<PAGE>   1
                                                                    EXHIBIT 1.1

                          The Ackerley Group, Inc.

                                   [ ] Shares*
                                  Common Stock
                                ($.01 par value)

                             Underwriting Agreement


                                                              New York, New York
                                                                      [ ] , 1999

Salomon Smith Barney Inc.
First Union Capital Markets Corp.
Merrill Lynch, Pierce, Fenner & Smith
                  Incorporated
As Representatives of the several Underwriters,
c/o   Salomon Smith Barney Inc.
      388 Greenwich Street
      New York, New York  10013

Ladies and Gentlemen:

        The Ackerley Group, Inc., a Delaware corporation (the "Company"),
proposes to sell to the several underwriters named in Schedule I hereto (the
"Underwriters"), for whom you (the "Representatives") are acting as
representatives, [ ] shares of Common Stock, $.01 par value ("Common Stock"), of
the Company and the persons named in Schedule II hereto (the "Selling
Stockholders") propose to sell to the several Underwriters [ ] shares of Common
Stock (said shares to be issued and sold by the Company and said shares to be
sold by the Selling Stockholders collectively being hereinafter called the
"Underwritten Securities"). The Company also proposes to grant to the
Underwriters an option to purchase up to [ ] additional shares of Common Stock
to cover over-allotments (the "Option Securities"; the Option Securities,
together with the Underwritten Securities, being hereinafter called the
"Securities"). The Underwritten Securities to be sold by the Company, together
with the Option Securities, are hereinafter sometimes called the "Company
Securities"; and the Underwritten Securities to be sold by the Selling
Stockholders are hereinafter sometimes called the "Stockholder Securities". To
the extent there are no additional Underwriters listed on Schedule I other than
you, the term Representatives as used herein shall mean you, as Underwriters,
and the terms Representatives and Underwriters shall mean either the singular or
plural as the context requires. In addition, to


--------

*       Plus an option to purchase from The Ackerley Group, Inc. up to [ ]
        additional shares to cover over-allotments.


<PAGE>   2
the extent that there is not more than one Selling Stockholder named in Schedule
II, the term Selling Stockholder shall mean either the singular or plural. The
use of the neuter in this Agreement shall include the feminine and masculine
wherever appropriate. Any reference herein to the Registration Statement, a
Preliminary Prospectus or the Prospectus shall be deemed to refer to and include
the documents incorporated or deemed to be incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or
before the Effective Date of the Registration Statement or the issue date of
such Preliminary Prospectus or the Prospectus, as the case may be; and any
reference herein to the terms "amend", "amendment" or "supplement" with respect
to the Registration Statement, any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include the filing of any document under the
Exchange Act after the Effective Date of the Registration Statement, or the
issue date of any Preliminary Prospectus or the Prospectus, as the case may be,
that is deemed to be incorporated therein by reference. Certain terms used
herein are defined in Section 17 hereof.

        1.      Representations and Warranties.

        (i)     The Company and the Selling Stockholders jointly and severally
represent and warrant to, and agree with, each Underwriter as set forth below in
this Section 1.

                (a)     The Company meets the requirements for use of Form S-3
        under the Act and has prepared and filed with the Commission a
        registration statement (file number 333-49711) originally on Form S-1,
        including a related preliminary prospectus, for the registration under
        the Act of the offering and sale of the Securities. The Company has
        filed one or more amendments thereto, each including a related
        preliminary prospectus, and which amendments, among other things,
        amended such registration statement on Form S-1 to a registration
        statement on Form S-3, each of which has previously been furnished to
        you. The Company will next file with the Commission one of the
        following: either (1) prior to the Effective Date of such registration
        statement, a further amendment to such registration statement (including
        the form of final prospectus) or (2) after the Effective Date of such
        registration statement, a final prospectus in accordance with Rules 430A
        and 424(b). In the case of clause (2), the Company has included in such
        registration statement, as amended at the Effective Date, all
        information (other than Rule 430A Information) required by the Act and
        the rules thereunder to be included in such registration statement and
        the Prospectus. As filed, such amendment and form of final prospectus,
        or such final prospectus, shall contain all Rule 430A Information,
        together with all other such required information, and, except to the
        extent the Representatives shall agree in writing to a modification,
        shall be in all substantive respects in the form furnished to you prior
        to the Execution Time or, to the extent not completed at the Execution
        Time, shall contain only such specific additional information and other
        changes (beyond that contained in the latest Preliminary Prospectus) as
        the Company has advised you, prior to the Execution Time, will be
        included or made therein.

                (b)     On the Effective Date, the Registration Statement did or
        will, and when the Prospectus is first filed (if required) in accordance
        with Rule 424(b) and on the Closing Date (as defined herein) and on any
        date on which Option Securities are purchased, if such date is not the
        Closing Date (a "settlement date"), the Prospectus (and any supplements
        thereto) will, comply in all material respects with the applicable


                                       2
<PAGE>   3
        requirements of the Act and the Exchange Act and the respective rules
        thereunder; on the Effective Date and at the Execution Time, the
        Registration Statement did not or 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 not
        misleading; and, on the Effective Date, the Prospectus, if not filed
        pursuant to Rule 424(b), will not, and on the date of any filing
        pursuant to Rule 424(b) and on the Closing Date and any settlement date,
        the Prospectus (together with any amendment or supplement thereto) will
        not, include any untrue statement of a material fact or omit to state a
        material fact necessary in order to make the statements therein, in the
        light of the circumstances under which they were made, not misleading;
        provided, however, that the Company and the Selling Stockholders make no
        representations or warranties as to the information contained in or
        omitted from the Registration Statement or the Prospectus (or any
        supplement thereto) in reliance upon and in conformity with information
        furnished herein or in writing to the Company by or on behalf of any
        Underwriter through the Representatives specifically for inclusion in
        the Registration Statement or the Prospectus (or any supplement
        thereto).

                (c)     Each of the Company and its subsidiaries has been duly
        incorporated and is validly existing as a corporation in good standing
        under the laws of the jurisdiction in which it is chartered, with full
        power and authority as a corporation to own and lease and to operate its
        properties and to conduct its business as described in the Prospectus
        (exclusive of any amendments or supplements thereto), and is duly
        qualified to do business as a foreign corporation and is in good
        standing under the laws of each jurisdiction where the nature of its
        properties or the conduct of its business requires such qualification,
        except in any case in which the failure to be so qualified or in good
        standing would not, individually or in the aggregate, have a material
        adverse effect on the condition (financial or otherwise), prospects,
        earnings, business or properties of the Company and its subsidiaries,
        taken as a whole.

                (d)     All of the Company's subsidiaries are corporations and a
        true, complete and correct list of all of the Company's subsidiaries and
        Material Subsidiaries (as defined below), together with their respective
        jurisdictions of incorporation or organization, as the case may be, is
        set forth on Exhibit C hereto. Assuming that the sale by the Company of
        substantially all of the assets of Ackerley Airport Advertising, Inc.
        and the acquisition by the Company of substantially all of the assets of
        WOKR (TV) (as such term is defined in Section 17 of this Agreement) had
        occurred (in the case of revenue and net income data) on the first day
        of the periods referred to below in this sentence and that the
        acquisition of substantially all of the assets of WOKR (TV) had occurred
        as of March 31, 1999 (in the case of balance sheet data), the Company
        and the Material Subsidiaries would represent, on a pro forma
        consolidated basis in accordance with generally accepted accounting
        principles (but excluding in such consolidation any subsidiary of a
        Material Subsidiary unless such subsidiary is itself a Material
        Subsidiary), not less than 90.0% of each of the total revenues and net
        income of the Company and its subsidiaries determined on a pro forma
        consolidated basis in accordance with generally accepted accounting
        principles for the year ended December 31, 1998 and not less than 90.0%
        of the total assets, revenues and net income of the Company and its
        subsidiaries determined on a pro forma consolidated basis in accordance
        with generally accepted accounting principles as


                                       3
<PAGE>   4
        of and for the three-month period ended March 31, 1999. All the
        outstanding shares of capital stock of each such subsidiary have been
        duly and validly authorized and issued and are fully paid and
        nonassessable and are owned by the Company, either directly or through
        wholly owned subsidiaries and, except as set forth in the Prospectus,
        free and clear of any perfected security interest or any other security
        interests, claims, liens or encumbrances. As used herein, the term
        "Material Subsidiaries" means those subsidiaries of the Company which
        are designated as "Material Subsidiaries" on Exhibit C hereto.

                (e)     The Company's authorized, issued and outstanding
        capitalization is as set forth in the Prospectus (except for shares of
        Common Stock and shares of the Company's Class B Common Stock, $.01 par
        value (the "Class B Common Stock") issued pursuant to employee and
        director stock option plans or stock purchase agreements referred to in
        the Prospectus, exclusive of any amendments or supplements thereto); the
        capital stock of the Company conforms to the description thereof
        contained in the Prospectus; all of the outstanding shares of Common
        Stock (including, without limitation, the Stockholder Securities) and
        all of the outstanding shares of the Company's Class B Common Stock,
        have been duly and validly authorized and issued and are fully paid and
        nonassessable and were not issued in violation of any preemptive or
        other similar rights (whether provided contractually or pursuant to any
        Organizational Document (as defined below) or arising by operation of
        law or otherwise); the Company Securities have been duly and validly
        authorized, and, when issued and delivered to and paid for by the
        Underwriters pursuant to this Agreement, will be fully paid and
        nonassessable; the certificates for the Securities are in valid and
        sufficient form; the holders of outstanding shares of capital stock of
        the Company are not entitled to preemptive or other similar rights
        (whether provided contractually or pursuant to any Organizational
        Document or arising by operation of law or otherwise) to subscribe for
        the Securities or any other capital stock of the Company; and, except as
        set forth in the Prospectus, no options, warrants or other rights to
        purchase, agreements or other obligations to issue, or rights to convert
        any obligations into or exchange any securities for, shares of capital
        stock of or ownership interests in the Company are outstanding.

                (f)     There is no franchise, contract or other document of a
        character required to be described in the Registration Statement or
        Prospectus, or to be filed as an exhibit thereto, which is not described
        or filed as required; and the statements in the Prospectus under the
        headings "Risk Factors - Restrictions on Ownership and Transfer of
        Common Stock," "Risk Factors - Leverage; Restrictions Under Debt
        Instruments; Covenant Compliance," "Risk Factors--Outdoor Media," "Risk
        Factors--Television and Radio Broadcasting," "Risk Factors--Sports &
        Entertainment," "Risk Factors - Legal Proceedings," "Risk Factors -
        Shares Eligible for Future Sale," "Business - Sports & Entertainment,"
        "Business--Regulation," "Business--Restrictions on Our Operations,"
        "Business--Legal Proceedings" and "Description of Capital Stock" and in
        the Company's Form 10-K for the year ended December 31, 1998 (the "1998
        Form 10K") under the headings "Business--Out-of-Home Media--Outdoor
        Advertising--Regulation," "Business--Television and Radio Broadcasting
        Regulation," "Business--Television Broadcasting--Programming" and
        "Business--Television Broadcasting--Acquisitions and Time Brokerage
        Agreements" and "Legal Proceedings," (except, in the case of any such
        information set forth in the 1998 Form 10-K, to the extent that such


                                       4
<PAGE>   5
        information has been superseded by information in the Prospectus
        (excluding the documents incorporated by reference therein)) fairly
        summarize the matters therein described in all material respects.

                (g)     This Agreement has been duly authorized, executed and
        delivered by the Company and the Selling Stockholders and constitutes a
        valid and binding obligation of the Company and the Selling Stockholders
        enforceable in accordance with its terms.

                (h)     The Company is not and, after giving effect to the
        offering and sale of the Securities and the application of the proceeds
        from the sale of the Securities as described in the Prospectus under the
        heading "Use of Proceeds", will not be an "investment company" as
        defined in the Investment Company Act of 1940, as amended.

                (i)     No consent, approval, resolution, authorization or order
        of, or filing or registration with, any court or governmental agency or
        body or any NBA Person is required in connection with the consummation
        of the transactions contemplated herein by the Company or the Selling
        Stockholders or in connection with the purchase, public offering or sale
        of the Securities by the Underwriters, except (i) such as have been
        obtained under the Act, (ii) such as may be required under the blue sky
        laws of any jurisdiction in connection with the purchase and
        distribution of the Securities by the Underwriters in the manner
        contemplated herein and in the Prospectus and (iii) the NBA Approval (as
        defined below); the only such consent, approval, resolution,
        authorization or order of, or filing or registration with, any NBA
        Person that is so required are the resolutions of the NBA and the other
        NBA Entities approving the offering contemplated hereby (the "NBA
        Approval") (which resolutions have been duly adopted by the NBA and the
        NBA Entities and a true, complete and correct copy of which has been
        delivered to the Representatives); and the only instrument, agreement or
        other document that the Company or the Selling Stockholders or any of
        their respective subsidiaries or affiliates is required to execute or
        deliver to any NBA Person in connection with the transactions
        contemplated hereby is an Agreement and Undertaking (the "Indemnity
        Agreement") by the Company, SSI, Inc., the Selling Stockholders and [ ]
        ; the Indemnity Agreement has been duly authorized, executed and
        delivered by the Company, SSI, Inc., the Selling Stockholders and [ ]
        and is satisfactory to the Commissioner of the NBA, the appropriate
        officers of the NBA Entities and counsel to each of the NBA Entities and
        a true, correct and complete copy of the Indemnity Agreement has been
        delivered to the Representatives; and there are no conditions to the NBA
        Approval other than execution and delivery of the Indemnity Agreement,
        which condition has been satisfied.

