)           (x)
      Parent or Merger Sub has breached or failed to perform any of its covenants
      or
      other agreements contained in this Agreement such that the closing condition
      set
      forth in Section 7.3(a) would not be satisfied or (y) there exists a breach
      of
      any representation or warranty of the Parent or Merger Sub contained in this
      Agreement such that the closing condition set forth in Section 7.3(b) would
      not
      be satisfied and, in the case of both clauses (x) and (y), such breach or
      failure to perform (A) is not cured within thirty (30) days after the receipt
      by
      Parent of written notice thereof specifically referencing this Section 8.1(c)(i)
      or (B) is incapable of being cured by the date set forth in Section
      8.1(b)(ii);




(ii)           the
      Board of Directors of Parent withdraws or modifies, in a manner adverse to
      the
      Company, its approval of this Agreement, the Merger or the Parent Stock
      Issuance; or




(iii)           the
      Board of Directors of the Company approves a Superior Proposal; provided
      that the provisions of Sections 6.3 have been complied with by the Company
      (it being agreed that for purposes of this Section 8.1(c) only, the Company
      shall be deemed to be in compliance with Section 6.3 if a breach by the Company
      is immaterial and unintentional).




(d)           By
      Parent: if:




(i)           (x)
      the Company has breached or failed to perform any of its covenants or other
      agreements contained in this Agreement such that the closing condition set
      forth
      in Section 7.2(a) would not be satisfied or (y) there exists a breach of any
      representation or warranty of the Company contained in this Agreement such
      that
      the closing condition set forth in Section 7.2(b) would not be satisfied and,
      in
      the case of both clauses (x) and (y), such breach or failure to perform (A)
      is
      not cured within thirty (30) days after the receipt by the Company
      of





56







written
      notice thereof specifically referencing this Section 8.1(d)(i) or (B) is
      incapable of being cured by the date set forth in Section 8.1(b)(ii);
      or




(ii)           the
      Board of Directors of the Company (x) withdraws or modifies, in a manner
      adverse to Parent, its approval of this Agreement or the Merger or its
      recommendation to the Company’s shareholders referred to in
      Section 2.6(b)(i) (it being understood and agreed that any
“stop-look-and-listen” communications to the Company’s shareholders of the
      nature contemplated by Rule 14d-9 of the Exchange Act Rules shall not be deemed
      to constitute a withdrawal or modification of such recommendation), (y)
      recommends an Alternative Proposal or Superior Proposal to the shareholders
      of
      the Company or (z) enters into any letter of intent, agreement in principle,
      merger agreement, acquisition agreement or similar agreement (other than an
      Acceptable Confidentiality Agreement in accordance with Section 6.3) with
      respect to any Alternative Proposal or Superior Proposal.




Section 8.2.  Effect
      of
      Termination.  In the event of the termination of this Agreement as
      provided in Section 8.1, written notice thereof shall forthwith be given to
      the other party or parties specifying the provision of this Agreement pursuant
      to which such termination is made, and this Agreement (other than this
      Section 8.2, Section 8.3 (if applicable), and Article IX (as applicable),
      which shall survive any termination of this Agreement) shall forthwith become
      null and void, and there shall be no liability or obligation on the part of
      Parent, Merger Sub or the Company under this Agreement; provided,
however, that none of the parties hereto shall be relieved or released
      from liability for any willful material breach of any of its covenants contained
      in this Agreement.




Section 8.3.  Company
      Termination Fee;
      Reimbursement of Expenses.




(a)           If
      (A) the Company terminates this Agreement pursuant to Section 8.1(c)(iii),
      (B)
      Parent terminates this Agreement pursuant to Section 8.1(d)(ii)(x) (unless
      clause (y) of the proviso to Section 2.6(b)(i) applies), 8.1(d)(ii)(y) or
      8.1(d)(ii)(z), or (C) clause (y) of the proviso to Section 2.6(b)(i) applies
      and, thereafter, the Company Shareholder Approval is not obtained at the Company
      Shareholders’ Meeting held pursuant to Section 2.6(b)(ii) and this Agreement is
      terminated in accordance with Section 8.1, then the Company shall pay to Parent
      the amount of $11,250,000 in cash (the “Company Termination
      Fee”).




