10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
[x]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2001
[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from      to

Commission File Number 1-12187

(Exact name of registrant as specified in its charter)

Delaware	58-1620022
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1400 Lake Hearn Drive, Atlanta, Georgia	30319
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (404) 843-5000

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes No

     Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

     There were 41,081,825 shares of Class A Common Stock outstanding as of July 31, 2001.

     There were 58,733,016 shares of Class B Common Stock outstanding as of July 31, 2001.

COX RADIO, INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2001
TABLE OF CONTENTS

		Page
Part I – Financial Information
Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		19
Part II — Other Information
Item 1.	Legal Proceedings		20
Item 4.	Submission of Matters to a Vote of Security Holders		20
Item 6.	Exhibits and Reports on Form 8-K		21
Signatures			23

2

PART 1 — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Cox Radio, Inc.
Consolidated Balance Sheets
(Unaudited)

			June 30,			December 31,
			2001			2000
			(Amounts in thousands)
Assets
Current Assets:
	Cash and cash equivalents		$	7,914		$	6,950
	Accounts and notes receivable, less allowance for doubtful accounts of $2,895 and $3,477, respectively			96,288			93,273
	Prepaid expenses and other current assets			11,236			6,939
		Total current assets		115,438			107,162
Plant and equipment, net				78,443			75,568
Intangible assets, net				2,120,802			2,108,729
Amounts due from Cox Enterprises, Inc.				—			17,268
Other assets				8,594			9,095
		Total assets	$	2,323,277		$	2,317,822
Liabilities and Shareholders’ Equity
Current Liabilities:
	Accounts payable and accrued expenses		$	24,844		$	25,478
	Accrued salaries and wages			5,267			5,834
	Accrued interest			8,762			5,467
	Income taxes payable			4,192			1,124
	Other current liabilities			4,770			2,864
		Total current liabilities		47,835			40,767
Notes payable				754,374			754,783
Deferred income taxes				476,775			486,004
Other long term liabilities				3,718			2,510
Amounts due to Cox Enterprises, Inc.				831			—
		Total liabilities		1,283,533			1,284,064
Commitments and contingencies (Note 3)
Shareholders’ Equity:
	Preferred stock, $0.33 par value: 15,000,000 shares authorized, None outstanding			—			—
	Class A common stock, $0.33 par value; 210,000,000 shares authorized; 41,053,879 and 40,694,248 shares outstanding at June 30, 2001 and December 31, 2000, respectively			13,548			13,429
	Class B common stock, $0.33 par value; 135,000,000 shares authorized; 58,733,016 shares outstanding at June 30, 2001 and December 31, 2000			19,382			19,382
	Additional paid-in capital			613,545			610,126
	Accumulated other comprehensive loss, net of tax			(1,079	)		—
	Retained earnings			395,999			392,472
				1,041,395			1,035,409
	Less: Class A common stock held in treasury (119,856 shares at cost)			(1,651	)		(1,651	)
		Total shareholders’ equity		1,039,744			1,033,758
		Total liabilities and shareholders’ equity	$	2,323,277		$	2,317,822

See notes to unaudited consolidated financial statements.

3

Cox Radio, Inc.
Consolidated Statements of Income
(Unaudited)