                (j)     Neither the execution, delivery or performance by the
        Company or the Selling Stockholders of this Agreement nor the issue and
        sale by the Company of the Securities to be issued and sold by it
        hereunder, nor the sale by the Selling Stockholders of the Securities to
        be sold by them hereunder, nor the consummation of any other of the
        transactions herein contemplated, nor the fulfillment of the terms
        hereof will conflict with, or constitute or result in a breach or
        violation of any of the terms or provisions of, or constitute a default
        (or an event which, with notice or lapse of time or both, would
        constitute a default) under, or give rise to any right to accelerate the
        maturity or require the prepayment of any indebtedness under, or result
        in the creation or imposition of any


                                       5
<PAGE>   6
        lien, charge or encumbrance upon any property or assets of the Company
        or any of its subsidiaries pursuant to, (i) the charter or by-laws of
        the Company or the charter or by-laws or other organizational documents
        of any of its subsidiaries (the documents referred to in this clause (i)
        are herein called, collectively, "Organizational Documents"), (ii) the
        terms of any Subject Document (as defined below) or of any other
        indenture, contract, lease, mortgage, deed of trust, note agreement,
        loan agreement or other agreement, obligation, condition, covenant or
        instrument to which the Company or any of its subsidiaries is a party or
        bound or to which its or their property is subject, (iii) the terms of
        any license or franchise (including the NBA franchise or any
        broadcasting license) granted to or held by the Company or any of its
        subsidiaries or the terms of any broadcasting or similar license granted
        to or held by a third party with respect to a television or radio
        station operated but not owned by the Company or any of its
        subsidiaries, (iv) any statute, law, rule, regulation, judgment, order
        or decree applicable to the Company or any of its subsidiaries of any
        court, regulatory body, administrative agency, governmental body,
        arbitrator or other authority having jurisdiction over the Company or
        any of its subsidiaries or any of its or their properties or (v) any
        provision of the constitution or by-laws of the NBA or any rule or
        regulation of the NBA or any other NBA Person. As used herein, "Subject
        Documents" means the Bank Credit Agreement, the Indenture, and the
        Guarantees (as such terms are defined below) and the other instruments,
        agreements and documents listed as Exhibits 10.1, 10.2, 10.3 and 10.8
        through 10.17, inclusive to the 1998 Form 10-K, in each case including
        all amendments and supplements to such instruments, agreements and other
        documents; and "Subject Document" means any of the Subject Documents.

                (k)     There are no persons with registration or other similar
        rights to have any securities registered by the Company under the Act
        and there are no persons who have rights to the registration of such
        securities under the Registration Statement or to include any such
        securities in the offering made by the Prospectus.

                (l)     The consolidated historical financial statements and
        schedules of the Company and its consolidated subsidiaries and of WOKR
        (TV) included in and incorporated by reference in the Prospectus and the
        Registration Statement present fairly in all material respects the
        financial condition, results of operations and cash flows of the Company
        and its consolidated subsidiaries and of WOKR (TV), respectively, as of
        the dates and for the periods indicated, comply as to form with the
        applicable accounting requirements of the Act and the Exchange Act and
        have been prepared in conformity with generally accepted accounting
        principles ("GAAP") applied on a consistent basis throughout the periods
        involved (except as otherwise noted therein). The financial data set
        forth under the captions "Prospectus Summary--Summary Financial Data"
        and "Selected Consolidated Financial Data" in the Prospectus and
        Registration Statement fairly present, on the basis stated in the
        Prospectus and the Registration Statement, the information included
        therein. The unaudited pro forma financial statements included and
        incorporated by reference in the Prospectus and the Registration
        Statement include assumptions that provide a reasonable basis for
        presenting the significant effects directly attributable to the
        transactions and events described therein, the related pro forma
        adjustments give appropriate effect to those assumptions, and the pro
        forma adjustments reflect the proper application of those adjustments to
        the historical financial statement


                                       6
<PAGE>   7
        amounts in the pro forma financial statements included and incorporated
        by reference in the Prospectus and the Registration Statement. The
        unaudited pro forma financial statements included and incorporated by
        reference in the Prospectus and the Registration Statement comply as to
        form with the applicable accounting requirements of Regulation S-X under
        the Act and the pro forma adjustments have been properly applied to the
        historical amounts in the compilation of those statements.

                (m)     No action, suit or proceeding by or before any court or
        governmental agency, authority or body or any arbitrator involving the
        Company or any of its subsidiaries or its or their property is pending
        or, to the best knowledge of the Company, threatened that, individually
        or in the aggregate, (i) could reasonably be expected to have a material
        adverse effect on the performance of this Agreement or the consummation
        of any of the transactions contemplated hereby or (ii) except as
        disclosed in the Prospectus (exclusive of any amendments or supplements
        thereto), could reasonably be expected to have a material adverse effect
        on the condition (financial or otherwise), prospects, earnings, business
        or properties of the Company and its subsidiaries, taken as a whole,
        whether or not arising from transactions in the ordinary course of
        business.

                (n)     Except as disclosed in the Prospectus (exclusive of any
        amendments or supplements thereto), each of the Company and each of its
        subsidiaries owns or leases all such properties as are necessary to the
        conduct of its operations as presently conducted, except in any case in
        which the failure to own or lease such properties would not, either
        individually or in the aggregate, have a material adverse effect on the
        condition (financial or otherwise), prospects, earnings, business or
        properties of the Company and its subsidiaries, taken as a whole.

                (o)     Neither the Company nor any subsidiary of the Company is
        in violation or default of (i) any provision of its Organizational
        Documents, (ii) the terms of any Subject Document, (iii) terms of any
        other indenture, contract, lease, mortgage, deed of trust, note
        agreement, loan agreement or other agreement, obligation, condition,
        covenant or instrument to which it is a party or bound or to which its
        property is subject, (iv) the terms of any license or franchise
        (including the NBA franchise or any broadcasting license) granted to or
        held by the Company or any of its subsidiaries or the terms of any
        broadcasting license granted to or held by a third party with respect to
        a television or radio station operated but not owned by the Company or
        any of its subsidiaries, or (v) any statute, law, rule, regulation,
        judgment, order or decree of any court, regulatory body, administrative
        agency, governmental body, arbitrator or other authority having
        jurisdiction over the Company or any such subsidiary or any of its
        properties, as applicable, except in the case of clauses (iii), (iv) and
        (v) of this paragraph, for such violations or defaults which either
        individually or in the aggregate, with all other violations or defaults
        would not have a material adverse effect on the condition (financial or
        otherwise), prospects, earnings, business or properties of the Company
        and its subsidiaries, taken as a whole. Without limitation to the
        foregoing, each of the Company and its subsidiaries is in compliance in
        all material respects with all applicable statutes, rules, regulations
        and orders of and licenses granted by the Federal Communications
        Commission (the "FCC"), and the issuance of the Securities by the
        Company and the sale by the Company and the Selling Stockholders of the
        Securities pursuant to this


                                       7
<PAGE>   8
        Agreement do not and will not constitute the transfer, assignment or
        disposition in any manner, voluntarily or involuntarily, directly or
        indirectly, of any license granted the FCC or the transfer of control of
        the Company or any of its subsidiaries within the meaning of Section
        310(d) of the Communications Act of 1934, as amended, and do not and
        will not otherwise contravene or violate any law, rule or regulation
        applicable to the Company or any of its subsidiaries with respect to
        telecommunications or broadcasting.

                (p)     Ernst & Young LLP, who have audited certain financial
        statements of the Company and its consolidated subsidiaries and of WOKR
        (TV) and delivered their reports with respect to the audited
        consolidated financial statements and schedules included in the
        Prospectus, are independent auditors with respect to the Company and
        WOKR (TV) within the meaning of the Act and the Exchange Act and the
        respective applicable published rules and regulations thereunder.

                (q)     Other than any New York State stock transfer taxes
        applicable to the sale of the Stockholder Securities, there are no
        transfer taxes or other similar fees or charges under federal law or the
        laws of any state, or any political subdivision thereof, required to be
        paid in connection with the execution and delivery of this Agreement or
        the issuance by the Company of the Company Securities or the sale by the
        Company or the Selling Stockholders of the Securities.

                (r)     The Company has filed all foreign, federal, state and
        local tax returns that are required to be filed or has requested
        extensions thereof (except in any case in which the failure so to file
        would not, individually or in the aggregate, have a material adverse
        effect on the condition (financial or otherwise), prospects, earnings,
        business or properties of the Company and its subsidiaries, taken as a
        whole), and has paid all taxes required to be paid by it and any other
        assessment, fine or penalty levied against it, to the extent that any of
        the foregoing is due and payable, except for any such assessments, fines
        or penalties that are currently being contested in good faith or as
        would not, individually or in the aggregate, have a material adverse
        effect on the condition (financial or otherwise), prospects, earnings,
        business or properties of the Company and its subsidiaries, taken as a
        whole.

                (s)     No labor problem or dispute with the employees of the
        Company or any of its subsidiaries exists or is threatened or imminent,
        and the Company is not aware of any existing or imminent labor
        disturbance by the employees of any of its or its subsidiaries'
        principal suppliers, contractors or customers, that could have a
        material adverse effect on the condition (financial or otherwise),
        prospects, earnings, business or properties of the Company and its
        subsidiaries, taken as a whole, except as set forth in or contemplated
        in the Prospectus (exclusive of any amendments or supplements thereto).

                (t)     The Company and each of the subsidiaries maintain
        insurance of the types and in the amounts that are reasonable for the
        business operated by them, including, but not limited to, insurance
        covering real and personal property owned and leased by the Company and
        the subsidiaries against theft, damage, destruction, acts of vandalism
        and liability, all of which insurance is in full force and effect; and
        neither the Company nor any such subsidiary has any reason to believe
        that it will not be able to renew its existing


                                       8
<PAGE>   9
        insurance coverage as and when such coverage expires or to obtain
        similar coverage from similar insurers as may be necessary to continue
        its business at a cost that would not, individually or in the aggregate,
        have a material adverse effect on the condition (financial or
        otherwise), prospects, earnings, business or properties of the Company
        and its subsidiaries, taken as a whole.

                (u)     No subsidiary of the Company is currently prohibited,
        directly or indirectly, from paying any dividends or making any advances
        to the Company, from making any other distribution on such subsidiary's
        capital stock, from repaying to the Company any loans or advances to
        such subsidiary from the Company or from transferring any of such
        subsidiary's property or assets to the Company or any other subsidiary
        of the Company, except as disclosed in the Prospectus (exclusive of any
        amendments or supplements thereto) with respect to the pledge of certain
        assets to secure amounts owing under the Bank Credit Agreement and
        except for transfer restrictions arising (i) as a result of other liens
        on assets, which assets are, in the aggregate, not material to the
        Company and its subsidiaries taken as a whole, (ii) under leases
        existing on the date of this Agreement or (iii) under applicable law or
        franchises (such as the NBA franchise) that may require prior approval
        of any transfer.

                (v)     The Company and its subsidiaries possess all licenses,
        franchises, certificates, permits and other authorizations issued by the
        appropriate federal, state or foreign regulatory authorities or granted
        by the NBA or any other NBA Person necessary to conduct their respective
        businesses in the manner described in the Prospectus (exclusive of any
        amendments or supplements thereto) and, in the case of television or
        radio stations operated but not owned by the Company and its
        subsidiaries, the owners of such stations possess all necessary
        broadcasting and similar licenses with respect to such stations, and
        neither the Company nor any such subsidiary has received any notice of
        proceedings relating to the revocation or modification of any such
        license, franchise, certificate, authorization or permit which, singly
        or in the aggregate, if the subject of an unfavorable decision, ruling
        or finding, would have a material adverse effect on the condition
        (financial or otherwise), prospects, earnings, business or properties of
        the Company and its subsidiaries, taken as a whole, whether or not
        arising from transactions in the ordinary course of business.

                (w)     The Company and each of its subsidiaries maintains a
        system of internal accounting controls sufficient to provide reasonable
        assurance that (i) transactions are executed in accordance with
        management's general or specific authorizations; (ii) transactions are
        recorded as necessary to permit preparation of financial statements in
        conformity with generally accepted accounting principles and to maintain
        asset accountability; (iii) access to assets is permitted only in
        accordance with management's general or specific authorization; and (iv)
        the recorded accountability for assets is compared with the existing
        assets at reasonable intervals and appropriate action is taken with
        respect to any differences.

                (x)     Neither the Company nor any of the Selling Stockholders
        has taken, directly or indirectly, any action designed to or which has
        constituted or which might reasonably be expected to cause or result in,
        under the Exchange Act or otherwise,


                                       9
<PAGE>   10
        stabilization or manipulation of the price of any security of the
        Company to facilitate the sale or resale of the Securities. Neither the
        Company nor any of the Selling Stockholders has paid or agreed to pay to
        any person any compensation for soliciting another to purchase any
        securities of the Company (except as contemplated by this Agreement).

                (y)     The Company and its subsidiaries are (i) in compliance
        with any and all applicable foreign, federal, state and local laws and
        regulations relating to the protection of human health and safety, the
        environment or hazardous or toxic substances or wastes, pollutants or
        contaminants ("Environmental Laws"), (ii) have received and are in
        compliance with all permits, licenses or other approvals required of
        them under applicable Environmental Laws to conduct their respective
        businesses and (iii) have not received notice of any actual or potential
        liability for the investigation or remediation of any disposal or
        release of hazardous or toxic substances or wastes, pollutants or
        contaminants, except where such non-compliance with Environmental Laws,
        failure to receive required permits, licenses or other approvals, or
        liability would not, individually or in the aggregate, have a material
        adverse effect on the condition (financial or otherwise), prospects,
        earnings, business or properties of the Company and its subsidiaries,
        taken as a whole, whether or not arising from transactions in the
        ordinary course of business, except as set forth in or contemplated in
        the Prospectus (exclusive of any amendments or supplements thereto).
        Except as set forth in the Prospectus (exclusive of any amendments or
        supplements thereto), neither the Company nor any of the subsidiaries
        has been named as a "potentially responsible party" under the
        Comprehensive Environmental Response, Compensation and Liability Act of
        1980, as amended.

                (z)     Each of the Company and its subsidiaries has fulfilled
        its obligations, if any, under the minimum funding standards of Section
        302 of the United States Employee Retirement Income Security Act of 1974
        ("ERISA") and the regulations and published interpretations thereunder
        with respect to each "plan" (as defined in Section 3(3) of ERISA and
        such regulations and published interpretations) in which employees of
        the Company and its subsidiaries are eligible to participate and each
        such plan is in compliance in all material respects with the presently
        applicable provisions of ERISA and such regulations and published
        interpretations. The Company and its subsidiaries have not incurred any
        unpaid liability to the Pension Benefit Guaranty Corporation (other than
        for the payment of premiums in the ordinary course) or to any such plan
        under Title IV of ERISA.

