ORDER CONFIRMING DEBTOR'S SECOND AMENDED PLAN OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

MARY F. WALRATH, United States Bankruptcy Judge

Stations Holding Company, Inc., the debtor and debtor-in-possession in the above-captioned and numbered chapter 11 case (the "Debtor"), having filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") on March 22, 2002 (the "Petition Date"); the Debtor having filed on or about August 9, 2002 the Debtor's Second Amended Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code (the "Plan") and the Second Amended Disclosure Statement for the Debtor's Second Amended Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code (the "Disclosure Statement"); the Debtor having distributed the Plan and the Disclosure Statement to all holders of Impaired Claims against and Equity Interests in the Debtor, together with a solicitation of votes to accept or reject the Plan beginning on or about August 14, 2002; the Affidavit of Paula A. Galbraith certifying the (i) Procedures for Distribution of Solicitation Materials and (ii) Tabulation of the Ballots Received for the Debtor's Plan of Reorganization having been filed with this Court on or about September 20, 2002 (the "Voting Affidavit"); this Court, upon motion of the Debtor, having entered an order dated August 13, 2002 (the "Scheduling Order") fixing September 25, 2002 at 1:00 p.m. as the date and time of a hearing pursuant to Bankruptcy Rules 3017 and 3018 and sections 1126 and 1128 of the Bankruptcy Code to consider approval of the Disclosure Statement and Confirmation of the Plan (the "Confirmation Hearing"); the Affidavit of Mailing of Paula A. Galbraith having been filed with this Court on August 16, 2002 with respect to the mailing of notice of the Confirmation Hearing to parties in interest in accordance with the Scheduling Order; the Affidavit of Publication of SK Advertising, having been filed with this Court on September 1, 2002, with respect to the publication of notice of the Confirmation Hearing in the national edition of The Wall Street Journal on August 23, 2002 in accordance with the Scheduling Order; the Debtor having submitted the Affidavits of K. James Yager and Mary L. Flodin each in support of Confirmation of the Plan; this Court having reviewed and/or having been advised regarding the Plan, the Disclosure Statement the Debtor's Memorandum in Support of Approval of the Debtor's Plan of Reorganization, filed on September 20, 2002 (the "Confirmation Memorandum"), and all filed objections and responses to, and statements and comments regarding, Confirmation including the Motion of the United States Trustee Pursuant to Sections 1125(b) and 1126(d) and (e) of the United States Bankruptcy Code to Designate All Persons who Executed Postpetition Lock-Up Agreements and to Direct that Their Ballots Not Be Counted, and Other Sanctions or Other Relief (the "Designation Motion") and the Debtor's Objection to the Designation Motion (the "Designation Objection"), the Committee's objection to the Designation Motion and the Response of Gray to the Designation Motion; this Court having separately ruled on the Designation Motion; this Court having heard the statements of counsel regarding Confirmation at the Confirmation Hearing; this Court having considered all testimony presented and evidence admitted by affidavits or otherwise at the Confirmation Hearing; this Court having taken judicial notice of the papers and pleadings on file in the Chapter 11 Case; the Court having heard the statements on the record at the Confirmation Hearing regarding the resolutions of certain of the objections and responses to Plan Confirmation; and it appearing to this Court that (a) notice of the Confirmation Hearing and the opportunity of any party in interest to object to Confirmation were adequate and appropriate as to all parties to be affected by the Plan and the transactions contemplated thereby, and (b) the legal and factual bases set forth in the Confirmation Memorandum and presented at the Confirmation Hearing establish just cause for the relief granted herein; this Court hereby makes and issues the following Findings of Fact, Conclusions of Law and Orders;

I. FINDINGS OF FACT

A. Jurisdiction and Venue.

On the Petition Date, the Debtor commenced its Chapter 11 Case by filing a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtor was and is qualified to be a debtor under section 109 of the Bankruptcy Code. The Debtor's state of incorporation is Delaware. Venue in the District of Delaware was proper as of the Petition Date and continues to be proper.

B. Compliance with the Requirements of Section 1129 of the Bankruptcy Code.

1. Section 1129(a)(1) — Compliance of the Plan with Applicable Provisions of the Bankruptcy Code.

The Plan complies with all applicable provisions of the Bankruptcy Code as required by section 1129(a)(1) of the Bankruptcy Code, including, without limitation, sections 1122 and 1123. The Plan is dated and identifies the Debtor as the proponent. F.R.Bankr.P. 3016(a). Pursuant to sections 1122(a) and 1123(a)(1) of the Bankruptcy Code, the Plan designates Classes of Claims and Equity Interests, other than Administrative Claims and Priority Tax Claims. As required by section 1122(a), each Class of Claims and Equity Interests contains only Claims or Equity Interests that are substantially similar to the other Claims or Equity Interests within that Class. A reasonable basis exists for the classification in the Plan.