(b)           If
      the Company or Parent terminates this Agreement and the Company is obligated
      to
      pay to Parent the Company Termination Fee, the Company shall also reimburse
      Parent for its actual and reasonable documented out-of-pocket expenses incurred
      in connection with this Agreement and the other Transactions on or prior to
      the
      termination of this Agreement, up to a maximum amount of $1,500,000 (the
“Company Reimbursement Amount”).




(c)           With
      respect to Section 8.3(a), the Company shall pay the Company Termination Fee
      to
      Parent, by wire transfer of same day funds, at or prior to the time of
      termination, in the case of such termination by the Company, or as promptly
      as
      reasonably practicable (and in any event within two (2) Business Days), in
      the
      case of such termination by Parent.  With respect to Section 8.3(b),
      the Company shall pay the Company Reimbursement Amount to Parent, by wire
      transfer of same day funds, as promptly as reasonably practicable (and in any
      event within two (2) Business Days) after receipt of an invoice therefor from
      Parent.





57







Except
      to
      the extent required by applicable Law, the Company shall not withhold any
      withholding taxes from any payment made pursuant to this Section 8.3.
****Notwithstanding anything in this Agreement to the
      contrary, Parent and Merger Sub agree that payment of the Company Termination
      Fee and the Company Reimbursement Amount, if such payments are payable and
      actually paid, shall be the sole and exclusive remedy of Parent and Merger
      Sub
      upon the termination of this Agreement in the circumstances described in
      Sections 8.1(c) and 8.1(d).  Under no circumstances shall the Company
      Termination Fee or the Company Reimbursement Amount be payable more than once
      pursuant to this Section 8.3.




(d)           Notwithstanding
      anything to the contrary set forth in this Agreement, if the Company fails
      promptly to pay Parent any amounts due under this Section 8.3, the Company
      shall
      pay the costs and expenses (including reasonable legal fees and expenses) in
      connection with any action, including the filing of any lawsuit or other legal
      action, taken to collect payment, together with interest on the amount of any
      unpaid fee or obligation at the publicly announced prime rate of Wachovia Bank,
      National Association in effect from time to time from the date such fee or
      obligation was required to be paid.




ARTICLE
      IX


MISCELLANEOUS




Section 9.1.  Amendment
      and
      Modification.  Subject to applicable Law, this Agreement may be
      amended, modified or supplemented in any and all respects, whether before or
      after any vote of the shareholders of the Company contemplated hereby, by
      written agreement of the parties hereto by action taken or authorized by their
      respective Boards of Directors at any time prior to the Effective Time;
provided, however, that after the approval of this Agreement by
      the shareholders of the Company, no amendment, modification or supplement shall
      be made that changes the consideration payable in the Merger or adversely
      affects the rights of the Company’s shareholders under this Agreement without
      the prior approval of such shareholders; and, provided, further,
      that after the Effective Time no covenant or agreement of the parties hereto
      that contemplates performance after the Effective Time may be amended, modified,
      waived or supplemented.




Section 9.2.  Extension;
      Waiver.  At any time prior to the Effective Time, the parties may
      (i) extend the time for the performance of any of the obligations or other
      acts
      of any party, (ii) waive any inaccuracies in the representations and warranties
      contained in this Agreement or in any document delivered pursuant to this
      Agreement and (iii) waive compliance with any of the agreements or conditions
      contained in this Agreement. Any agreement on the part of a party to any such
      extension or waiver shall be valid only if set forth in an instrument in writing
      signed on behalf of such party. The failure of any party to this Agreement
      to
      assert any of its rights under this Agreement or otherwise shall not constitute
      a waiver of such rights nor shall any single or partial exercise of any such
      rights preclude any other or further exercise thereof.




Section 9.3.  Nonsurvival
      of Representations and
      Warranties.  None of the representations and warranties contained
      in this Agreement or in any schedule, instrument or other document delivered
      pursuant to this Agreement shall survive the Effective Time.  This
      Section 9.3 shall not limit any covenant or agreement of the parties hereto
      that contemplates performance after the Effective Time.