                (aa)    No person or entity, together with its affiliates, will
        receive from the Company and/or the Selling Stockholders 10% or more of
        the net proceeds from the offering of the Securities except the lending
        banks under the Bank Credit Agreement. No person or entity, together
        with its affiliates, owns 10% or more of the outstanding shares of Class
        B Stock, other than Barry A. Ackerley and Gail A. Ackerley or more than
        10% of the outstanding shares of Common Stock, other than Barry A.
        Ackerley, Gail A. Ackerley and the Gabelli Funds, Inc.

                (bb)    The Company, through a wholly-owned subsidiary, holds
        all right, title and interest in and to the NBA franchise for the
        Seattle Supersonics basketball team.


                                       10
<PAGE>   11
                (cc)    The statistical and market-related data included in the
        Prospectus are based on or derived from independent sources which the
        Company believes to be reliable and accurate or represent the Company's
        good faith estimates that are made on the basis of data derived from
        such sources.

                (dd)    The financial statements of WOKR (TV) included and
        incorporated by reference in the Prospectus and the Registration
        Statement, and the financial information set forth under the columns
        "Historical WOKR" which appear under the caption "Unaudited Pro Forma
        Condensed Consolidated Financial Information" in the Prospectus, (i)
        present fairly in all material respects the financial condition and
        results of operations of WOKR (TV) as of March 31, 1999 and for the year
        and three months ended December 31, 1998 and March 31, 1999,
        respectively, (ii) fairly and accurately reflect all of the assets
        acquired and all of the liabilities assumed by the Company pursuant to
        the Acquisition Agreement (as such term is defined in Section 17 of this
        Agreement) as of the dates specified, (iii) present fairly the financial
        condition and results of operations of WOKR (TV) as of the dates and for
        the periods indicated and (iv) have been prepared in conformity with
        GAAP applied on a consistent basis throughout the periods involved.

        Any certificate signed by any officer of the Company and delivered to
the Representatives or counsel for the Underwriters in connection with the
offering of the Securities shall be deemed a joint and several representation
and warranty by the Company and the Selling Stockholders, as to matters covered
thereby, to each Underwriter.

        (ii)    Each Selling Stockholder represents and warrants to, and agrees
with, each Underwriter that:

                (a)     Such Selling Stockholder is the record and beneficial
        owner of the Securities to be sold by it hereunder free and clear of all
        liens, encumbrances, equities and claims and has duly indorsed such
        Securities in blank, and, assuming that each Underwriter acquires its
        interest in the Securities it has purchased from such Selling
        Stockholder without notice of any adverse claim (within the meaning of
        Section 8-105 of the New York Uniform Commercial Code ("UCC")), each
        Underwriter that has purchased such Securities delivered on the Closing
        Date to the Depository Trust Company or other securities intermediary,
        by making payment therefor as provided herein, and that has had such
        Securities credited to the securities account or accounts of such
        Underwriter maintained with The Depository Trust Company or such other
        securities intermediary, will have acquired a security entitlement
        (within the meaning of Section 8-102(a)(17) of the UCC) to such
        Securities purchased by such Underwriter, and no action based on an
        adverse claim (within the meaning of Section 8-102(a)(1) of the UCC) may
        be asserted against such Underwriter with respect to such Securities.

                (b)     Such Selling Stockholder has not taken, directly or
        indirectly, any action designed to or which has constituted or which
        might reasonably be expected to cause or result, under the Exchange Act
        or otherwise, in stabilization or manipulation of the price of any
        security of the Company to facilitate the sale or resale of the
        Securities.


                                       11
<PAGE>   12
                (c)     Certificates in negotiable form for such Selling
        Stockholder's Securities have been placed in custody, for delivery
        pursuant to the terms of this Agreement, under a Custody Agreement and
        Power of Attorney duly authorized (if applicable), executed and
        delivered by such Selling Stockholder, in the form heretofore furnished
        to you (a "Custody Agreement") with First Union National Bank, N.A., as
        Custodian (the "Custodian"), pursuant to the Custody Agreement, each of
        Denis M. Curley, Christopher H. Ackerley and Keith W. Ritzmann has been
        duly appointed as the attorney-in-fact (each, an "Attorney-in-Fact") of
        such Selling Stockholder; such Custody Agreement constitutes a valid and
        binding agreement of such Selling Stockholder, enforceable against such
        Selling Stockholder in accordance with its terms, except as enforcement
        thereof may be limited by bankruptcy, insolvency, reorganization,
        moratorium or other similar laws relating to or affecting creditors'
        rights generally or by general equitable principles, the Securities
        represented by the certificates so held in custody for each Selling
        Stockholder are subject to the interests hereunder of the Underwriters;
        the arrangements for custody and delivery of such certificates made by
        such Selling Stockholder hereunder and under the Custody Agreement are
        not subject to termination by any acts of such Selling Stockholder or by
        operation of law, whether by the death or incapacity, if applicable, of
        such Selling Stockholder or the occurrence of any other event; if any
        such death or incapacity, if applicable, or any other such event shall
        occur before the delivery of the Securities to be sold by such Selling
        Stockholder hereunder, such certificates for the Securities will be
        delivered by the Custodian in accordance with the terms and conditions
        of this Agreement and the Custody Agreement as if such death, incapacity
        or other event had not occurred, regardless of whether or not the
        Custodian shall have received notice of such death, incapacity or other
        event; and the Custodian is authorized to deliver the Securities to be
        sold by such Selling Stockholder under this Agreement, to accept payment
        therefor from the Underwriters and to execute and deliver a receipt for
        such payment. For purposes of this Agreement, references to its "Custody
        Agreement", when used with respect to any Selling Stockholder, means the
        Custody Agreement which has been executed by such Selling Stockholder.

                (d)     Such Selling Stockholder (if not a natural person) has
        been duly organized and is validly existing and in good standing under
        the laws of the jurisdiction of its organization. Such Selling
        Stockholder has full right, power and authority to execute, deliver and
        perform its obligations under this Agreement and its Custody Agreement,
        and to sell, transfer and delivery the Securities to be sold by such
        Selling Stockholder under this Agreement. Neither the sale of the
        Securities being sold by such Selling Stockholder nor the consummation
        of any other of the transactions herein contemplated by such Selling
        Stockholder nor the fulfillment of the terms hereof by such Selling
        Stockholder nor the execution, delivery or performance by such Selling
        Stockholder of its Custody Agreement will conflict with, result in a
        breach or violation of, or constitute a default under any law or (if
        applicable) the charter or by-laws, partnership agreement, trust
        agreement or other organizational documents of such Selling Stockholder
        or the terms of any indenture or other agreement or instrument to which
        such Selling Stockholder is a party or bound, or any judgment, order or
        decree applicable to such Selling Stockholder of any court, regulatory
        body, administrative agency, governmental body or arbitrator having
        jurisdiction over such Selling Stockholder. Such Selling Stockholder
        does not have any direct or indirect subsidiaries.


                                       12
<PAGE>   13
                (e)     All of the representations and warranties made by the
        other Selling Stockholder in this Section 1(ii) are true, complete and
        correct.

                (f)     Any certificate signed by or on behalf of any Selling
        Stockholder (including any certificate signed on behalf of a Selling
        Stockholder by any Attorney-in-Fact) and delivered to the
        Representatives or counsel for the Underwriters in connection with the
        offering of the Securities shall be deemed a joint and several
        representation and warranty by the Company and the Selling Stockholders,
        as to matters covered thereby, to each Underwriter.

        2.      Purchase and Sale.

                (a)     Subject to the terms and conditions and in reliance upon
        the representations and warranties herein set forth, the Company and the
        Selling Stockholders agree, severally and not jointly, to sell to each
        Underwriter, and each Underwriter agrees, severally and not jointly, to
        purchase from the Company and the Selling Stockholders, at a purchase
        price of $ [ ] per share, the number of the Underwritten Securities set
        forth opposite such Underwriter's name in Schedule I hereto.

                (b)     Subject to the terms and conditions and in reliance upon
        the representations and warranties herein set forth, the Company hereby
        grants an option to the several Underwriters to purchase, severally and
        not jointly, up to [ ] Option Securities at the same purchase price per
        share as the Underwriters shall pay for the Underwritten Securities;
        provided that the purchase price per share for any Option Securities
        shall be reduced by an amount per share equal to any dividends or
        distributions declared by the Company and payable on the Underwritten
        Securities but not payable on the Option Securities. Said option may be
        exercised only to cover over-allotments in the sale of the Underwritten
        Securities by the Underwriters. Said option may be exercised in whole or
        in part at any time (but not more than once) on or before the 30th day
        after the date of the Prospectus upon written, telecopied or telegraphic
        notice by the Representatives to the Company setting forth the number of
        shares of the Option Securities as to which the several Underwriters are
        exercising the option and the settlement date. Delivery of certificates
        for the shares of Option Securities by the Company, and payment therefor
        to the Company, shall be made as provided in Section 3 hereof. The
        number of shares of the Option Securities to be purchased by each
        Underwriter shall be the same percentage of the total number of shares
        of the Option Securities to be purchased by the several Underwriters as
        such Underwriter is purchasing of the Underwritten Securities, subject
        to such adjustments as you in your absolute discretion shall make to
        eliminate any fractional shares.

        3.      Delivery and Payment. Delivery of and payment for the
Underwritten Securities and the Option Securities (if the option provided for in
Section 2(b) hereof shall have been exercised on or before the third Business
Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on
[ ] , 1999, or at such time on such later date not more than three Business Days
after the foregoing date as the Representatives shall designate, which date and
time may be postponed by agreement among the Representatives, the Company and
the Selling Stockholders or as provided in Section 9 hereof (such date and time
of delivery and payment for the Securities being herein called the "Closing
Date"). Delivery of the Securities shall be made to the Representatives for the
respective accounts of the several Underwriters


                                       13
<PAGE>   14
against payment by the several Underwriters through the Representatives of the
purchase price thereof to or upon the order of the Company and the Selling
Stockholders by wire transfer payable in same-day funds to an account specified
by the Company and the Selling Stockholders. The Selling Stockholders agree that
payment for the Securities sold by them may be made to the Custodian on their
behalf. Delivery of the Underwritten Securities and the Option Securities shall
be made through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.

        Each Selling Stockholder will pay all applicable state transfer taxes,
if any, involved in the transfer to the several Underwriters of the Securities
to be purchased by them from such Selling Stockholder and the respective
Underwriters will pay any additional stock transfer taxes involved in further
transfers.

        If the option provided for in Section 2(b) hereof is exercised after the
third Business Day prior to the Closing Date, the Company will deliver the
Option Securities (at the expense of the Company) to the Representatives, at 388
Greenwich Street, New York, New York, on the date specified by the
Representatives (which shall be within three Business Days after exercise of
said option) for the respective accounts of the several Underwriters, against
payment by the several Underwriters through the Representatives of the purchase
price thereof to or upon the order of the Company by wire transfer payable in
same-day funds to an account specified by the Company. If settlement for the
Option Securities occurs after the Closing Date, the Company will deliver to the
Representatives on the settlement date for the Option Securities, and the
obligation of the Underwriters to purchase the Option Securities shall be
conditioned upon receipt of, supplemental opinions, certificates, comfort
letters and other documents confirming as of such date the opinions,
certificates and letters delivered on the Closing Date pursuant to Section 6
hereof, as well as such other certificates and documents as the Representatives
may reasonably request in connection therewith.

        4.      Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set forth
in the Prospectus.

        5.      Agreements.

        (i)     The Company agrees with the several Underwriters that:

                (a)     The Company will use its best efforts to cause the
        Registration Statement, if not effective at the Execution Time, and any
        amendment thereof, to become effective. Prior to the termination of the
        offering of the Securities, the Company will not file any amendment of
        the Registration Statement or supplement to the Prospectus or any Rule
        462(b) Registration Statement unless the Company has furnished you a
        copy for your review prior to filing and will not file any such proposed
        amendment or supplement to which you reasonably object. Subject to the
        foregoing sentence, if the Registration Statement has become or becomes
        effective pursuant to Rule 430A, or filing of the Prospectus is
        otherwise required under Rule 424(b), the Company will cause the
        Prospectus, properly completed, and any supplement thereto to be filed
        with the Commission pursuant to the applicable paragraph of Rule 424(b)
        within the time period prescribed and will provide evidence satisfactory
        to the Representatives of such timely


                                       14
<PAGE>   15
        filing. The Company will promptly advise the Representatives (1) when
        the Registration Statement, if not effective at the Execution Time,
        shall have become effective, (2) when the Prospectus, and any supplement
        thereto, shall have been filed (if required) with the Commission
        pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement
        shall have been filed with the Commission, (3) when, prior to
        termination of the offering of the Securities, any amendment to the
        Registration Statement shall have been filed or become effective, (4) of
        any request by the Commission or its staff for any amendment of the
        Registration Statement, or any Rule 462(b) Registration Statement, or
        for any supplement to the Prospectus or for any additional information,
        (5) of the issuance by the Commission of any stop order suspending the
        effectiveness of the Registration Statement or the institution or
        threatening of any proceeding for that purpose and (6) of the receipt by
        the Company of any notification with respect to the suspension of the
        qualification of the Securities for sale in any jurisdiction or the
        institution or threatening of any proceeding for such purpose. The
        Company will use its best efforts to prevent the issuance of any such
        stop order or the suspension of any such qualification and, if issued,
        to obtain as soon as possible the withdrawal thereof.

                (b)     If, at any time when a prospectus relating to the
        Securities is required to be delivered under the Act, any event occurs
        as a result of which the Prospectus as then supplemented would include
        any untrue statement of a material fact or omit to state any material
        fact necessary to make the statements therein in the light of the
        circumstances under which they were made not misleading, or if it shall
        be necessary to amend the Registration Statement or supplement the
        Prospectus to comply with the Act or the rules thereunder, the Company
        promptly will (1) notify the Representatives of such event, (2) prepare
        and file with the Commission, subject to the second sentence of
        paragraph (i)(a) of this Section 5, an amendment or supplement which
        will correct such statement or omission or effect such compliance and
        (3) supply any supplemented Prospectus to you in such quantities as you
        may reasonably request.

                (c)     As soon as practicable, the Company will make generally
        available to its security holders and to the Representatives an earnings
        statement or statements of the Company and its subsidiaries which will
        satisfy the provisions of Section 11(a) of the Act and Rule 158 under
        the Act.