Pursuant to sections 1123(a)(2) and (3) of the Bankruptcy Code, Article III of the Plan specifies all Claims and Equity Interests that are not impaired and specifies the treatment of all Claims and Equity Interests that are impaired. Article III of the Plan identifies Classes 1, 2 and 3 as unimpaired and Classes 4, 5, 6, and 7 as impaired under the Plan. Pursuant to section 1123(a)(4) of the Bankruptcy Code, the Plan also provides the same treatment for each Claim or Interest within a particular Class.

Pursuant to section 1123(a)(5) of the Bankruptcy Code, the Plan provides adequate means for the Plan's implementation.

The Debtor will have, immediately upon the effectiveness of the Plan, sufficient Cash to make all payments required to be made on the Effective Date pursuant to the terms of the Plan. Moreover, Article V and various other provisions of the Plan specifically provide adequate means for the Plan's implementation, including, without limitation: (a) the continuation of the corporate existence of the Debtor and the vesting of assets in New SHC; (b) the cancellation of the Senior Notes, Preferred Stock, Common Stock and other Equity Interests; (c) the issuance of the New SHC Class B Common Stock and the execution of related documents; (d) the adoption of the Certificate of Incorporation and By-laws of New SHC; and (e) the sources of Cash for distribution of the Plan.

The certificate of incorporation of New SHC shall be deemed amended to prohibit the issuance of non-voting securities required by section 1123(a)(6) of the Bankruptcy Code. Section 2.3 of the Merger Agreement provides that: (a) the initial officers of New SHC shall be the principal officers of GMAT immediately prior to the Effective Date; and (b) the board of directors of New SHC as of the Effective Date shall consist of two members, J. Mack Robinson and Robert S. Prather. As required by section 1123(a)(7) of the Bankruptcy Code, the Debtor's initial officers and directors have been selected in a manner consistent with the interests of the Holders of Claims and Equity interests and with public policy.

2. Section 1129(a)(2) — Compliance of the Debtor with Applicable Provisions of the Bankruptcy Code.

The Debtor, as proponent of the Plan, has complied with all applicable provisions of the Bankruptcy Code as required by section 1129(a)(2) of the Bankruptcy Code, including, without limitation, sections 1125 and 1126 of the Bankruptcy Code and Bankruptcy Rules 3017, 3018 and 3019. In particular, the solicitation of acceptances or rejections of the Plan was solicited after disclosure to holders of Claims and Equity Interests of "adequate information", as defined in section 1125(a) of the Bankruptcy Code. For purposes of this finding, the Court has excluded the votes of those Holders of Claims and Equity Interests in Classes 4, 5 and 6 who have executed a lock-up agreement (a "Lock-Up Agreement")

3. Section 1129(a)(3) — Proposal of Plan in Good Faith.

The Debtor proposed the Plan in good faith and not by any means forbidden by law. The Plan itself, and the process leading to its formulation, provide independent evidence of the Debtor's good faith. The Debtor, as well as its current directors, officers, employees, agents, affiliates and professionals (acting in such capacity) have acted in "good faith" within the meaning of section 1125(e) of the Bankruptcy Code.

4. Section 1129(a)(4) — Bankruptcy Court Approval of Certain Payments as Reasonable.

Pursuant to section 1129(a)(4) of the Bankruptcy Code, any payment made or promised by the Debtor or by any person acquiring property under the Plan, for services or for costs and expenses m, or in connection with, the Chapter 11 Case, or in connection with the Plan and incident to the Chapter 11 Case to the extent of services provided before the Confirmation Date, has been, or will be before payment, disclosed to the Bankruptcy Court. Any such payment made before the Confirmation Hearing is reasonable. Any such payment not yet made for services rendered prior to the Confirmation Hearing is subject to the approval of this Court in accordance with applicable provisions of the Bankruptcy Code.

5. Section 1129(a)(5) — Disclosure of Identity and Affiliations of Proposed Management. Compensation of Insiders and Consistency of Management Proposals with the Equity Interests of Creditors and Public Policy.

Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtor, in the Summary Section of the Disclosure Statement, disclosed the identity of the proposed directors. The appointment of the proposed directors is consistent with the interests of the Holders of Claims and Equity Interests and public policy.

6. Section 1129(a)(6) — Approval of Rate Changes.

The Debtor's current business does not involve the establishment of rates over which any regulatory commission has or will have jurisdiction after Confirmation.

