Gray Communications to buy Benedek

As expected, Gray Communications Systems Inc. has signed a letter of
intent to acquire Stations Holdings Inc., parent company of Benedek Broadcasting
Corp., for $500 million in cash plus proceeds from selected pending station
divestitures.

Gray owns 13 stations serving 11 markets, of which 10 are affiliated with CBS
and 3 with NBC.

Gray is publicly traded on the New York Stock Exchange and it reported total net
revenue of $156.3 million in 2001 and media cash flow of approximately $53.1
million, including $40.8 million from the television-station division.

In addition to its TV-station division, Gray operates four local
daily newspapers located in Georgia and Indiana.

The combined station groups will comprise a total of 35 stations with 20 CBS
affiliates, seven NBC affiliates, seven ABC affiliates and one Fox affiliate.

The combined station group will have 24 stations ranked first in viewing
audience within their respective markets, the companies said.

The company will reach in excess of 6 percent of total U.S. TV households.

In addition, with 20 CBS-affiliated stations, it will be
the largest non-network owner of CBS affiliates in the country.

The deal is subject to the signing of a definitive agreement, as well as
approval from the Federal Communications Commission and the U.S. Bankruptcy
Court in Delaware, where Benedek's parent filed for Chapter 11 protection March
22.

The deal is subject to the signing of a definitive
agreement as well as approval from the FCC and the U.S. Bankruptcy Court in
Delaware, where Benedek's parent filed for Chapter 11 protection March
22.