                (d)     The Company will furnish to the Representatives and
        counsel for the Underwriters, without charge, signed copies of the
        Registration Statement (including exhibits thereto) and to each other
        Underwriter a copy of the Registration Statement (without exhibits
        thereto) and, so long as delivery of a prospectus by an Underwriter or
        dealer may be required by the Act, as many copies of each Preliminary
        Prospectus and the Prospectus and any supplement thereto as the
        Representatives may reasonably request. The Company will pay the
        expenses of printing or other production of all documents relating to
        the offering.

                (e)     The Company will arrange, if necessary, for the
        qualification of the Securities for sale under the laws of such
        jurisdictions as the Representatives may designate, will maintain such
        qualifications in effect so long as required for the distribution of the
        Securities and will pay any fee of the National Association of


                                       15
<PAGE>   16
        Securities Dealers, Inc. in connection with its review of the offering;
        provided that in no event shall the Company be obligated to qualify to
        do business in any jurisdiction where it is not now so qualified or to
        take any action that would subject it to service of process in suits,
        other than those arising out of the offering or sale of the Securities,
        in any jurisdiction where it is not now so subject.

                (f)     The Company will not, without the prior written consent
        of Salomon Smith Barney Inc., for a period of 90 days following the date
        of this Agreement, offer, sell or contract to sell, or otherwise dispose
        of (or enter into any transaction which is designed to, or might
        reasonably be expected to, result in the disposition (whether by actual
        disposition or effective economic disposition due to cash settlement or
        otherwise) by the Company or any affiliate of the Company or any person
        in privity with the Company or any affiliate of the Company), directly
        or indirectly, including the filing (or participation in the filing) of
        a registration statement with the Commission in respect of, or establish
        or increase a put equivalent position or liquidate or decrease a call
        equivalent position within the meaning of Section 16 of the Exchange Act
        with respect to, any shares of Common Stock or any shares of Class B
        Stock or any securities convertible into, or exchangeable or exercisable
        for, shares of Common Stock or Class B Stock or publicly announce an
        intention to effect any such transaction; provided, however, that the
        Company may issue and sell Common Stock pursuant to any director or
        employee stock option or stock ownership plan or dividend reinvestment
        plan of the Company in effect at the Execution Time and the Company may
        issue Common Stock issuable upon the conversion of securities or the
        exercise of warrants outstanding at the Execution Time and may issue
        shares of Common Stock to the Underwriters pursuant to this Agreement.

                (g)     The Company will not take, directly or indirectly, any
        action designed to or which has constituted or which might reasonably be
        expected to cause or result, under the Exchange Act or otherwise, in
        stabilization or manipulation of the price of any security of the
        Company to facilitate the sale or resale of the Securities.

                (h)     The Company agrees to pay the costs and expenses
        relating to the following matters: (i) the preparation, printing or
        reproduction and filing with the Commission of the Registration
        Statement (including financial statements and exhibits thereto), each
        Preliminary Prospectus, the Prospectus, and each amendment or supplement
        to any of them; (ii) the printing (or reproduction) and delivery
        (including postage, air freight charges and charges for counting and
        packaging) of such copies of the Registration Statement, each
        Preliminary Prospectus, the Prospectus, and all amendments or
        supplements to any of them, as may, in each case, be reasonably
        requested for use in connection with the offering and sale of the
        Securities; (iii) the preparation, printing, authentication, issuance
        and delivery of certificates for the Securities, including any stamp or
        transfer taxes in connection with the original issuance and sale of the
        Securities; (iv) the printing (or reproduction) and delivery of this
        Agreement, any blue sky memorandum and all other agreements or documents
        printed (or reproduced) and delivered in connection with the offering of
        the Securities; (v) the registration of the Securities under the
        Exchange Act and the listing of the Securities on the New York Stock
        Exchange; (vi) any registration or qualification of the Securities for
        offer and sale under the securities or blue sky laws of the several
        states (including filing fees and the


                                       16
<PAGE>   17
        reasonable fees and expenses of counsel for the Underwriters relating to
        such registration and qualification); (vii) any filings required to be
        made with the National Association of Securities Dealers, Inc.
        (including filing fees and the reasonable fees and expenses of counsel
        for the Underwriters relating to such filings); (viii) the
        transportation and other expenses incurred by or on behalf of Company
        representatives in connection with presentations to prospective
        purchasers of the Securities; (ix) the fees and expenses of the
        Company's accountants and the fees and expenses of counsel (including
        local and special counsel) for the Company and the Selling Stockholders;
        and (x) all other costs and expenses incident to the performance by the
        Company and the Selling Stockholders of their obligations hereunder.

        (ii)    Each Selling Stockholder agrees with the several Underwriters
                that:

                (a)     Such Selling Stockholder will not, without the prior
        written consent of Salomon Smith Barney, offer, sell, contract to sell,
        pledge or otherwise dispose of (or enter into any transaction which is
        designed to, or might reasonably be expected to, result in the
        disposition (whether by actual disposition or effective economic
        disposition due to cash settlement or otherwise) by such Selling
        Stockholder or any affiliate of such Selling Stockholder or any person
        in privity with such Selling Stockholder or any affiliate of such
        Selling Stockholder) directly or indirectly, or file (or participate in
        the filing of) a registration statement with the Commission in respect
        of, or establish or increase a put equivalent position or liquidate or
        decrease a call equivalent position within the meaning of Section 16 of
        the Exchange Act with respect to, any shares of Common Stock, Class B
        Common Stock or other capital stock of the Company, or any securities
        convertible into or exercisable or exchangeable for shares of Common
        Stock, Class B Common Stock or other capital stock of the Company, or
        publicly announce an intention to effect any such transaction, for a
        period of 90 days after the date of this Agreement, other than shares of
        Common Stock disposed of as bona fide gifts approved in advance in
        writing by Salomon Smith Barney and other than shares of Common Stock
        sold to the Underwriters pursuant to this Agreement.

                (b)     Such Selling Stockholder will not take any action
        designed to or which has constituted or which might reasonably be
        expected to cause or result, under the Exchange Act or otherwise, in
        stabilization or manipulation of the price of any security of the
        Company to facilitate the sale or resale of the Securities.

                (c)     Such Selling Stockholder will advise you promptly, and
        if requested by you, will confirm such advice in writing, so long as
        delivery of a prospectus relating to the Securities by an underwriter or
        dealer may be required under the Act, of (i) any material change in the
        Company's condition (financial or otherwise), prospects, earnings,
        business or properties, (ii) any change in information in the
        Registration Statement or the Prospectus relating to such Selling
        Stockholder or (iii) any new material information relating to the
        Company or relating to any matter stated in the Prospectus which comes
        to the attention of such Selling Stockholder.

        6.      Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Underwritten Securities and the
Option Securities, as the case may


                                       17
<PAGE>   18
be, shall be subject to the accuracy of the representations and warranties on
the part of the Company and the Selling Stockholders contained herein as of the
Execution Time, the Closing Date and any settlement date pursuant to Section 3
hereof, to the accuracy of the statements of the Company and the Selling
Stockholders made in any certificates pursuant to the provisions hereof, to the
performance by the Company and the Selling Stockholders of their respective
obligations hereunder and to the following additional conditions:

                (a)     If the Registration Statement has not become effective
        prior to the Execution Time, unless the Representatives agree in writing
        to a later time, the Registration Statement will become effective not
        later than (i) 6:00 PM New York City time on the date of determination
        of the public offering price, if such determination occurred at or prior
        to 3:00 PM New York City time on such date or (ii) 9:30 AM on the
        Business Day following the day on which the public offering price was
        determined, if such determination occurred after 3:00 PM New York City
        time on such date; if filing of the Prospectus, or any supplement
        thereto, is required pursuant to Rule 424(b), the Prospectus, and any
        such supplement, will be filed in the manner and within the time period
        required by Rule 424(b); and no stop order suspending the effectiveness
        of the Registration Statement shall have been issued and no proceedings
        for that purpose shall have been instituted or threatened.

                (b)     The Company shall have furnished to the Representatives
        the opinion of Graham & Dunn PC, counsel for the Company, dated the
        Closing Date and addressed to the Representatives, to the effect that:

                        (i)     each of the Company and the Material
                Subsidiaries has been duly incorporated and is validly existing
                as a corporation in good standing under the laws of the
                jurisdiction in which it is chartered, with full power and
                authority as a corporation to own and lease and to operate its
                properties and conduct its business as described in the
                Prospectus, and is duly qualified to do business as a foreign
                corporation and is in good standing under the laws of each
                jurisdiction which requires such qualification wherein it owns
                or leases material properties or conducts material business,
                except where the failure to be so qualified or in good standing
                would not, individually or in the aggregate, have a material
                adverse effect on the condition (financial or otherwise),
                prospects, earnings, business or properties of the Company and
                its subsidiaries, taken as a whole; and without limitation to
                the foregoing, the Company is duly qualified to do business as a
                foreign corporation and is in good standing under the laws of
                the State of Washington;

                        (ii)    all the outstanding shares of capital stock of
                each Material Subsidiary have been duly and validly authorized
                and issued and are fully paid and nonassessable; and all
                outstanding shares of capital stock of the Material Subsidiaries
                are owned of record by the Company or by one or more of its
                wholly owned subsidiaries, free and clear, except as set forth
                in the Prospectus, of any perfected security interests and, to
                the knowledge of such counsel, any other security interests,
                claims, liens or encumbrances;


                                       18
<PAGE>   19
                        (iii)   the authorized, issued and outstanding
                capitalization of the Company is as set forth in the Prospectus
                under the caption "Capitalization" (except for shares of capital
                stock issued pursuant to employee or director plans and certain
                stock purchase agreements referred to in the Prospectus); the
                capital stock of the Company conforms in all material respects
                to the description thereof contained in the Prospectus; all of
                the outstanding shares of Common Stock (including the
                Stockholder Securities) and Class B Stock have been duly
                authorized and validly issued, are fully paid and nonassessable,
                and none of such shares was issued in violation of any
                preemptive or other rights to subscribe for such shares arising
                under the charter or by-laws of the Company or the General
                Corporation Law of the State of Delaware or, to the knowledge of
                such counsel, otherwise; the Company Securities have been duly
                authorized, and, when issued and delivered to and paid for by
                the Underwriters pursuant to this Agreement, will be validly
                issued, fully paid and nonassessable; the certificates for the
                Securities are in valid and sufficient form; and the holders of
                outstanding shares of capital stock of the Company are not
                entitled to preemptive or other rights to subscribe for the
                Securities; and, except as set forth in the Prospectus, to the
                knowledge of such counsel no options, warrants or other rights
                to purchase, agreements or other obligations to issue, or rights
                to convert any obligations into or exchange any securities for,
                shares of capital stock of or ownership interests in the Company
                are outstanding;

                        (iv)    to the knowledge of such counsel, there is no
                pending or threatened action, suit or proceeding by or before
                any court or governmental agency, authority or body or any
                arbitrator involving the Company or any of its subsidiaries or
                its or their property of a character required to be disclosed in
                the Registration Statement which is not adequately disclosed in
                the Prospectus, and to the knowledge of such counsel there is no
                franchise, contract or other document of a character required to
                be described in the Registration Statement or Prospectus, or to
                be filed as an exhibit thereto, which is not described or filed
                as required; and the information in the Prospectus under the
                captions "Risk Factors--Leverage; Restrictions Under Debt
                Instruments; Covenant Compliance," "Risk Factors - Shares
                Eligible for Future Sale," "Business--Restrictions on Our
                Operations," and "Description of Capital Stock," to the extent
                that it constitutes matters of law, summaries of legal matters,
                summaries of the Company's charter or by-laws or other
                instruments, agreements or documents, summaries of legal
                proceedings, or legal conclusions, fairly summarizes the matters
                therein described in all material respects;

                        (v)     the Registration Statement has become effective
                under the Act; any required filing of the Prospectus, and any
                supplements thereto, pursuant to Rule 424(b) has been made in
                the manner and within the time period required by Rule 424(b);
                to the knowledge of such counsel, no stop order suspending the
                effectiveness of the Registration Statement has been issued, no
                proceedings for that purpose have been instituted or threatened
                and the Registration Statement and the Prospectus, including the
                documents incorporated or deemed to be incorporated by reference
                therein (in each case other than the financial statements


                                       19
<PAGE>   20
                and other financial information contained therein, as to which
                such counsel need express no opinion), comply as to form in all
                material respects with the applicable requirements of the Act
                and the Exchange Act and the respective rules thereunder; and
                such counsel shall additionally state that it has no reason to
                believe that on the Effective Date or at the Execution Time the
                Registration Statement contained any untrue statement of a
                material fact or omitted to state a material fact required to be
                stated therein or necessary to make the statements therein not
                misleading or that the Prospectus as of its date and on the date
                of such opinion included or includes any untrue statement of a
                material fact or omitted or omits to state a material fact
                necessary in order to make the statements therein, in the light
                of the circumstances under which they were made, not misleading
                (in each case other than the financial statements and other
                financial information contained therein, as to which such
                counsel need express no opinion);

                        (vi)    this Agreement has been duly authorized,
                executed and delivered by the Company;

                        (vii)   the Company is not and, after giving effect to
                the offering and sale of the Securities and the application of
                the proceeds from the sale of Securities as described in the
                Prospectus under "Use of Proceeds", will not be an "investment
                company" as defined in the Investment Company Act of 1940, as
                amended;

                        (viii)  no consent, approval, authorization or order of,
                or registration or filing with, any court or governmental agency
                or body is required for the execution, delivery or performance
                by the Company of this Agreement or for the consummation of any
                of the transactions contemplated hereby (including, without
                limitation, the issuance and sale of the Securities hereunder),
                except such as have been obtained under the Act and such as may
                be required under the blue sky laws of any jurisdiction in
                connection with the purchase and distribution of the Securities
                by the Underwriters in the manner contemplated in this Agreement
                and in the Prospectus and such other approvals (specified in
                such opinion) as have been obtained;