7. Section 1129(a)(7) — Best Interests of Creditors and Equity interest Holders.

With respect to each Impaired Class of Claims or Equity Interests of the Debtor, each holder of a Claim or Equity Interest in such Class has accepted the Plan or will receive or retain under the Plan on account of such Claim or Equity Interest property of a value, as of the Effective Date, that is not less than the amount such holder would receive or retain if the Debtor were liquidated on the Effective Date under chapter 7 of the Bankruptcy Code,

8. Section 1129(a)(8) — Acceptance of the Plan by Each Impaired Class.

Pursuant to 1129(a)(8) of the Bankruptcy Code, (a) Classes 1, 2 and 3 are unimpaired and, pursuant to section 1126(f) of the Bankruptcy Code, are conclusively presumed to have accepted the Plan and (b) as described in the Voting Affidavit, Classes 4 and 5 have accepted the Plan in accordance with section 1126(c) of the Bankruptcy Code. Notwithstanding the lack of compliance of Classes 6 and 7 with section 1129(a)(8) of the Bankruptcy Code, the Plan is confirmable because, as more fully set forth in this Confirmation Order, the Plan satisfies section 1129(b)(1) of the Bankruptcy Code with respect to Classes 6 and 7.

9. Section 1129(a)(9) — Treatment of Claims Entitled to Priority Pursuant to Section 507(a) of the Bankruptcy Code.

The Plan provides that, with respect to a Claim of a kind specified in section 507(a)(1) of the Bankruptcy Code, on the later to occur of (i) the Effective Date, and (ii) the date on which such Claim is allowed the holder of such Claim will receive on account of such Claim Cash in an amount equal to the allowed amount of such Claim, unless such other terms are agreed upon by such Holder and the Debtor (or New SHC after the Effective Date) or upon an order of the Bankruptcy Court.

The Plan provides that with respect to Other Priority Claims, on the later to occur of (i) the Effective Date and (ii) the date on which such Claim is allowed, the Holders of such Claims will receive on account of such Claims Cash in an amount equal to the allowed amount of such Claims, unless otherwise mutually agreed upon by the such Holders and the Debtor (or New SHC after the Effective Date) or upon an order of the Bankruptcy Court.

The Plan provides with respect to a Claim of a kind specified in section 507(a)(8) of the Bankruptcy Code that, the Holder of such Claim shall be entitled to receive distributions in an amount equal to the amount of such Allowed Claim. Such payment shall be made (i) in full, in Cash, on the Effective Date or as soon thereafter as such Claim is allowed, or (ii) by mutual agreement of the holder of such Allowed Claim and the Debtor (or New SHC after the Effective Date).

10. Section 1129(a)(10) — Acceptance by at Least One Impaired Class.

As required by section 1129(a)(10) of the Bankruptcy Code and as indicated in the Voting Affidavit, at least one Class of Claims (specifically, Classes 4 and 5) that is impaired under the Plan has accepted the Plan, excluding votes cast by insiders.

11. Section 1129(a)(11) — Feasibility of the Plan.

Confirmation of the Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Debtor, except as otherwise proposed in the Plan, The Debtor will have sufficient funds to satisfy its obligations under the Plan.

12. Section 1129(a)(12) — Payment of Bankruptcy Fees.

In accordance with section 1129(a)(12) of the Bankruptcy Code, Article XII.C. of the Plan provides for the payment of all fees payable under 28 U.S.C. § 1930 on or before the Effective Date. The Debtor has adequate means to pay all such fees.

13. Section 1129(a)(13) — Retiree Benefits.

Because the Debtor has no employees and never has had any employees, it owes no "retiree benefits", as that term is defined in section 1114 of the Bankruptcy Code. Accordingly, section 1129(a)(13) of the Bankruptcy Code is inapplicable to the Debtor.

14. Section 1129(b) — Confirmation of Plan over Nonacceptance of Impaired Class.

Pursuant to section 1129(b)(1) of the Bankruptcy Code, the Plan is confirmed notwithstanding that, contrary to section 1129(a)(8) of the Bankruptcy Code, Common Equity Interests in Class 7 are impaired and Holders of such Equity Interests are deemed to have rejected the Plan and the Holders of Class 6 Claims have voted to reject the Plan. The Plan does not discriminate unfairly and is fair and equitable with respect to the Holders of Class 7 Equity interests. Also, the Plan does not discriminate unfairly and is fair and equitable with respect to Holders of Class 6 Claims. There is no holder of a Claim junior to the Class 6 Equity Interests who will receive or retain any property under the Plan on account of such Claim.