			Three Months Ended						Six Months Ended
			June 30,						June 30,
			2001			2000			2001			2000
			(Amounts in thousands, except per share data)
Net revenues:
	Local		$	80,522		$	69,166		$	143,599		$	123,537
	National			21,844			22,172			40,137			40,139
	Other			5,505			4,331			10,660			7,871
		Total revenues		107,871			95,669			194,396			171,547
Costs and expenses:
	Operating			24,127			20,375			44,361			37,795
	Selling, general and administrative			40,206			37,397			76,668			69,178
	Corporate general and administrative			3,555			3,136			7,199			5,979
	Depreciation and amortization			17,174			7,788			35,061			15,055
	Loss (gain) on sales of assets			170			4			296			(58	)
	Loss (gain) on sales of radio stations			72			(5	)		(2,346	)		(45,353	)
Operating income				22,567			26,974			33,157			88,951
Other income (expense):
Interest income				147			1,058			1,217			1,707
Interest expense				(12,471	)		(7,201	)		(26,560	)		(14,141	)
Non-cash mark-to-market unrealized gain				—			2,172			—			2,172
Other — net				(122	)		(104	)		(243	)		(344	)
Income before income taxes and cumulative effect of accounting change				10,121			22,899			7,571			78,345
Income tax expense				4,450			9,432			3,257			32,010
Income before cumulative effect of accounting change				5,671			13,467			4,314			46,335
Cumulative effect of accounting change, net of tax				—			—			(787	)		—
Net income			$	5,671		$	13,467		$	3,527		$	46,335
Basic net income per share
Income before cumulative effect of accounting change			$	0.06		$	0.15		$	0.04		$	0.53
Cumulative effect of accounting change				—			—			(0.01	)		—
	Net income per common share		$	0.06		$	0.15		$	0.03		$	0.53
Diluted net income per share
Income before cumulative effect of accounting change			$	0.06		$	0.15		$	0.04		$	0.53
Cumulative effect of accounting change				—			—			(0.01	)		—
	Net income per common share		$	0.06		$	0.15		$	0.03		$	0.53
Weighted average basic common shares outstanding				99,651			87,465			99,570			87,120
Weighted average diluted common shares outstanding				100,206			88,148			100,113			87,806

See notes to unaudited consolidated financial statements

4

Cox Radio, Inc.
Consolidated Statement of Shareholders’ Equity
(Unaudited)

		Class A				Class B
		Common Stock				Common Stock						Accumulated					Treasury Stock
										Additional		Other
										Paid-in		Comprehensive			Retained
		Shares		Amount		Shares		Amount		Capital		Loss			Earnings		Shares		Amount			Total
		(Amounts in thousands)
Balance at December 31, 2000			40,694	$	13,429		58,733	$	19,382	$	610,126	$	—		$	392,472		120	$	(1,651	)	$	1,033,758
	Comprehensive income:
	Net income		—		—		—		—		—		—			3,527		—		—			3,527
	Cumulative effect of adopting SFAS 133		—		—		—		—		—		(707	)		—		—		—			(707	)
	Loss on interest rate swaps		—		—		—		—		—		(458	)		—		—		—			(458	)
	Amortization of transition adjustments		—		—		—		—		—		86			—		—		—			86
	Comprehensive income		—		—		—		—		—		—			—		—		—			2,448
	Issuance of Class A common stock related to incentive plans including tax benefit		360		119		—		—		3,419		—			—		—		—			3,538
Balance at June 30, 2001			41,054	$	13,548		58,733	$	19,382	$	613,545	$	(1,079	)	$	395,999		120	$	(1,651	)	$	1,039,744

See notes to unaudited consolidated financial statements.

5

Cox Radio, Inc.
Consolidated Statements of Cash Flows
(Unaudited)