                        (ix)    The execution, delivery and performance by the
                Company of this Agreement and the consummation by the Company of
                the transactions contemplated hereby (including, without
                limitation, the issuance of the Securities to be sold by the
                Company hereunder, and the sale of the Securities to be sold
                hereunder) and the compliance by the Company with the terms
                hereof do not and will not conflict with, or constitute or
                result in a breach or violation of any of the terms or
                provisions of, or constitute a default (or an event which, with
                notice or lapse of time or both, would constitute a default)
                under, or give rise to any right to accelerate the maturity or
                require the prepayment of any indebtedness under, or result in
                the creation or imposition of any lien, charge or encumbrance
                upon any property or assets of the Company or any of its
                subsidiaries pursuant to (i) the Organizational Documents of the
                Company or any of its subsidiaries, (ii) the Bank Credit
                Agreement, the Indenture or the Guarantees (as such terms are
                defined below); (iii) the terms of any Subject Document (other
                than the Bank


                                       20
<PAGE>   21
                Credit Agreement, the Indenture and the Guarantees, which are
                covered in clause (ii) of this sentence), (iv) the terms of any
                other indenture, contract, lease, mortgage, deed of trust, note
                agreement, loan agreement or other agreement, obligation,
                condition, covenant or instrument known to such counsel to which
                the Company or any of its subsidiaries is a party or bound or to
                which its or their property is subject (other than those related
                to the NBA or to any NBA Person as to which such counsel need
                express no opinion), (v) the terms of any license or franchise
                (other than the NBA franchise or any broadcast license, as to
                which such counsel need express no opinion) known to such
                counsel granted to or held by the Company or any of its
                subsidiaries, or (vi) any statute, law, rule, regulation,
                judgment, order or decree applicable to the Company or any of
                its subsidiaries of any court, regulatory body, administrative
                agency, governmental body, arbitrator or other authority having
                jurisdiction over the Company or any of its subsidiaries or any
                of its or their properties except, solely in the case of clauses
                (iii), (iv), (v) and (vi) above, for such violations and
                defaults as would not, either individually or in the aggregate,
                with all other violations and defaults referred to in clauses
                (iii), (iv), (v) and (vi) (if any), have a material adverse
                effect on the condition (financial or otherwise), prospects,
                earnings, business or properties of the Company and its
                subsidiaries, taken as a whole, whether or not arising from
                transactions in the ordinary course of business. As used in this
                Agreement, the term "Bank Credit Agreement" means, collectively,
                the Credit Agreement dated January 22, 1999, by and among the
                Company, First Union National Bank, Fleet Bank, N.A., and the
                other parties thereto, and all amendments, security agreements,
                notes, pledge agreements, consents, waiver and other agreements
                executed by the Company or any of its subsidiaries pursuant
                thereto; the term "Indenture" means the Indenture dated as of
                December 14, 1998 among the Company, the Guarantors named
                therein and the Bank of New York, as Trustee, and all
                supplements thereto and all securities issued and outstanding
                thereunder; and the term "Guarantees" means, collectively, all
                guarantees or similar agreements issued or entered into by any
                subsidiaries of the Company pursuant to or in connection with
                the Bank Credit Agreement or the Indenture;

                        (x)     To the knowledge of such counsel, there are no
                persons with registration rights or similar rights to have any
                securities registered by the Company under the Act and there are
                no persons who have rights to the registration of such
                securities under the Registration Statement or to include any
                such securities in the offering made by the Prospectus; and

                        (xi)    The Company has all requisite power and
                authority to execute, deliver and perform its obligations under
                this Agreement, including without limitation, to issue and sell
                the Company Securities as contemplated by this Agreement.

                In rendering such opinion, such counsel shall state that such
        opinion covers matters involving the application of the laws of the
        State of Washington, the General Corporation Law of the State of
        Delaware and the federal laws of the United States (except that such
        counsel may state that the opinions set forth in subparagraphs (viii)
        and


                                       21
<PAGE>   22
        (ix) above exclude matters related to federal communications laws or FCC
        matters), and such counsel may rely (A) as to matters involving the
        application of laws of any jurisdiction other than the State of
        Washington, the General Corporation Law of the State of Delaware or the
        federal laws of the United States, to the extent they deem proper and
        specified in such opinion, upon the opinion of other counsel of good
        standing whom they believe to be reliable and who are satisfactory to
        counsel for the Underwriters (provided that (x) counsel to the Company
        shall state that they believe that they and the Representatives and
        Underwriters are justified in relying upon each such opinion of local
        counsel and (y) the opinion of each such local counsel shall be dated
        the same date as such opinion of counsel to the Company, shall expressly
        state that counsel to the Company may rely on such opinion in rendering
        their opinion pursuant to this Agreement, that the Representatives and
        the Underwriters may rely on such opinion as if such opinion were
        addressed to them and that such opinion is being rendered to the
        Underwriters at the request of the Company, and shall be delivered to
        the Representatives on the Closing Date) and (B) as to matters of fact,
        to the extent they deem proper, on certificates of responsible officers
        of the Company and public officials. Such opinion shall state that, to
        the extent that such opinion relates to this Agreement, such counsel has
        assumed that the laws of the State of New York are identical to the laws
        of the State of Washington and that, to the extent that such opinion
        otherwise relates to the laws of any jurisdiction (other than the State
        of Washington, the General Corporation Law of the State of Delaware and
        the federal laws of the United States), such counsel has assumed that
        such laws are in all relevant respects identical to the laws of the
        State of Washington. References to the Prospectus in this paragraph (b)
        include any supplements thereto at the date of such opinion. The opinion
        of such counsel shall be rendered to the Underwriters at the request of
        the Company and shall so state therein.

                (c)     The Company shall have furnished to the Representatives
        the opinion of Eric M. Rubin, General Counsel of the Company, dated the
        Closing Date and addressed to the Representatives, to the effect that:

                        (i)     to the knowledge of such counsel, there is no
                pending or threatened action, suit or proceeding by or before
                any court or governmental agency, authority or body or any
                arbitrator involving the Company or any of its subsidiaries or
                its or their property of a character required be disclosed in
                the Registration Statement which is not adequately disclosed in
                the Prospectus, and there is no franchise, contract or other
                document of a character required to be described in the
                Registration Statement or Prospectus, or to be filed as an
                exhibit thereto, which is not described or filed as required;

                        (ii)    the information in the Prospectus under the
                captions "Risk Factors - Restrictions on Ownership and Transfer
                of Our Common Stock" (other than matters relating to federal
                communications laws), "Risk Factors--Outdoor Media," "Risk
                Factors--Sports & Entertainment," "Risk Factors - Legal
                Proceedings," "Business - Regulation - Outdoor Media," and
                "Business - Legal Proceedings" and in the 1998 Form 10-K under
                the captions "Business - Out-of-Home Media - Outdoor Advertising
                - Regulation" and "Legal Proceedings" fairly summarizes the
                matters therein described in all material respects, except, in
                the


                                       22
<PAGE>   23
                case of any such information set forth in the 1998 Form 10-K, to
                the extent that such information has been superseded by
                information in the Prospectus (excluding the documents
                incorporated by reference therein);

                        (iii)   other than (x) the NBA Approval which has been
                obtained by the Company and delivered to the Representatives and
                is in full force and effect and (y) the Indemnity Agreement, no
                consent, approval, resolution, authorization or order of, or
                filing or registration with, the NBA or any other NBA Person is
                required in connection with the transactions contemplated by
                this Agreement, and all conditions in the NBA Approval have been
                satisfied; and the only instrument, agreement or other document
                that the Company or the Selling Stockholders or any of their
                respective subsidiaries or affiliates is required to execute or
                deliver to any NBA Person in connection with the transactions
                contemplated by this Agreement is the Indemnity Agreement; the
                Indemnity Agreement has been duly authorized, executed and
                delivered by the Company, SSI, Inc., the Selling Stockholders
                and such counsel has been advised by the NBA that the Indemnity
                Agreement is satisfactory to the Commissioner of the NBA, the
                appropriate officers of the NBA Entities and counsel to each of
                the NBA Entities; and there are no conditions to the NBA
                Approval other than the execution and delivery of the Indemnity
                Agreement, which condition has been satisfied.

                        (iv)    (A) the execution, delivery and performance by
                the Company of this Agreement and the consummation by the
                Company of the transactions contemplated hereby (including,
                without limitation, the issuance and sale of the Securities by
                the Company pursuant to this Agreement and the sale of the
                Securities by the Selling Stockholders pursuant to this
                Agreement), (B) compliance by the Company with the terms hereof
                and (C) the purchase, public offering and sale of the Securities
                by the Underwriters pursuant to this Agreement, do not and will
                not conflict with, or result in a breach or violation of, or
                imposition of any lien, charge or encumbrance upon any property
                or assets of the Company or its subsidiaries pursuant to any
                provision of, the constitution or by-laws of the NBA or any rule
                or regulation of the NBA or any other NBA Person or the
                Company's NBA franchise for the Seattle SuperSonics, except
                (solely in the case of clauses (A) and (B) of this paragraph)
                for such conflicts, breaches, violations or liens which would
                not, either individually or in the aggregate, with all other
                such conflicts, breaches, violations and liens, have a material
                adverse effect on the condition (financial or otherwise),
                prospects, earnings, business or properties of the Company and
                its subsidiaries, taken as a whole; and

                        (v)     the Company and its subsidiaries possess all
                licenses, franchises, certificates, permits and other
                authorizations issued or granted by the NBA or any other NBA
                Person necessary to conduct the business of owning and operating
                the Seattle SuperSonics in the manner described in the
                Prospectus, and neither the Company nor any such subsidiary has
                received any notice of proceedings relating to the revocation or
                modification of any such license, franchise, certificate,
                authorization or permit which, singly or in the aggregate, if
                the subject of an


                                       23
<PAGE>   24
                unfavorable decision, ruling or finding, would have a material
                adverse effect on the condition (financial or otherwise),
                prospects, earnings, business or properties of the Company and
                its subsidiaries, taken as a whole, whether or not arising from
                transactions in the ordinary course of business.

                In addition, such counsel shall state that such counsel has
        participated in conferences with representatives of the Underwriters,
        officers and other representatives of the Company and representatives of
        the independent certified accountants of the Company, at which
        conferences the contents of the Prospectus and the Registration
        Statement (including the documents incorporated or deemed to be
        incorporated by reference therein) and the business and affairs of the
        Company and its subsidiaries were discussed, and although such counsel
        has not independently verified and does not pass upon or assume any
        responsibility for the accuracy, completeness or fairness of the
        statements contained in the Prospectus and the Registration Statement
        (except to set forth in subparagraphs (i) and (ii) above), on the basis
        of the foregoing, no facts have come to the attention of such counsel
        which lead such counsel to believe that the Registration Statement, on
        the Effective Date or at the Execution Time, 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 not misleading or that the Prospectus, as of its date
        or on the date of such opinion, included or includes an untrue statement
        of a material fact or omitted or omits to state a material fact
        necessary to make the statements therein, in the light of the
        circumstances under which they were made, not misleading (it being
        understood that such counsel need not express any comment with respect
        to the financial statements, including the notes thereto and supporting
        schedules, or any other financial data included in the Prospectus and
        the Registration Statement).

                In rendering such opinion, such counsel may state that he
        expresses no opinion as to matters governed by laws of any other
        jurisdictions other than the District of Columbia, the General
        Corporation Law of the State of Delaware and the federal laws of the
        United States, and such counsel shall state that, to the extent that
        such opinion relates to laws of other jurisdictions, such counsel has
        assumed that such laws are in all relevant respects identical to the
        laws of the District of Columbia. In rendering such opinion, such
        counsel may rely as to matters of fact, to the extent he deems proper,
        on certificates of responsible officers of the Company and public
        officials. References to the Prospectus in this paragraph (c) include
        any supplements thereto at the date of such opinion. The opinion of such
        counsel shall be rendered to the Underwriters at the request of the
        Company and shall so state therein.

                (d)     The Company shall have furnished to the Representatives
        the opinion of Rubin, Winston, Diercks, Harris & Cooke, L.L.P., counsel
        for the Company, dated the Closing Date and addressed to the
        Representatives, to the effect that:

                        (i)     the information in the Prospectus under the
                captions "Risk Factors - Restrictions on Ownership and Transfer
                of our Common Stock (solely insofar as relates to the Federal
                Communications Law (as defined below) and the Company's charter
                and by-laws), "Risk Factors--Television and Radio Broadcasting,"
                "Business - Regulation - Television and Radio Broadcasting,"


                                       24
<PAGE>   25
                "Description of Capital Stock - Common Stock and Class B Common
                Stock - Restrictions on Ownership and Transfer of Common Stock
                and Class B Common Stock" and in the 1998 Form 10-K under the
                captions "Business--Television and Radio--Broadcasting
                Regulation," "Business--Television Broadcasting--Programming,"
                and "Business--Television Broadcasting--Acquisitions and Time
                Brokerage Agreements" fairly summarizes the matters described
                therein in all material respects, except, in the case of any
                such information set forth in the 1998 Form 10-K, to the extent
                that such information has been superseded by information in the
                Prospectus (excluding the documents incorporated by reference
                therein);

                        (ii)    to the knowledge of such counsel, each of the
                Company and its subsidiaries is in compliance with all Federal
                Communications Law (as defined below) and the FCC Licenses (as
                defined below) granted to or held by the Company or any of its
                subsidiaries, except where such noncompliance would not, either
                individually or in the aggregate, have a material adverse effect
                on the condition (financial or otherwise), prospects, earnings,
                business or properties of the Company and its subsidiaries,
                taken as a whole. As used herein, the term "FCC Licenses" means
                any licenses, permits and other authorizations issued by the
                FCC. As used herein, the term "Federal Communications Law" means
                the Communications Act of 1934, as amended, and the rules and
                regulations of the Federal Communications Commission. The
                Federal Communications Laws are the only federal laws, rules or
                regulations relating to radio broadcasting or television
                broadcasting which are applicable to the Company's radio and
                television broadcasting operations;

                        (iii)   the issuance and sale of the Company Securities
                and the sale of the Stockholders Securities pursuant to this
                Agreement, do not constitute (i) the transfer, assignment or
                disposition in any manner, voluntarily or involuntarily,
                directly or indirectly, of any FCC License granted to or held by
                the Company or any of its subsidiaries or of any FCC License
                granted to or held by a third party with respect to a television
                or radio station operated but not owned by the Company or any of
                its subsidiaries or (ii) the transfer of control of the Company
                or any of its subsidiaries within the meaning of Section 310(d)
                of the Communications Act of 1934, as amended;