C. Treatment of Unimpaired Claims.

The provisions of the Plan with respect to the holders of unimpaired Claims are fair and appropriate, and the Plan does not require the holders of the unimpaired Claims to file proofs of claim with this Court.

D. Satisfaction of Conditions to Confirmation.

Each of the conditions precedent to the entry of this Confirmation Order has been satisfied or waived in accordance with the Plan.

II. CONCLUSIONS OF LAW

A. Jurisdiction and Venue.

This Court has jurisdiction over this matter pursuant to 28 U.S.C. § 157(a) and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). The Debtor is and was qualified to be a debtor under section 109 of the Bankruptcy Code. Venue in the District of Delaware was proper as of the Petition Date and continues to be proper under 28 U.S.C. § 408.

B. Exemptions from Taxation.

Pursuant to section 1146(e) of the Bankruptcy Code: (1) the issuance, distribution and transfer of Equity Interests in the Debtor pursuant to the Merger Agreement (to the extent such section of the Bankruptcy Code applies), or (2) the making delivery or recording of any deed or other instrument of transfer under, in furtherance of, or in connection with, the Plan, including any deeds, bills of sale, assignments or other instruments of transfer executed in connection with any transactions arising out of; contemplated by or in any way related to the Plan or this Confirmation Order, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax or other similar tax or governmental assessment, and the appropriate state or local governmental officials or agents shall be, and hereby are, directed to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.

C. Compliance with Section 1129 of the Bankruptcy Code.

The Plan complies in all respects with the applicable requirements of section 1129 of the Bankruptcy Code.

III. ORDER

A. Confirmation of the Plan.

The Plan and each of its provisions shall be, and hereby is, confirmed and approved in each and every respect pursuant to section 1129 of the Bankruptcy Code. The terms of the Plan are incorporated by reference into, and are an integral part of, this Confirmation Order. Notwithstanding the foregoing, if there is any direct conflict between the terms of the Plan and the terms of this Confirmation Order, the terms of this Confirmation Order shall control. Any objections and responses to, and statements and comments regarding, the Plan, to the extent not already withdrawn or resolved pursuant to representations on the record at the Confirmation Hearing, shall be, and hereby are, overruled.

B. Effects of Confirmation.

1. Executory Contracts and Unexpired Leases.

The executory contract and unexpired lease provisions of the Plan shall be, and hereby are, approved. On the Effective Date, all executory contracts and unexpired leases of the Debtor will be deemed rejected in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, except (a) the Employment Agreement dated December 31, 2000 between K. James Yager and Benedek Broadcasting, as amended on or about April 1, 2001 which amendment, among other things, added the Debtor as a party to the agreement, which agreement to the extent it is executory, is assumed as of the Effective Date and (b) those executory contracts and unexpired leases (if any) that (i) have been assumed by order of this Court, (ii) are the subject of a motion to assume pending on the Effective Date, or (iii) as to which agreement (in writing) of an alternate effective date for rejection has been reached.

Except as otherwise expressly provided under the Plan, all employment and severance policies (if any), and all compensation and benefit plans, policies and programs of the Debtor (if any) applicable to its employees, former employees, retirees and non-employee directors and the employees and retirees of their non-Debtor subsidiaries, including all savings plans, retirement plans, health care plans, disability plans, severance benefit plans, incentive plans and life, accidental death, and dismemberment insurance plans are hereby treated as executory contracts and on the Effective Date shall be, and hereby are, deemed rejected pursuant to the provisions of sections 365 and 1123 of the Bankruptcy Code.

Notwithstanding any other provision of the Plan to the contrary, the obligations of the Debtor to indemnify, defend and reimburse the DO Releasees against and for any obligations in respect of those claims, actions or omissions covered by the Plan, pursuant to articles of incorporation, codes of regulations, bylaws, or specific agreement, or any combination of the foregoing, shall be deemed assumed by the Debtor on the Effective Date without any further action by any Entity.

2. Injunctions and Exculpations.

The classification and manner of satisfying all Claims and Equity Interests and the respective distributions and treatments under the Plan take into account and/or conform to the relative priority and rights of the Claims and Equity Interests in each Class in connection with any contractual, legal and equitable subordination rights relating thereto whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code or otherwise, and any and all such rights shall be, and hereby are, settled, compromised and released pursuant to the Plan. As of the Effective Date (and, with respect to Holders of Class 4 Claims, the first Business Day after the Effective Date), all persons and entities shall be, and hereby are, permanently enjoined form enforcing or attempting to enforce any such contractual, legal and equitable subordination rights satisfied, compromised and settled pursuant to the Plan and this Confirmation Order. Without limiting the generality of the foregoing, the treatment of the Senior Notes pursuant to the Plan shall be deemed to account for any subordination provisions applicable thereto.