58







Section 9.4.  Notices.  Any
      and all
      notices or other communications or deliveries required or permitted to be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (i) the date of transmission, if such notice or
      communication is delivered via facsimile, at the facsimile telephone number
      specified in this Section 9.4, prior to 5:00 p.m., New York City time, on a
      Business Day, (ii) the Business Day after the date of transmission, if such
      notice or communication is delivered via facsimile at the facsimile telephone
      number specified in this Agreement (x) at or after 5:00 p.m., New York City
      time, on a Business Day or (y) on a day that this not a Business Day,
      (iii) when received, if sent by nationally recognized overnight courier
      service, or (iv) upon actual receipt by the party to whom such notice is
      required or permitted to be given.  The address for such notices and
      communications (unless changed by the applicable party by like notice) shall
      be
      as follows:




(a)           if
      to the Company, to:





North
      Pittsburgh Systems, Inc.


4008
      Gibsonia Road


Gibsonia,
      PA 15044


Attention:
      President and Chief Executive Officer


Telephone
      No.: (724) 443-9583


Facsimile
      No: (724)-443-9431




with
      a
      copy to:




Thomas,
      Thomas, Armstrong & Niesen


212
      Locust Street


Harrisburg,
      PA 17101


Attention:
      Charles E. Thomas, Jr., Esq.


Telephone
      No.: (717) 255-7600


Facsimile
      No.: (717) 236-8278




and
      a
      copy to:




Hughes
      Hubbard & Reed LLP


One
      Battery Park Plaza


New
      York,
      NY  10004-1482


Attention:
      Kenneth A. Lefkowitz, Esq.


Telephone
      No.: (212) 837-6000


Facsimile
      No.: (212) 422-4726




(b)           if
      to Parent or Merger Sub, to:


Consolidated
      Communications Holdings, Inc.


121
      South
      17th
      Street


Mattoon,
      Illinois 61938


Attention:
      Steven J. Shirar


Telephone
      No.: (217) 258-9555


Facsimile
      No: (217) 234-9934





59







with
      a
      copy to:




Schiff
      Hardin LLP


6600
      Sears Tower


Chicago,
      IL 60606-6473


Attention:
      James E. Brown, Esq.


Telephone
      No.: (312) 258-5500


Facsimile
      No: (312) 258-5600




Section 9.5.  Counterparts.  This
      Agreement may be executed in two (2) or more identical counterparts, all of
      which shall be considered one and the same agreement.  In the event
      that any signature to this Agreement or any amendment hereto is delivered by
      facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
      signature shall create a valid and binding obligation of the party executing
      (or
      on whose behalf such signature is executed) with the same force and effect
      as if
      such facsimile or “.pdf” signature page were an original thereof.  No
      party hereto shall raise the use of a facsimile machine or e-mail delivery
      of a
“.pdf” format data file to deliver a signature to this Agreement or any
      amendment hereto or the fact that such signature was transmitted or communicated
      through the use of a facsimile machine or e-mail delivery of a “.pdf” format
      data file as a defense to the formation or enforceability of a contract and
      each
      party hereto forever waives any such defense.




Section 9.6.  Entire
      Agreement; Third Party
      Beneficiaries.  This Agreement (including the documents and the
      instruments referred to herein) and the Confidentiality Agreement: (i)
      constitute the entire agreement and supersede all prior agreements and
      understandings, both written and oral, among the parties with respect to the
      subject matter of this Agreement, and (ii) are not intended to confer upon
      any
      Person other than the parties hereto any rights or remedies whatsoever, except
      (x) with respect to Article III and Sections 6.7 and 6.8 (which shall inure
      to,
      and may be enforced by, the Persons benefiting therefrom as intended third
      party
      beneficiaries thereof) and (y) for the right of the Company, acting on behalf
      of
      its shareholders, to pursue any remedies against Parent or Merger Sub on behalf
      of the Company’s shareholders by reason of the proviso set forth in Section
      8.2.  In any successful action, suit or proceeding to enforce any
      provision of this Agreement referred to in clause (x) of the preceding sentence,
      and without limiting any other remedies, each third party beneficiary commencing
      or participating in such action, suit or proceeding shall be entitled to recover
      from Parent all costs and reasonable attorneys’ fees incurred by it in
      connection therewith.