                        (iv)    no consent, approval, authorization or order of,
                or registration or filing with, the FCC or under Federal
                Communications Law is required for the execution, delivery or
                performance by the Company and the Selling Stockholders of this
                Agreement or for the consummation of any of the transactions
                contemplated hereby (including, without limitation, the issuance
                and sale of the Company Securities and the sale of the
                Stockholders Securities pursuant to this Agreement);

                        (v)     the execution, delivery and performance by the
                Company and the Selling Stockholders of this Agreement and the
                consummation of the transactions contemplated hereby (including,
                without limitation, the issuance and sale of the


                                       25
<PAGE>   26
                Company Securities and the sale of the Stockholders Securities
                pursuant to this Agreement) and compliance by the Company and
                the Selling Stockholders with the terms hereof, do not and will
                not conflict with, or result in a breach or violation of, (i)
                any FCC License granted to or held by the Company or any of its
                subsidiaries or any FCC License granted to or held by a third
                party with respect to a television or radio station operated but
                not owned by the Company or any of its subsidiaries, or (ii) any
                Federal Communications Law or (iii) any order or ruling of the
                FCC to which the Company or any of its subsidiaries is subject
                or any order, judgment or decree of any court with respect to
                any Federal Communications Law, except for such conflicts,
                breaches or violations which would not, either individually or
                in the aggregate, have a material adverse effect on the
                condition (financial or otherwise), prospects, earnings,
                business or properties of the Company and its subsidiaries,
                taken as a whole; and

                        (vi)    the Company and its subsidiaries possess all FCC
                Licenses necessary to conduct their respective radio and
                television broadcasting businesses in the manner described in
                the Prospectus and, in the case of television or radio stations
                operated but not owned by the Company and its subsidiaries, the
                owners of such stations possess all necessary FCC Licenses with
                respect to such stations, and, to the knowledge of such counsel,
                neither the Company nor any such subsidiary has received any
                notice of proceedings relating to the revocation or modification
                of any such FCC License, which, singly or in the aggregate, if
                the subject of an unfavorable decision, ruling or finding, would
                have a material adverse effect on the condition (financial or
                otherwise), prospects, earnings, business or properties of the
                Company and its subsidiaries, taken as a whole.

                In rendering such opinion, such counsel may state that such
        counsel expresses no opinion as to matters governed by laws of any other
        jurisdiction other than the laws of the District of Columbia and the
        Federal Communications Laws, and such counsel shall state that, to the
        extent that such opinion relates to laws of other jurisdictions, such
        counsel has assumed that such laws are in all relevant respects
        identical to the laws of the District of Columbia. In rendering such
        opinion, such counsel may rely as to matters of fact, to the extent they
        deem proper, on certificates of responsible officers of the Company and
        public officials. References to the Prospectus in this paragraph (d)
        include any supplements thereto at the date of such opinion. The opinion
        of such counsel shall be rendered to the Underwriters at the request of
        the Company and shall so state therein.

                (e)     The Selling Stockholders shall have furnished to the
        Representatives the opinion of Graham & Dunn PC, counsel for the Selling
        Stockholders, dated the Closing Date and addressed to the
        Representatives, to the effect that:

                        (i)     The Ginger and Barry Ackerley Foundation (the
                "Foundation") has been duly organized and is validly existing
                and in good standing under the laws of the State of Washington;
                each of the Selling Stockholders has full right, power and
                authority to execute, deliver and perform its obligations under
                this Agreement and its Custody Agreement and to sell, transfer
                and deliver the Securities to be sold by such Selling
                Stockholder under this Agreement.


                                       26
<PAGE>   27
                        (ii)    this Agreement and a Custody Agreement have been
                duly authorized by the Foundation; this Agreement and a Custody
                Agreement have been duly executed and delivered by each of the
                Selling Stockholders; each Custody Agreement is valid and
                binding on the Selling Stockholder party thereto; and each
                Selling Stockholder has full legal right and authority to sell,
                transfer and deliver, in the manner provided in this Agreement
                and the Custody Agreement to which it is a party, the Securities
                being sold by such Selling Stockholder hereunder;

                        (iii)   assuming that each Underwriter acquires its
                interest in the Securities it has purchased from the Selling
                Stockholders without notice of any adverse claim (within the
                meaning of Section 8-105 of the UCC), each Underwriter that has
                purchased such Securities delivered on the Closing Date to The
                Depository Trust Company or other securities intermediary by
                making payment therefor as provided herein, and that has had
                such Securities credited to the securities account or accounts
                of such Underwriter maintained with The Depository Trust Company
                or such securities intermediary, will have acquired a security
                entitlement (within the meaning of Section 8-102(a)(17) of the
                UCC) to such Securities purchased by such Underwriter, and no
                action based on an adverse claim (within the meaning of Section
                8-102(a)(1) of the UCC) may be asserted against such Underwriter
                with respect to such Securities.

                        (iv)    no consent, approval, authorization or order of
                any court or governmental agency or body is required for the
                consummation by any Selling Stockholder of the transactions
                contemplated herein, except such as may have been obtained under
                the Act and such as may be required under the blue sky laws of
                any jurisdiction in connection with the purchase and
                distribution of the Securities by the Underwriters;

                        (v)     neither the sale of the Securities being sold by
                any Selling Stockholder nor the consummation of any other of the
                transactions herein contemplated by any Selling Stockholder or
                the fulfillment of the terms hereof by any Selling Stockholder
                will conflict with, result in a breach or violation of, or
                constitute a default under any law or the charter or by-laws,
                partnership agreements, trust agreement or other organizational
                documents (if applicable) of any Selling Stockholder or the
                terms of any indenture or other agreement or instrument known to
                such counsel and to which any Selling Stockholder is a party or
                bound, or any judgment, order or decree known to such counsel to
                be applicable to any Selling Stockholder of any court,
                regulatory body, administrative agency, governmental body or
                arbitrator having jurisdiction over any Selling Stockholder; and

                        (vi)    the Indemnity Agreement has been duly authorized
                by the Foundation and has been duly executed and delivered by
                the Selling Stockholders.

                In rendering such opinion, such counsel shall state that such
        opinion covers matters involving the application of the laws of the
        State of Washington, the State of New


                                       27
<PAGE>   28
        York, and the federal laws of the United States, that such counsel has
        relied, as to matters involving the application of the laws of the State
        of New York, on the opinion of Jonathan Lapin, Esq. delivered pursuant
        to subsection (f) below, and that such counsel believes that they and
        the Representatives and the Underwriters are justified in relying on
        such New York counsel. Such counsel may also rely, as to matters
        involving the application of laws of any jurisdiction other than the
        State of Washington, the State of New York or the federal laws of the
        United States, to the extent they deem proper and specified in such
        opinion, upon the opinion of other counsel of good standing whom they
        believe to be reliable and who are satisfactory to counsel for the
        Underwriters (provided that (x) counsel to the Selling Stockholders
        shall state that they believe that they and the Representatives and the
        Underwriters are justified in relying upon such opinion of local counsel
        and (y) the opinion of each such local counsel shall be dated the same
        date as such opinion of counsel to the Selling Stockholders, shall
        expressly state that counsel to the Company may rely on such opinion in
        rendering their opinion pursuant to this Agreement, that the
        Representatives and the Underwriters may rely on such opinion as if such
        opinion were addressed to them and that such opinion is being rendered
        to the Underwriters at the request of the Company, and shall be
        delivered to the Representatives on the Closing Date); and such counsel
        also may rely as to matters of fact, to the extent they deem proper, on
        certificates signed by any of the Selling Stockholders who are natural
        persons or by responsible officers of Selling Stockholders which are not
        natural persons and on certificates of public officials. Such opinion of
        counsel to the Selling Stockholders shall also state that, to the extent
        that such opinion relates to the laws of any jurisdiction (other than
        the State of Washington, the State of New York or the federal laws of
        the United States), such counsel has assumed that such laws are in all
        relevant respects identical to the laws of the State of Washington. The
        opinion of such counsel shall be rendered to the Underwriters at the
        request of the Company and the Selling Stockholders and shall so state
        therein.

                (f)     The Company shall have furnished to the Representatives
        the opinion of Jonathan Lapin, Esq., special New York counsel to the
        Selling Stockholders, dated the Closing Date and addressed to the
        Representatives, to the effect that:

                        (i)     assuming that this Agreement and a Custody
                Agreement have been duly authorized by the Foundation under the
                laws of the State of Washington, this Agreement and a Custody
                Agreement have been duly executed and delivered by each of the
                Selling Stockholders; each Custody Agreement is a valid and
                binding obligation of the Selling Stockholder party thereto and
                each Selling Stockholder has full legal right and authority
                under the laws of the State of New York to sell, transfer and
                deliver, in the manner provided in this Agreement and the
                Custody Agreement to which it is a party, the Securities being
                sold by such Selling Stockholder hereunder;

                        (ii)    assuming that each Underwriter acquires its
                interest in the Securities it has purchased from the Selling
                Stockholders without notice of any adverse claim (within the
                meaning of Section 8-105 of the UCC), each Underwriter that has
                purchased such Securities delivered on the Closing Date to The
                Depository Trust Company or other securities intermediary by
                making


                                       28
<PAGE>   29
                payment therefor as provided herein, and that has had such
                Securities credited to the securities account or accounts of
                such Underwriter maintained with The Depository Trust Company or
                such securities intermediary, will have acquired a security
                entitlement (within the meaning of Section 8-102(a)(17) of the
                UCC) to such Securities purchased by such Underwriter, and no
                action based on an adverse claim (within the meaning of Section
                8-102(a)(1) of the UCC) may be asserted against such Underwriter
                with respect to such Securities;

                        (iii)   no consent, approval, authorization or order of
                any court or governmental agency or body of the State of New
                York is required for the consummation by any Selling Stockholder
                of the transactions contemplated herein, except such as may be
                required under the blue sky laws of the State of New York in
                connection with the purchase and distribution of the Securities
                by the Underwriters; and

                        (iv)    neither the sale of the Securities being sold by
                any Selling Stockholder nor the consummation of any other of the
                transactions herein contemplated by any Selling Stockholder or
                the fulfillment of the terms hereof by any Selling Stockholder
                will conflict with, result in a breach or violation of, or
                constitute a default under, any law of the State of New York.

                In rendering such opinion, such counsel shall state that such
        opinion covers matters involving the application of the laws of the
        State of New York. Such counsel may rely as to matters of fact, to the
        extent he deems proper, on certificates signed by any of the Selling
        Stockholders who are natural persons or by responsible officers of
        Selling Stockholders which are not natural persons and on certificates
        of public officials. The opinion of such counsel shall be rendered to
        the Underwriters at the request of the Company and the Selling
        Stockholders and shall so state therein.

                (g)     The Representatives shall have received from Brown &
        Wood LLP, counsel for the Underwriters, such opinion or opinions, dated
        the Closing Date and addressed to the Representatives, with respect to
        the issuance and sale of the Securities, the Registration Statement, the
        Prospectus (together with any supplements thereto) and other related
        matters as the Representatives may reasonably require, and the Company
        and each Selling Stockholder shall have furnished to such counsel such
        documents as they request for the purpose of enabling them to pass upon
        such matters. The opinion or opinions of such counsel shall be rendered
        to the Underwriters at the request of the Company and shall so state
        therein.

                (h)     The Company shall have furnished to the Representatives
        a certificate of the Company, signed by the Chairman of the Board or a
        Co-President and the principal financial or accounting officer of the
        Company, dated the Closing Date, to the effect that the signers of such
        certificate have carefully examined the Registration Statement, the
        Prospectus, any supplements to the Prospectus and this Agreement and
        that:

                        (i)     the representations and warranties of the
                Company in this Agreement are true and correct on and as of the
                Closing Date with the same effect


                                       29
<PAGE>   30
                as if made on the Closing Date and the Company has complied with
                all the agreements and satisfied all the conditions on its part
                to be performed or satisfied at or prior to the Closing Date;

                        (ii)    no stop order suspending the effectiveness of
                the Registration Statement has been issued and no proceedings
                for that purpose have been instituted or, to the Company's
                knowledge, threatened; and

                        (iii)   since the date of the most recent financial
                statements included or incorporated by reference in the
                Prospectus (exclusive of any supplement thereto), there has been
                no material adverse effect on the condition (financial or
                otherwise), prospects, earnings, business or properties of the
                Company and its subsidiaries, taken as a whole, whether or not
                arising from transactions in the ordinary course of business,
                except as set forth in or contemplated in the Prospectus
                (exclusive of any supplement thereto).

                (i)     Each Selling Stockholder shall have furnished to the
        Representatives a certificate, signed on behalf of such Selling
        Stockholder by an Attorney-in-Fact, dated the Closing Date, to the
        effect that such Selling Stockholder has carefully examined the
        Registration Statement, the Prospectus, any supplement to the Prospectus
        and this Agreement and that the representations and warranties of such
        Selling Stockholder in this Agreement are true and correct on and as of
        the Closing Date to the same effect as if made on the Closing Date.

                (j)     Prior to the Execution Time, the Company shall have
        furnished to the Representatives a waiver and amendment of certain
        provisions of the Bank Credit Agreement, executed by the requisite
        percentage or proportion of the bank lenders thereunder and in form and
        substance satisfactory to the Representatives, and such waiver and
        amendment shall be in full force and effect.