In accordance with section 1141 of the Bankruptcy Code, the Plan, its provisions, and this Order are binding upon the Debtor, any other entity created pursuant to the Plan (including New SHC), any entity acquiring or receiving property under the Plan (including Gray and GMAT or, any holder of a Claim (including Senior Note Claims) or Equity Interest (including Holders of Preferred Stock), whether or not the Claim or Equity Interest is Allowed under section 502 of the Bankruptcy Code, impaired under the Plan, and whether or not the holder of such Claim or Interest has filed, or is deemed to have filed, a proof of Claim or Equity Interest or has accepted or rejected the Plan.

Pursuant to section 1141 of the Bankruptcy Code, on the Effective Date, except as otherwise provided in the Plan, the transfer of any assets by the Debtor pursuant to the Merger Transaction, as contemplated by the Plan, and the vesting of these assets in New SHC, are free and clear of all liens, security interests, claims, and interests, and all such liens, security interests, claims and interests shall be extinguished,

The injunction, exculpation and release provisions contained in the Plan are fair and equitable, are given for valuable consideration, and are in the best interests of the Debtor and its chapter II estate, and such provisions shall be effective and binding upon all persons and entities, except that those Holders of Claims in Classes 4 and 5 and Equity Interests in Class 6 that did not vote to grant the releases in the Plan are not bound by such provisions.

Except as otherwise provided by the Plan, including, without limitation, in connection with the Merger Transaction, on the Effective Date, title to all assets and properties encompassed by the Plan shall vest in New SHC in accordance with section 1141 of the Bankruptcy Code.

Except as otherwise expressly provided in the Plan or this Order, all Entities who have held, hold or may hold Claims or Equity Interests that are released or to be released under the Plan are permanently enjoined, from and after the Effective Date, provided such Holders receive the treatment of their Claims or Equity Interests pursuant to the Plan or, in the case of the Holders of Senior Note Claims, the first Business Day after the Effective Date, from (a) commencing or continuing in any manner any action or other proceeding of any kind on account of any such Claim or Equity Interest against the Debtor, or any of its professionals, (b) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree or order against the Debtor, or any of its professionals, and (c) creating, perfecting, or enforcing any encumbrance of any kind against the Debtor, or any of its professionals or against the property or interests in property of the Debtor, or its professionals.

Except as otherwise expressly provided in the Plan or this Order, as of the Effective Date, all non-Debtor entities are permanently enjoined from commencing or continuing in any manner, any action or proceeding, whether directly, derivatively, on account of or respecting any claim, debt, right, or cause of action of the Debtor which the Debtor and, after the Effective Date, New SHC (or its assignees) retains sole and exclusive authority to pursue in accordance with the Plan or which has been released pursuant to the Plan.

Except as otherwise expressly provided in the Plan or this Order, as of the Effective Date, all Entities are permanently enjoined from commencing or continuing in any manner, any action or proceeding against any of the DO Releasees, whether directly, derivatively, on account of or respecting any claim, debt, right or cause of action based in whole or in part upon any act or omission, transaction, agreement, event or other occurrence. For the avoidance of doubt, this injunction does not apply to prepetition claims or liabilities in respect of any contractual obligation owed by such Entity to the Debtor or its affiliates. For the avoidance of doubt, the DO Releasees are intended third party beneficiaries of this Plan.

The Debtor, the Committee and its members (each in their capacity as members of the Committee), and Entities employed pursuant to sections 327, 328 and 1103 of the Bankruptcy Code shall neither have nor incur any liability to any Entity for any act taken or omitted to be taken in connection with or related to the formulation, preparation, dissemination, implementation, administration, confirmation or consummation of the Plan, the Disclosure Statement or any contract, instrument, release or other agreement or document created or entered into in connection with the Plan, or the Merger Transaction, or any other act taken or omitted to be taken in connection with the Chapter 11 Case;provided, however, that this paragraph shall not operate to discharge any Entities' obligations under the Plan.

3. Injunctions and Stays Remain in Effect until Effective Date.

All injunctions and stays pursuant to sections 105 and 362 of the Bankruptcy Code or otherwise shall remain in full force and effect until the Effective Date of the Plan, except that nothing herein shall bar the taking of such other actions as are necessary to effectuate the transactions specifically contemplated by the Plan or by this Confirmation Order.