Section 9.7.  Severability.  If
      any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction or other authority to be invalid, void, unenforceable
      or
      against its regulatory policy, the remainder of the terms, provisions, covenants
      and restrictions of this Agreement shall nevertheless remain in full force
      and
      effect and shall in no way be affected, impaired or invalidated
      thereby.  Upon such determination that any term, provision, covenant
      or restriction is invalid, illegal, void, unenforceable or against regulatory
      policy, the parties hereto shall negotiate in good faith to modify this
      Agreement so as to effect the original intent of the parties hereto as closely
      as possible in an acceptable manner in order that the Transactions are
      consummated as originally contemplated to the greatest extent
      possible.





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Section 9.8. Governing
      Law.   This Agreement shall be governed by and construed in
      accordance with the Laws of the Commonwealth of Pennsylvania without giving
      effect to the principles of conflicts of law thereof or of any other
      jurisdiction.




Section 9.9.  Binding
      Effect;Assignment.  This Agreement shall be binding upon,
      inure to the benefit of and be enforceable by each of the parties hereto upon
      such party’s execution and delivery hereof, and its successors and (subject to
      the following sentence) permitted assigns.  Neither this Agreement nor
      any of the rights, interests or obligations hereunder may be assigned by any
      of
      the parties hereto, in whole or in part (whether by operation of law or
      otherwise), without the prior written consent of the other parties hereto and
      the written undertaking of the assignee to be bound by the terms of this
      Agreement, and any attempt to make any such assignment without such consent
      shall be null and void abinitio.




Section 9.10.  Schedules.  The
      fact that any information is disclosed in the Company Disclosure Schedule or
      the
      Parent Disclosure Schedule, as the case may be, shall not be construed to mean
      that such information is required to be disclosed by this
      Agreement.  Without limiting the foregoing, the information set forth
      in the Company Disclosure Schedule, and the dollar thresholds set forth in
      this
      Agreement, shall not be used as a basis for interpreting the terms “material” or
“Company Material Adverse Effect” or other similar terms in this
      Agreement.




Section 9.11.  Specific
      Performance.  The parties hereto agree that irreparable damage
      would occur in the event that any of the provisions of this Agreement were
      not
      performed in accordance with their specific terms or were otherwise
      breached.  It is accordingly agreed that each of the parties hereto
      shall be entitled to an injunction or injunctions to prevent breaches of this
      Agreement and to enforce specifically the terms and provisions of this Agreement
      in addition to any other remedy to which such party is entitled at law or in
      equity.  Each of the parties hereto agrees that it shall not oppose
      the granting of such relief and hereby irrevocably waives any requirement for
      the security or posting of any bond in connection with such relief.




Section 9.12.  Submission
      to Jurisdiction;
      Waivers.




(a)           Each
      of the Company, Parent and Merger Sub irrevocably agrees that any legal action,
      suit or proceeding arising out of or relating to this Agreement or any of the
      Transactions or for recognition and enforcement of any judgment in respect
      hereof or thereof brought by any party hereto or its successors or permitted
      assigns shall be brought and determined in the Court of Common Pleas of
      Allegheny County in the Commonwealth of Pennsylvania or in the United States
      District Court in the Western District of Pennsylvania, and each of the Company,
      Parent and Merger Sub hereby irrevocably submits with regard to any such action,
      suit or proceeding for itself and in respect to its property, generally and
      unconditionally, to the jurisdiction of the aforesaid courts. Each of the
      Company, Parent and Merger Sub hereby irrevocably waives, and agrees not to
      assert, by way of motion, as a defense or counterclaim or otherwise, in any
      such
      action, suit or proceeding, (i) any claim that it is not personally subject
      to
      the jurisdiction of the above-named courts for any reason other than the failure
      lawfully to serve process, (ii) that it or its property is exempt or immune
      from
      jurisdiction of either such court or from any legal process commenced in such
      courts (whether through service of notice, attachment prior to judgment,
      attachment in aid of execution of judgment,





61






execution
      of judgment or otherwise), (iii) to the fullest extent permitted by applicable
      Law, that (x) such action, suit or proceeding in either such court is brought
      in
      an inconvenient forum, (y) the venue of such action, suit or proceeding is
      improper and (iv) this Agreement, the Transactions or the subject matter hereof
      or thereof, may not be enforced in or by such courts.