                (k)     At the Execution Time and at the Closing Date, Ernst &
        Young LLP shall have furnished to the Representatives letters, dated
        respectively as of the Execution Time and as of the Closing Date, in
        form and substance satisfactory to the Representatives, confirming that
        they are independent auditors within the meaning of the Act and the
        Exchange Act and the respective applicable rules and regulations adopted
        by the Commission thereunder and that they have performed a review of
        the unaudited interim financial information of the Company for the
        three-month period ended March 31, 1999, and as at March 31, 1999 in
        accordance with Statement on Accounting Standards No. 71, and stating in
        effect that:

                        (i)     in their opinion, the audited financial
                statements of the Company and of WOKR (TV) included or
                incorporated in the Registration Statement and the Prospectus
                and reported on by them comply as to form in all material
                respects with the applicable accounting requirements of the Act
                and the Exchange Act and the related published rules and
                regulations adopted by the Commission;


                                       30
<PAGE>   31
                        (ii)    on the basis of a reading of the latest
                unaudited financial statements made available by the Company and
                its subsidiaries; their limited review, in accordance with
                standards established under Statement on Auditing Standards No.
                71, of the unaudited interim financial information for the
                three-month period ended March 31, 1999 and 1998, and as at
                March 31, 1999 and 1998 included or incorporated in the
                Registration Statement and the Prospectus; carrying out certain
                specified procedures (but not an examination in accordance with
                generally accepted auditing standards) which would not
                necessarily reveal matters of significance with respect to the
                comments set forth in such letter; a reading of the minutes of
                the meetings of the stockholders, directors and the audit
                committee and any other committee, if any, of the Company; and
                inquiries of certain officials of the Company who have
                responsibility for financial and accounting matters of the
                Company and its subsidiaries as to transactions and events
                subsequent to March 31, 1999, nothing came to their attention
                which caused them to believe that:

                                (1)     any unaudited financial statements
                        included or incorporated in the Registration Statement
                        and the Prospectus do not comply as to form in all
                        material respects with applicable accounting
                        requirements of the Act and the Exchange Act and with
                        the respective published rules and regulations of the
                        Commission with respect to financial statements included
                        or incorporated in Quarterly Reports on Form 10-Q under
                        the Exchange Act; and any material modifications should
                        be made to the unaudited financial statements for them
                        to be in conformity with generally accepted accounting
                        principles;

                                (2)     with respect to the period subsequent to
                        March 31, 1999, there were, at a specified date not more
                        than five days prior to the date of the letter, any
                        changes in the consolidated capital stock of the Company
                        and its subsidiaries or any increases in the
                        consolidated long-term debt or consolidated
                        stockholders' deficiency of the Company and its
                        subsidiaries or any increases in the deficiency in net
                        current assets of the Company and its subsidiaries as
                        compared with the amounts shown on the March 31, 1999
                        unaudited consolidated balance sheet included in the
                        Registration Statement and the Prospectus, or for the
                        period from April 1, 1999 to such specified date there
                        were any decreases, as compared with the corresponding
                        period in the preceding year, in consolidated revenue,
                        consolidated net revenue, consolidated operating cash
                        flow, consolidated income before income taxes and
                        extraordinary items or in total or per share amounts
                        (actual and assuming dilution) of consolidated net
                        income of the Company and its subsidiaries, except in
                        all instances for changes or decreases set forth in such
                        letter, in which case the letter shall be accompanied by
                        an explanation by the Company as to the significance
                        thereof unless said explanation is not deemed necessary
                        by the Representatives;


                                       31
<PAGE>   32
                                (3)     the information included or incorporated
                        by reference in the Registration Statement and
                        Prospectus in response to Regulation S-K, Item 301
                        (Selected Financial Data) and Item 402 (Executive
                        Compensation) is not in conformity with the applicable
                        disclosure requirements of Regulation S-K; or

                                (4)     If the interim financial statements
                        included in the Registration Statement and Prospectus
                        are supplemented by later income statement information
                        (so called "capsule" information), such capsule
                        information (which capsule information and its location
                        in the Prospectus shall be described in such letter) do
                        not agree with the amounts set forth in the unaudited
                        financial statements for the same periods or were not
                        determined on a basis substantially consistent with that
                        of the corresponding amounts in the audited financial
                        statements included in the Registration Statement and
                        the Prospectus; and, if the capsule information meets
                        the minimum disclosure requirements of APB Opinion No.
                        28, paragraph 30, the foregoing will be expanded also to
                        cover "conformity with generally accepted accounting
                        principles"; and

                        (iii)   they have performed certain other specified
                procedures as a result of which they determined that certain
                information of an accounting, financial or statistical nature
                (which is limited to accounting, financial or statistical
                information derived from the general accounting records of the
                Company and its subsidiaries) set forth in the Registration
                Statement and the Prospectus, including the information set
                forth under the headings "Prospectus Summary-Summary Financial
                Data," "Selected Consolidated Financial Data," "Unaudited Pro
                Forma Condensed Consolidated Financial Information," and
                "Management's Discussion and Analysis of Financial Condition and
                Results of Operations" in the Prospectus, the information set
                forth in Items 1, 2, 6, 7 and 11 of the Company's 1998 Form
                10-K, the information included in the Management's Discussion
                and Analysis of Financial Condition and Results of Operations"
                included in the Company's Quarterly Reports on Form 10-Q,
                incorporated by reference in the Prospectus and the information
                set forth in Item 7 in the Company's Current Reports on Form 8-K
                dated April 27, 1999 and June 17, 1999, incorporated by
                reference in the Prospectus, agrees with the accounting records
                of the Company and its subsidiaries or with the accounting
                records of WOKR (TV), excluding any questions of legal
                interpretation; and

                        (iv)    on the basis of a reading of the unaudited
                condensed consolidated pro forma financial statements included
                and incorporated by reference in the Registration Statement and
                the Prospectus (the "pro forma financial statements"); carrying
                out certain specified procedures; inquiries of certain officials
                of the Company who have responsibility for financial and
                accounting matters; and proving the arithmetic accuracy of the
                application of the pro forma adjustments to the historical
                amounts in the pro forma financial statements, nothing came to
                their attention which caused them to believe that the pro forma
                financial statements do


                                       32
<PAGE>   33
                not comply as to form in all material respects with the
                applicable accounting requirements of Rule 11-02 of Regulation
                S-X or that the pro forma adjustments have not been properly
                applied to the historical amounts in the compilation of such
                statements.

                References to the Prospectus in this paragraph (k) include any
                supplement thereto at the date of the letter.

                (l)     Subsequent to the Execution Time or, if earlier, the
        dates as of which information is given in the Registration Statement
        (exclusive of any amendment thereof) and the Prospectus (exclusive of
        any supplement thereto), there shall not have been (i) any change,
        increase or decrease specified in the letter or letters referred to in
        paragraph (k) of this Section 6 or (ii) any change, or any development
        involving a prospective change, in or affecting the condition (financial
        or otherwise), earnings, business or properties of the Company and its
        subsidiaries, taken as a whole, whether or not arising from transactions
        in the ordinary course of business, except as set forth in or
        contemplated in the Prospectus (exclusive of any amendments or
        supplements thereto) the effect of which, in any case referred to in
        clause (i) or (ii) above, is, in the sole judgment of the
        Representatives, so material and adverse as to make it impractical or
        inadvisable to proceed with the offering or delivery of the Securities
        as contemplated by the Registration Statement (exclusive of any
        amendment thereof) and the Prospectus (exclusive of any supplement
        thereto).

                (m)     Subsequent to the Execution Time, there shall not have
        been any decrease in the rating of any of the Company's debt securities
        by any "nationally recognized statistical rating organization" (as
        defined for purposes of Rule 436(g) under the Act) or any notice given
        of any intended or potential decrease in any such rating or of a
        possible change in any such rating that does not indicate the direction
        of the possible change.

                (n)     The Securities shall have been listed and admitted and
        authorized for trading on the New York Stock Exchange, and satisfactory
        evidence of such actions shall have been provided to the
        Representatives.

                (o)     At the Execution Time, the Company shall have furnished
        to the Representatives a letter substantially in the form of Exhibit A
        hereto from each person listed on Exhibit B hereto.

                (p)     Prior to the Closing Date, the Company and the Selling
        Stockholders shall have furnished to the Representatives such further
        information, certificates and documents as the Representatives may
        reasonably request.

                (q)     Prior to the Execution Time, the Company shall have
        furnished to the Representatives a true, complete and correct copy of
        the NBA Approval and the Indemnity Agreement; on the Closing Date, the
        NBA Approval shall be in full force and effect and all conditions set
        forth in the NBA Approval shall have been satisfied.

        If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and


                                       33
<PAGE>   34
certificates mentioned above or elsewhere in this Agreement shall not be in all
material respects reasonably satisfactory in form and substance to the
Representatives and counsel for the Underwriters, this Agreement and all
obligations of the Underwriters hereunder may be canceled at, or at any time
prior to, the Closing Date by the Representatives. Notice of such cancellation
shall be given to the Company and the Selling Stockholders in writing or by
telephone or facsimile confirmed in writing.

        The documents required to be delivered by this Section 6 shall be
delivered at the office of Brown & Wood LLP, counsel for the Underwriters, at
555 California Street, San Francisco, California 94104, on the Closing Date.

        7.      Reimbursement of Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of the Company or any Selling
Stockholder to perform any agreement herein or comply with any provision hereof
other than by reason of a default by any of the Underwriters, the Company will
reimburse the Underwriters severally through Salomon Smith Barney Inc. on demand
for all out-of-pocket expenses (including reasonable fees and disbursements of
counsel) that shall have been incurred by them in connection with the proposed
purchase and sale of the Securities. If the Company is required to make any
payments to the Underwriters under this Section 7 because of any Selling
Stockholder's refusal, inability or failure to satisfy any condition to the
obligations of the Underwriters set forth in Section 6, the Selling Stockholders
pro rata in proportion to the percentage of Securities to be sold by each shall
reimburse the Company on demand for all amounts so paid.

        8.      Indemnification and Contribution.

        (a)     The Company and the Selling Stockholders jointly and severally
agree to indemnify and hold harmless each Underwriter, the directors, officers,
employees and agents of each Underwriter and each person who controls any
Underwriter within the meaning of either the Act or the Exchange Act against any
and all losses, claims, damages or liabilities, joint or several, to which they
or any of them may become subject under the Act, the Exchange Act or other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration statement for the
registration of the Securities as originally filed or in any amendment thereof,
or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof
or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
Company and the Selling Stockholders will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriter through
the


                                       34
<PAGE>   35
Representatives specifically for inclusion therein. This indemnity agreement
will be in addition to any liability which the Company or the Selling
Stockholders may otherwise have.

        (b)     Each Underwriter severally and not jointly agrees to indemnify
and hold harmless the Company, each of its directors, each of its officers who
signs the Registration Statement, and each person who controls the Company
within the meaning of either the Act or the Exchange Act and each Selling
Stockholder, to the same extent as the foregoing indemnity to each Underwriter,
but only with reference to written information relating to such Underwriter
furnished to the Company by or on behalf of such Underwriter through the
Representatives specifically for inclusion in the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have. The Company and each Selling
Stockholder acknowledge that the statements set forth in the last paragraph of
the cover page regarding delivery of the Securities, and, under the heading
"Underwriting", (i) the sentences related to concessions and reallowances and
(ii) the paragraphs related to stabilization, syndicate covering transactions
and penalty bids constitute the only information furnished in writing by or on
behalf of the several Underwriters for inclusion in any Preliminary Prospectus
or the Prospectus.

        (c)     Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder


                                       35
<PAGE>   36
(whether or not the indemnified parties are actual or potential parties to such
claim or action) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising out
of such claim, action, suit or proceeding.

        (d)     In the event that the indemnity provided in paragraph (a) or (b)
of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the Selling Stockholders,
jointly and severally, and the Underwriters severally agree to contribute to the
aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending same)
(collectively "Losses") to which the Company, the Selling Stockholders and one
or more of the Underwriters may be subject in such proportion as is appropriate
to reflect the relative benefits received by the Company and the Selling
Stockholders on the one hand and by the Underwriters on the other from the
offering of the Securities; provided, however, that in no case shall any
Underwriter (except as may be provided in any agreement among underwriters
relating to the offering of the Securities) be responsible for any amount in
excess of the underwriting discount or commission applicable to the Securities
purchased by such Underwriter hereunder. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the Company and
the Selling Stockholders, jointly and severally, and the Underwriters severally
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company and the Selling
Stockholders on the one hand and of the Underwriters on the other in connection
with the statements or omissions which resulted in such Losses as well as any
other relevant equitable considerations. Benefits received by the Company and
the Selling Stockholders shall be deemed to be equal to the total net proceeds
from the offering (before deducting expenses) received by them, and benefits
received by the Underwriters shall be deemed to be equal to the total
underwriting discounts and commissions, in each case as set forth on the cover
page of the Prospectus. Relative fault shall be determined by reference to,
among other things, whether any untrue or any alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information provided by the Company or the Selling Stockholders on
the one hand or the Underwriters on the other, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The Company, the Selling Stockholders
and the Underwriters agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8, each person who
controls an Underwriter within the meaning of either the Act or the Exchange Act
and each director, officer, employee and agent of an Underwriter shall have the
same rights to contribution as such Underwriter, and each person who controls
the Company within the meaning of either the Act or the Exchange Act, each
officer of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).

        (e)     The liability of each Selling Stockholder under such Selling
Stockholder's representations and warranties contained in Section 1 hereof and
under the indemnity and contribution agreements contained in this Section 8
shall be limited to an amount equal to the


                                       36
<PAGE>   37
initial public offering price of the Securities sold by such Selling Stockholder
to the Underwriters. The Company and the Selling Stockholders may agree, as
among themselves and without limiting the rights of the Underwriters under this
Agreement, as to the respective amounts of such liability for which they each
shall be responsible.

        9.      Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule I hereto bears to the aggregate amount of
Securities set forth opposite the names of all the remaining Underwriters) the
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the aggregate amount of
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of Securities set forth in
Schedule I hereto, the remaining Underwriters shall have the right to purchase
all, but shall not be under any obligation to purchase any, of the Securities,
and if such nondefaulting Underwriters do not purchase all the Securities, this
Agreement will terminate without liability to any nondefaulting Underwriter, the
Selling Stockholders or the Company. In the event of a default by any
Underwriter as set forth in this Section 9, the Closing Date shall be postponed
for such period, not exceeding five Business Days, as the Representatives shall
determine in order that the required changes in the Registration Statement and
the Prospectus or in any other documents or arrangements may be effected.
Nothing contained in this Agreement shall relieve any defaulting Underwriter of
its liability, if any, to the Company, the Selling Stockholders and any
nondefaulting Underwriter for damages occasioned by its default hereunder.