C. Matters Relating to Implementation of the Plan.

1. Immediate Effectiveness; Successors and Assigns.

Immediately upon the entry of this Confirmation Order, but subject to the occurrence of the Effective Date, the terms of the Plan shall be, and hereby are, deemed binding upon the Debtor, Gray, Gray MAT, New SHC any and all holders of Claims or Equity Interests (irrespective of whether such Claims or Equity Interests are impaired under the Plan or whether the holders of such Claims or Equity Interests accepted or are deemed to have accepted the Plan), any and all non-Debtor parties to executory contracts and unexpired leases with the Debtor and the respective heirs, executors, administrators, successors or assigns, if any, of any of the foregoing.

2. Corporate Authorization.

The appropriate officers of the Debtor and members of the board of directors of the Debtor are authorized and hereby directed to issue, execute and deliver the agreements, documents, securities and instruments contemplated by the Plan and the Merger in the name of, and on behalf of, the Debtor. All matters provided under the Plan involving the corporate structure of the Debtor shall be deemed authorized and approved without any requirement of further action by the Debtor, the Debtor's shareholders or the Debtor's boards of directors. The Debtor's officers shall be deemed to have resigned their offices as of the Effective Date.

3. Cancellation of Notes, Instruments, Debentures, and Equity Interests.

On the Effective Date, except to the extent provided otherwise in the Plan, all notes, instruments, certificates and other documents evidencing (a) the Preferred Stock, (b) the Commons Stock and any stock options, warrants or other right to purchase stock shall be canceled and deemed terminated as permitted by section 1123(a)(5)(F) of the Bankruptcy Code. On the first Business Day after the Effective Date, except to the extent provided otherwise in the Plan, (i) any indenture relating to any of the foregoing, including, without limitation, the Senior Note Indenture and (ii) the Senior Notes, shall be deemed to be canceled, as permitted by section 1123(a)(5)(F) of the Bankruptcy Code, and the obligations of the Debtor thereunder shall be discharged in accordance with the Plan; provided that the Senior Note Indenture that governs the rights of the Holder of a Claim and that are administered by the Senior Note Trustee shall continue in effect solely for the purposes of allowing the Senior Note Trustee to make the distributions to be made on account of such Claims under the Plan. Any fees or expenses due to the Senior Note Trustee from the Debtors shall be paid directly from the Senior Note Trustee (as defined herein) or the Claims Escrow (as provided herein) and shall not be deducted from any distributions to the Holders of Claims and Equity Interests.

4. Sources of Cash for Plan Distribution.

All Cash necessary for the Debtor to make payments pursuant to the Plan shall be obtained from proceeds from the Merger Transaction.

5. Distributions.

The distribution provisions of the Plan shall be, and hereby are, approved. The Debtor, shall make all distributions required under the Plan. Except as specifically set forth in the Plan, New SHC will administer all Claims and make all distributions required under the Plan to the extent not administered or satisfied by the Debtor. With respect to Class 4, a sum of Cash equal to the amount of Allowed Class 4 Claims shall be deposited in the Senior Note Escrow on the Effective Date. Subject to the provisions of Article VII.B of the Plan, on the first Business Day after the Effective Date, the funds in the Senior Note Escrow shall be disbursed to the Senior Note Trustee. As soon as practicable thereafter, each Holder of an Allowed Class 4 Claim shall be paid in full, in Cash, the amount through the Effective Date of their Allowed Claim. Any holder of an Allowed Claim that does not assert its rights pursuant to the Plan to receive a distribution within six (6) months from and after the Effective Date shall have its Claim for such undeliverable distribution discharged and shall be forever barred from asserting any such Claim against New SHC or its assets. In such case, any consideration held for distribution on account of such Claim or Interest shall revert to New SHC for distribution to Allowed Class 5 Claims in accordance with the terms of the Plan.

6. Preservation of Rights of Action.

Except as otherwise provided in the Plan, in accordance with section 1123(b) of the Bankruptcy Code, the Debtor and, after the Effective Date, New SHC shall retain and may exclusively enforce any Bankruptcy Causes of Action that the Debtor or its estate may hold against any Person or Entity. The Debtor and, after the Effective Date, New SHC may pursue such retained Causes of Action, as appropriate, in accordance with the best interests of the Debtor in accordance with the terms of the Plan.

7. Prosecution of Objections to Claims.

Other than the United States Trustee, the Debtor and, after the Effective Date, and subject to Article VIII.A. of the Plan, New SHC shall have the exclusive authority to file objections to, settle, compromise, withdraw or litigate to judgment objections to Claims or Equity Interests. The United States Trustee as well as the Debtor and, after the Effective Date, New SHC, may settle or compromise any Claim or Equity Interest without approval of this Court subject to the terms and conditions of the Plan.