(b)           EACH
          PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
          UNDER
          THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND,
          THEREFORE, EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
          RIGHT IT
          MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION, SUIT OR PROCEEDING
          ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE
          TRANSACTIONS.  EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I)
          NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
          THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN
          THE
          EVENT OF ANY SUCH LEGAL ACTION, SUIT OR PROCEEDING, (II) SUCH PARTY HAS
          CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS
          WAIVER
          VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT
          BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
          9.12(b).


Section
      9.13. Expenses.  Except as
      expressly set forth in this Agreement, all fees and expenses incurred by the
      parties hereto shall be borne solely and entirely by the party that has incurred
      such fees and expenses.




Section 9.14.  Construction
      of
      Agreement.




(a)           The
      terms and provisions of this Agreement represent the results of negotiations
      among the parties hereto, each of which has been represented by counsel of
      its
      own choosing, and none of which has acted under duress or compulsion, whether
      legal, economic or otherwise.  Accordingly, the terms and provisions
      of this Agreement shall be interpreted and construed in accordance with their
      usual and customary meanings, and each of the parties hereto hereby waives
      the
      application in connection with the interpretation and construction of this
      Agreement of any Law to the effect that ambiguous or conflicting terms or
      provisions contained in this Agreement shall be interpreted or construed against
      the party whose attorney prepared the executed draft or any earlier draft of
      this Agreement.




(b)           All
      references in this Agreement to Sections, Articles, Exhibits and Schedules
      without further specification are to Sections and Articles of, and Exhibits
      and
      Schedules to, this Agreement.




(c)           The
      Table of Contents and the captions in this Agreement are for convenience only
      and shall not in any way affect the meaning, interpretation or construction
      of
      any provisions of this Agreement.




(d)           Unless
      the context otherwise requires, “or” is not exclusive.




(e)           Unless
      the context otherwise requires, “including” means “including but not limited
      to.”






62




(f)           The
      definitions contained in this Agreement are applicable to the singular as well
      as the plural forms of such terms and to the masculine as well as the feminine
      and neuter genders of such term.




Section 9.15. Merger
      Sub.  On the
      date hereof, the Company and Parent are executing and delivering this
      Agreement.  Promptly after the date hereof, Parent shall cause Merger
      Sub to be incorporated under the Laws of the Commonwealth of Pennsylvania and,
      promptly thereafter, Parent shall deliver to the Company a counterpart of this
      Agreement duly executed by Merger Sub pursuant to Section
      9.5.  Notwithstanding anything in this Agreement to the contrary, from
      and after the execution of this Agreement by Merger Sub, Merger Sub shall be
      bound by this Agreement as a party hereto and, effective upon its execution
      hereof, Merger Sub shall be deemed to make all of its representations and
      warranties set forth in Article V.










*[Signatures
      on the following page.]*








63







IN
      WITNESS WHEREOF, the Company, Parent and Merger Sub have caused this Agreement
      to be signed by their respective officers thereunto duly authorized, in the
      case
      of the Company and Parent as of the date first written above and, in the case
      of
      Merger Sub, as of the date set forth under its name below.








NORTH
                PITTSBURGH SYSTEMS, INC.By:
            /s/
                Harry R. BrownName:
            Harry
                R. BrownTitle:
            President
                and Chief Executive OfficerCONSOLIDATED
                COMMUNICATIONS HOLDINGS, INC.By:
            /s/
                Robert J. CurreyName:
            Robert
                J. CurreyTitle:
            President
                and Chief Executive OfficerFORT
                PITT ACQUISITION SUB INC.By:Name:
            Robert
                J. CurreyTitle:
            PresidentDate:
            July
                __, 2007