        10.     Termination. This Agreement shall be subject to termination in
the absolute discretion of the Representatives, by notice given to the Company
prior to delivery of and payment for the Securities, if at any time prior to
such time (i) trading in the Company's Common Stock shall have been suspended by
the Commission or the New York Stock Exchange or trading in securities generally
on the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established on such Exchange, (ii) a banking moratorium
shall have been declared either by Federal or New York State authorities or
(iii) there shall have occurred any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or war or other
calamity or crisis the effect of which on financial markets is such as to make
it, in the sole judgment of the Representatives, impractical or inadvisable to
proceed with the offering or delivery of the Securities as contemplated by the
Prospectus (exclusive of any supplement thereto).

        11.     Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers, of each Selling Stockholder and of the Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter,
any Selling Stockholder, or the Company or any of the officers, directors or
controlling persons referred to in Section 8 hereof, and will survive delivery
of and payment for the Securities. The provisions of Sections 7 and 8 hereof
shall survive the termination or cancellation of this Agreement.


                                       37
<PAGE>   38
        12.     Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to the Salomon Smith Barney Inc., Attention: General
Counsel (fax no.: (212) 816-7912) and confirmed to Salomon Smith Barney Inc., at
388 Greenwich Street, New York, New York 10013, Attention: General Counsel; or,
if sent to the Company, will be mailed, delivered or telefaxed to the Chief
Financial Officer (fax no.: (206) 623-7853) and confirmed to Denis M. Curley,
Co-President and Chief Financial Officer at The Ackerley Group, Inc., 1301 Fifth
Avenue, Suite 4000, Seattle, WA 98101; or if sent to any Selling Stockholder,
will be mailed, delivered or telefaxed and confirmed to such Selling Stockholder
in care of Denis M. Curley, Attorney-in-Fact (fax no.: (206) 623-7853) and
confirmed to such Selling Stockholder in care of Denis M. Curley,
Attorney-in-Fact, at The Ackerley Group, Inc., 1301 Fifth Avenue, Suite 4000,
Seattle, WA 98101.

        13.     Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers, directors, employees and agents and controlling persons referred to in
Section 8 hereof, and no other person will have any right or obligation
hereunder.

        14.     Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.

        15.     Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

        16.     Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

        17.     Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.

                "Acquisition Agreement" shall mean the Purchase Agreement dated
        as of September 25, 1998 with Sinclair Communications, Inc. ("Sinclair")
        pursuant to which the Company acquired (the "Asset Acquisition")
        substantially all of the assets of the television station known as WOKR
        (TV) and assumed certain related liabilities.

                "Act" shall mean the Securities Act of 1933, as amended, and the
        rules and regulations of the Commission promulgated thereunder.

                "Business Day" shall mean any day other than a Saturday, a
        Sunday or a legal holiday or a day on which banking institutions or
        trust companies are authorized or obligated by law to close in New York
        City.

                "Commission" shall mean the Securities and Exchange Commission.


                                       38
<PAGE>   39
                "Effective Date" shall mean each date and time that the
        Registration Statement, any post-effective amendment or amendments
        thereto and any Rule 462(b) Registration Statement became or become
        effective.

                "Exchange Act" shall mean the Securities Exchange Act of 1934,
        as amended, and the rules and regulations of the Commission promulgated
        thereunder.

                "Execution Time" shall mean the date and time that this
        Agreement is executed and delivered by the parties hereto.

                "NBA" means The National Basketball Association.

                "NBA Entities" means, collectively, the NBA, NBA Properties,
        Inc., NBA Media Ventures, LLC and NBA Development, LLC.

                "NBA Persons" means the NBA, the NBA Entities, Planet Insurance,
        Ltd., WNBA, LLC, WNBA Enterprises, LLC, any subsidiary of any of the
        foregoing, the Commissioner of the NBA, the Board of Governors of the
        NBA, and any and all members, owners, governing bodies and committees of
        the NBA, its Board of Governors or any of the other NBA Entities; and
        "NBA Person" means any of the NBA Persons.

                "Preliminary Prospectus" shall mean any preliminary prospectus
        referred to in paragraph 1(i)(a) above and any preliminary prospectus
        included in the Registration Statement at the Effective Date that omits
        Rule 430A Information.

                "Prospectus" shall mean the prospectus relating to the
        Securities that is first filed pursuant to Rule 424(b) after the
        Execution Time or, if no filing pursuant to Rule 424(b) is required,
        shall mean the form of final prospectus relating to the Securities
        included in the Registration Statement at the Effective Date.

                "Registration Statement" shall mean the registration statement
        referred to in paragraph 1(i)(a) above, including exhibits and financial
        statements, as amended at the Execution Time (or, if not effective at
        the Execution Time, in the form in which it shall become effective) and,
        in the event any post-effective amendment thereto or any Rule 462(b)
        Registration Statement becomes effective prior to the Closing Date,
        shall also mean such registration statement as so amended or such Rule
        462(b) Registration Statement, as the case may be. Such term shall
        include any Rule 430A Information deemed to be included therein at the
        Effective Date as provided by Rule 430A.

                "Rule 424", "Rule 430A" and "Rule 462" refer to such rules under
        the Act.

                "Rule 430A Information" shall mean information with respect to
        the Securities and the offering thereof permitted to be omitted from the
        Registration Statement when it becomes effective pursuant to Rule 430A.

                "Rule 462(b) Registration Statement" shall mean a registration
        statement and any amendments thereto filed pursuant to Rule 462(b)
        relating to the offering covered by the initial registration statement
        referred to in Section 1(i)(a) hereof.


                                       39
<PAGE>   40
                "WOKR (TV)" shall mean the assets (including licenses and other
        intangibles) acquired and the liabilities assumed by the Company
        pursuant to the Acquisition Agreement.

                "Salomon Smith Barney" shall mean Salomon Smith Barney Inc.

        18.     NBA Matters. (a) In the event that any consent, approval,
resolution, authorization or order of, or registration or filing with, the NBA
or any other NBA Person shall be required in connection with, or in the event
that any instrument, agreement or other document is required to be executed or
delivered to the NBA or any other NBA Person by the Company, any of the Selling
Stockholders or any of their respective subsidiaries or affiliates or any other
person in connection with, (i) the purchase, public offering or sale of
Securities by any of the Underwriters or any of the other transactions
contemplated by this Agreement or (ii) the ownership, sale or other disposition
by any of the Underwriters or any of their subsidiaries or affiliates of any of
the Securities purchased pursuant to this Agreement or any other shares of
Common Stock acquired in connection with stabilization or other transactions
relating to the offering of the Securities, in market-making transactions, or
otherwise in the ordinary course of business, the Company and the Selling
Stockholders, jointly and severally, agree that they will use their best efforts
to obtain such consent, approval, resolution, authorization or order, or make
such registration or filing, as the case may be, and to execute and deliver or
obtain, as the case may be, such instrument, agreement or other document, as
soon as possible and otherwise to take any and all action as may be requested at
any time by the Representatives in connection with the purchase, ownership, sale
or other disposition of any such Securities or shares of Common Stock.

        (b)     Without limitation to any other provision of this Agreement, the
Company and the Selling Stockholders jointly and severally agree to indemnify
and hold harmless each Underwriter, the directors, officers, employees and
agents of each Underwriter and each person who controls any Underwriter within
the meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under federal or state statutory law or regulation, at common
law, under the constitution or by-laws of the NBA or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of any failure to obtain any consent, approval, resolution, authorization or
order of, or any failure to make any registration or filing with, or to deliver
any instrument, agreement or other document to, the NBA or any other NBA Person
or any breach or violation of, or default under, or failure to comply with, or
otherwise relating to, any of the terms or provisions of the constitution,
by-laws or other governing documents or any rule or regulation of the NBA or any
other NBA Person, including reasonable fees, costs and expenses of counsel
appointed by the Representatives.

        (c)     The Company and the Selling Stockholders, for themselves, their
respective predecessors and successors in interest, attorneys, subsidiaries,
affiliates, assigns, directors, officers, stockholders, heirs, executors, legal
representatives, agents, servants, associates, principals, employees and
representatives (collectively, including the Company and the Selling
Stockholders, the "Subject Parties") hereby absolutely and unconditionally,
jointly and severally, release and forever discharge the Representatives and the
Underwriters and their respective predecessors and successors in interest,
attorneys, parent corporations, subsidiaries, affiliates,


                                       40
<PAGE>   41
assigns, directors, officers, general partners, limited partners, stockholders,
heirs, executors, legal representatives, agents, servants, associates,
principals, employees and representatives from any and all Released Claims that
any of the Subject Parties, directly, indirectly, derivatively or in any other
capacity now or hereafter has or shall or may have. As used herein, "Released
Claims" means Claims directly or indirectly based upon, arising out of, or in
any manner related to, in whole or in part, (i) any failure to obtain any
consent, approval, resolution, authorization or order of, or any failure to make
any filing or registration with, or to deliver any instrument, agreement or
other document to, the NBA or any other NBA Person or (ii) any breach or
violation of, or default under, or failure to comply with, or otherwise relating
to, any of the terms or provisions of the constitution, by-laws or other
governing documents or any rule or regulation of the NBA or any other NBA Person
or (c) otherwise relating to the constitution, by-laws or other governing
documents or any rule or regulation of the NBA or any other NBA Person. "Claims"
means any and all civil (i.e. non-criminal) claims, demands, actions, suits,
causes of action, damages, rights or liabilities of any nature, including,
without limitation, civil and administrative penalties and punitive damages as
well as costs, expenses and attorneys' fees, whether known or unknown, suspected
or unsuspected, accrued or unaccrued, or legal, equitable, or statutory based
upon, arising out of, or in any manner related to past, present or future
conduct, acts or omissions.


                                       41
<PAGE>   42
        If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company, the Selling Stockholders and the several Underwriters.

                                       Very truly yours,

                                       The Ackerley Group, Inc.



                                       By: _____________________________________
                                           Name:
                                           Title:


                                       Barry A. Ackerley

                                       The Ginger and Barry Ackerley Foundation



                                       By: _____________________________________
                                                     Attorney-in-Fact



The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

Salomon Smith Barney Inc.
First Union Capital Markets Corp.
Merrill Lynch, Pierce, Fenner & Smith
                  Incorporated

By: Salomon Smith Barney Inc.



By: _________________________________
    Name:
    Title:

For themselves and the other several Underwriters
named in Schedule I to the foregoing Agreement.


                                       42
<PAGE>   43
                                                                       EXHIBIT A


                            The Ackerley Group, Inc.
                         Public Offering of Common Stock


                                                                __________, 1999

Salomon Smith Barney Inc.
As a Representative of the several Underwriters,
c/o   Salomon Smith Barney Inc.
      388 Greenwich Street
      New York, New York  10013

Ladies and Gentlemen:

        This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the "Underwriting Agreement") between The Ackerley
Group, Inc., a Delaware corporation (the "Company"), the selling stockholders to
be named in the Underwriting Agreement, and the representative or
representatives, as the case may be (including Salomon Smith Barney Inc.), of a
group of underwriters (the "Underwriters") to be named in the Underwriting
Agreement, relating to an underwritten public offering of Common Stock, $.01 par
value (the "Common Stock"), of the Company.

        In order to induce you and the other Underwriters to enter into the
Underwriting Agreement, the undersigned will not, without the prior written
consent of Salomon Smith Barney Inc., offer, sell, contract to sell, pledge or
otherwise dispose of (or enter into any transaction which is designed to, or
might reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or
otherwise) by the undersigned or an affiliate of the undersigned or any person
in privity with the undersigned or an affiliate of the undersigned) directly or
indirectly, or file (or participate in the filing of) a registration statement
with the Securities and Exchange Commission in respect of, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder with respect to, any shares of capital stock
of the Company or any securities convertible into or exercisable or exchangeable
for such capital stock, or publicly announce an intention to effect any such
transaction, for a period of 90 days after the date of the Underwriting
Agreement, other than shares of Common Stock disposed of as bona fide gifts
approved in writing by Salomon Smith Barney Inc.


                                      A-1
<PAGE>   44
        If for any reason the Underwriting Agreement shall be terminated prior
to the Closing Date (as defined in the Underwriting Agreement), the agreement
set forth above shall likewise be terminated.

                                       Yours very truly,



                                       -----------------------------------------
                                       Name:
                                       Telephone No.:
                                       Fax No.:
                                       Address:


                                      A-2
<PAGE>   45
                                                                       EXHIBIT B


                  List of Persons Delivering Lock-Up Agreements


Gail A. Ackerley
William Ackerley
Christopher H. Ackerley
Deborah L. Bevier
Denis M. Curley
M. Ian C. Gilchrist
Keith W. Ritzmann
Michel C. Thielen
Eric M. Rubin
Randal G. Swain
Walter F. ("Wally") Walker
John Dresel
Michele Grosenick
Steve Kimatian


                                      B-1
<PAGE>   46
                                                                       EXHIBIT C


                                  Subsidiaries

<TABLE>
<CAPTION>
          Name of Subsidiary                Jurisdiction of Organization
          ------------------                ----------------------------
<S>                                         <C>
Ackerley Airport Advertising, Inc.                    Washington

*AK Media Group, Inc.                                 Washington

*Central NY News, Inc.                                Washington

*KJR Radio, Inc.                                      Washington

*SSI, Inc.                                            Washington

TC Aviation, Inc.                                     Oregon

KVOS TV Ltd.(1)                                       British Columbia
</TABLE>



----------

* Subsidiaries marked with an asterisk are Material Subsidiaries.
(1) Direct subsidiary of AK Media Group, Inc.


                                       C-1
<PAGE>   47
                                                                      SCHEDULE I


<TABLE>
<CAPTION>
                                                                            Number of Underwritten
                           Underwriters                                   Securities to be Purchased
                           ------------                                   --------------------------
<S>                                                                       <C>

Salomon Smith Barney Inc..........................................
First Union Capital Markets Corp..................................
Merrill Lynch, Pierce, Fenner & Smith
                  Incorporated....................................




                                                                               -----------------
           Total..................................................                           [ ]
                                                                               =================
</TABLE>


                                  Schedule I-1
<PAGE>   48
                                                                     SCHEDULE II


<TABLE>
<CAPTION>
                                                                                  Number of Underwritten
                  Selling Stockholders                                             Securities to be Sold
                  --------------------                                            ----------------------
<S>                                                                               <C>

Barry A. Ackerley

The Ginger and Barry Ackerley Foundation

                                                                                    -----------------
           Total.......................................................                           [ ]
                                                                                    =================
</TABLE>


                                  Schedule II-1