D. Substantial Consummation.

The substantial consummation of the Plan, within the meaning of section 1127 of the Bankruptcy Code, shall be, and hereby is, deemed to have occurred on the Effective Date.

E. Retention of Jurisdiction.

Notwithstanding the entry of this Confirmation Order or the occurrence of the Effective Date, the Bankruptcy Court shall retain such jurisdiction over the Chapter 11 Case, and shall have exclusive jurisdiction over any matter arising under the Bankruptcy Code related to the Chapter 11 Case or the Plan, after the Confirmation Date and after the Effective Date, to the greatest extent permitted by applicable law, including, without limitation, jurisdiction to:

(i) to resolve any matters related to the assumption, assumption and assignment or rejection of any executory contract or unexpired lease to which the Debtor is a party or with respect to which the Debtor may be liable and to hear, determine and, if necessary, liquidate, any Claims arising therefrom, including those matters related to the amendment after the Effective Date of the Plan, to add any executory contracts or unexpired leases to the list of executory contracts and unexpired leases to be rejected;

(ii) to enter such orders as may be necessary or appropriate to implement or consummate the provisions of the Plan and all contracts, instruments, releases, and other agreements or documents created in connection with the Plan;

(iii) to determine any and all motions, adversary proceedings, applications and contested or litigated matters that may be pending on the Effective Date (including the retention of Greenhill or that, pursuant to the Plan, may be instituted by New SEC after the Effective Date;

(iv) to ensure that distributions to Holders of Allowed Claims and Allowed Equity interests are accomplished as provided herein, including with respect to the Claims Escrow, the Indenture Trustee Escrow and the Senior Note Escrow;

(v) to hear and determine any timely objections to Administrative Claims or to proofs of Claim and Equity Interests filed, both before and after the Confirmation Date, including any objections to the classification of any Claim or Equity Interest, and to allow, disallow, determine, liquidate, classify, estimate or establish the priority of or secured or unsecured status of any Claim, in whole or in part;

(vi) to enter and implement such orders as may be appropriate in the event the Confirmation Order is for any reason stayed, revoked, modified, reversed or vacated;

(vii) to issue such orders in aid of execution of the Plan., to the extent authorized by section 1142 of the Bankruptcy Code;

(viii) to consider any modifications of the Plan, to cure any defect or omission, or reconcile any inconsistency in any order of the Bankruptcy Court, including the Confirmation Order;

(ix) to hear and determine all applications for awards of compensation for services rendered and reimbursement of expenses incurred prior to the Confirmation Date;

(x) to hear and determine disputes arising in connection with or relating to the Plan or the interpretation, implementation, or enforcement of the Plan or the extent of any Entity's obligations incurred in connection with or released or exculpated under the Plan;

(xi) to issue injunctions, enter and implement other orders or take such other actions as may be necessary or appropriate to restrain interference by any Entity with consummation or enforcement of the Plan;

(xii) to determine any other matters that may arise in connection with or are related to the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release or other agreement or document created in connection with the Plan, the Disclosure Statement, or the Statements of Support;

(xiii) to hear and determine matters concerning state, local and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

(xiv) to hear any other matter or for any purpose specified in the Confirmation Order that is not inconsistent with the Bankruptcy Code;

(xv) to hear and determine any matters that may arise in connection with the Merger, the Gray Merger Agreement, the Merger Transaction or any order of the Bankruptcy Court with respect to any of the foregoing; and

(xvi) to enter a final decree closing the Chapter 11 Case.

F. Senior Note Trustee Claim

On the Effective Date, $150,000 of the Merger Consideration shall be placed into an escrow (the "Senior Note Trustee Escrow"), the terms of which shall be satisfactory to the Debtor, Gray and the Committee and The Bank of New York as Senior Note Trustee, to secure and satisfy all Allowed Claims of the Senior Note Trustee (including to the extent provided for under the Senior Note Indenture, including, but not limited to, the Senior Note Trustee fees and costs associated with collection of its fees and costs, all to the extent allowed by the Bankruptcy Court) (the "IT Claim") under the Senior Note Indenture. The IT Claim shall also be secured and entitled to recovery from the Claims Escrow, after the Court has entered a Final Order with respect to all other Claims entitled to recover thereon and full and complete payment has been made from the Claims Escrow pursuant to such Final Orders. Any objections to the IT Claim shall be made within thirty days from the date of this Order. In the event no objection is filed, the IT Claims shall be deemed allowed by the Bankruptcy Court in the amount set forth in the proof of claim filed by the Senior Note Trustee.

G. Miscellaneous.

Subject to Bankruptcy Rule 9010. and except as provided in the Plan, distributions and deliveries to holders of Allowed Claims shall be made at the address of each such holder as set forth on the Schedules filed with the Bankruptcy Court unless superseded by the address set forth on proofs of claim filed by such holders, or at the last known address of such a holder if no proof of claim is filed, or if the Debtor have been notified in writing of a change of address.

The United States Trustee, the Debtor and, after the Effective Date, New SHC, each may, in its discretion, file with the Bankruptcy Court and serve upon the appropriate holders objections to Claims and Equity Interests that have not previously been Allowed as soon as practicable.

Any person or entity seeking an allowance of final compensation or reimbursement of expenses for professional services rendered to the Debtor, the Committee or in relation to this case pursuant to sections 327, 328, 330, 331, 503(b) and 1103 of the Bankruptcy Code shall file and serve an application for allowance of final compensation for services rendered and reimbursement of related expenses incurred on or before the Confirmation Date in or in connection with this case (each, an "Application"), on each of the following entities not later than forty-five (45) days after the Confirmation Date:

Office of the United States Trustee J. Caleb Boggs Federal Building 844 King Street, Suite 2313, Lockbox 35 Wilmington, DE 19801 Attn: Frank Perch

— and —

Stations Holding Company, Inc. 2895 Greenspoint Drive, Suite 250 Hoffman Estates, IL 60195 Attn: K. James Yager, President and Chief Operating Officer

— and —

Kirkland Ellis 200 E. Randolph Drive Chicago, Illinois 60601 Attn: James H.M. Sprayregen, P.C. Geoffrey A. Richards Christian J. Lane

— and —

Pachulski, Stang, Ziehl, Young Jones, P.C. 919 North Market Street, Suite 1600 Wilmington, DE 19801 Attn: Laura Davis Jones

— and —

Shack Siegel Katz Flaherty Goodman P.C. 530 Fifth Avenue, 16th Floor New York, N.Y. 10036 Attn: Paul S. Goodman

— and —

Gray Communications Systems, Inc. 4370 Peachtree Road, NE Atlanta, Georgia 30319 Attn: Robert S. Prather, Jr. Telecopy: 404-261-9607

— and —

Alston Bird LLP 1201 West Peachtree Street Atlanta, Georgia 30309 Attn: Stephen A. Opler Telecopy: 404-881-4777

— and —

Proskauer Rose LLP 1585 Broadway New York, N.Y. 10036 Attn: Michael Foreman Telecopy: 212-969-2900

— and —

Young Conaway Stargatt Taylor LLP 1000 West Street, 17th Floor P.O. Box 391 Wilmington, DE 19899-0391 Attn: Ed Harron Telecopy: 302-576-3298

— and —

Kasowitz, Benson, Torres Friedman LLP 1633 Broadway New York, N.Y. 10019 Attn: Adam L. Shiff Telceopy: 212-506-1800

— and —

Richards, Layton Finger, P.A. One Rodney Square Wilmington, DE 19899 Attn: John H. Knight Telecopy: 302-651-7701

A hearing to consider the Applications so served and filed shall be held before the Court as soon as counsel may be heard, in the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, Sixth Floor, Wilmington, Delaware 19801 (the "Final Fee Hearing"), or on such adjourned date and time as may be announced at the Final Fee Hearing.

Each Application shall comply with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules and the Local Bankruptcy Rules, and shall set forth, among other things, in reasonable detail, (i) the name and address of the applicant, (ii) the nature of the professional or other services rendered and expenses for which reimbursement is requested for all periods from the date the particular applicant was retained through the Confirmation Date, (iii) the amount of compensation and reimbursement of expenses requested, (iv) whether any payments have been received on account and, if so, the amount or amounts thereof:, and (v) the amounts of compensation and reimbursement of expenses previously allowed by the Court, if any.

No applications will be filed for compensation and reimbursement by professional persons for services rendered or expenses incurred on or after the Confirmation Date, and such compensation and reimbursement may be paid by the Debtor in accordance with ordinary business practices and without order of the Court.

On or before the fifteenth (15th) Business Day after entry of this Order, the Debtor shall (a) mail to all creditors and other parties in interest notice of the entry of this Order and (b) publish notice of the entry of this Order on one occasion in The Wall Street Journal (National Edition).

To the extent of any inconsistency between the provisions of the Plan and this Order, the terms and conditions contained in the Order shall govern.

The provisions of this Order are integrated with each other and are nonseverable and mutually dependent.

This Order is a final order and the period in which an appeal must be filed shall commence upon the entry hereof

IT IS SO ORDERED.