					Six Months Ended
					June 30,
					2001			2000
					(Amounts in thousands)
Cash flows from operating activities:
Net income					$	3,527		$	46,335
Items not requiring cash:
	Depreciation					5,733			3,173
	Amortization					29,328			11,882
	Deferred income taxes					(946	)		19,382
	Non-cash mark-to-market unrealized gain					—			(2,172	)
	Tax benefit from exercise of stock options					549			1,152
	Amortization of debt issuance costs					670			221
	Loss (gain) on sales of assets					296			(58	)
	Gain on sales of radio stations					(2,346	)		(45,353	)
	Cumulative effect of accounting change, net of tax					787			—
Changes in assets and liabilities (net of effects of acquisitions and dispositions):
	Increase in accounts receivable					(3,015	)		(9,390	)
	Decrease in accounts payable and accrued expenses					(3,106	)		(821	)
	(Decrease) increase in accrued salaries and wages					(567	)		1,612
	Increase (decrease) in accrued interest					3,295			(853	)
	Increase in income taxes payable					3,068			1,151
	Other, net					(3,250	)		(760	)
				Net cash provided by operating activities		34,023			25,501
Cash flows from investing activities:
Capital expenditures						(8,814	)		(3,921	)
Acquisitions, net of cash acquired						(51,207	)		(22,253	)
Decrease in station investment note receivable						—			850
Decrease (increase) in other long-term assets						242			(18,186	)
Proceeds from sales of assets						29			423
Proceeds from sales of radio stations						5,455			81,600
Increase in cash restricted for investment						—			(76,699	)
Increase (decrease) in amounts due to/from Cox Enterprises, Inc.						18,099			(109,977	)
				Net cash used in investing activities		(36,196	)		(148,163	)
Cash flows from financing activities:
Net payments of revolving credit facilities						(248,445	)		(219,980	)
Proceeds from issuance of Senior Notes						248,028			—
Proceeds from stock options exercised						2,989			2,474
Net proceeds from stock offering						—			344,527
Increase (decrease) increase in book overdrafts						2,472			(4,369	)
Payment of debt issuance costs						(1,907	)		(1,105	)
				Net cash provided by financing activities		3,137			121,547
Net increase (decrease) in cash and cash equivalents						964			(1,115	)
Cash and cash equivalents at beginning of period						6,950			14,704
Cash and cash equivalents at end of period					$	7,914		$	13,589
Supplemental disclosures of cash flow information:
		Cash paid during the period for:
			Interest		$	23,265		$	14,994
			Income taxes		$	586		$	10,414

See notes to unaudited consolidated financial statements.

6

COX RADIO, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND OTHER INFORMATION

     Cox Radio is a leading national radio broadcasting company whose business, which constitutes one reportable segment, is devoted to acquiring, developing and operating radio stations located throughout the United States. Cox Enterprises, Inc. indirectly owns approximately 62% of the common stock of Cox Radio and has approximately 94% of the voting power of Cox Radio.

     The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, the financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and financial position for the interim periods presented. All such adjustments are of a normal, recurring nature. These unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2000 and notes thereto contained in Cox Radio’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission.

     The results of operations for the three and six months ended June 30, 2001 are not necessarily indicative of the results to be expected for the year ending December 31, 2001 or any other period.

     Certain prior year amounts have been reclassified for comparative purposes.

2. ACQUISITIONS AND DISPOSITIONS OF BUSINESSES

     During the past several years, Cox Radio has actively managed its portfolio of radio stations through selected acquisitions, dispositions and exchanges, as well as through the use of local marketing agreements, or LMAs, and joint sales agreements, or JSAs. Under an LMA or a JSA, the company operating a station provides programming or sales and marketing or a combination of such services on behalf of the owner of a station. The broadcast revenues and operating expenses of stations operated by Cox Radio under LMAs and JSAs have been included in Cox Radio’s operations since the respective dates of such agreements.

     The following acquisition and disposition activity has been entered into or consummated during the six months ended June 30, 2001 and through July 12, 2001. All acquisitions discussed below have been accounted for using the purchase method. As such, the results of operations of the acquired stations have been included in the results of operations from the date of acquisition.

     In February 2001, Cox Radio acquired WDYL-FM serving Richmond, Virginia and WJMZ-FM and WHZT-FM (formerly WPEK-FM) serving Greenville, South Carolina for a total of $52.5 million.

     In February 2001, Cox Radio entered into a joint sales agreement to provide sales and marketing services for WARV-FM serving Richmond, Virginia. In addition, Cox Radio is a guarantor of the owner’s financing for the acquisition of this station.

     In February 2001, Cox Radio disposed of WHOO-AM serving Orlando, Florida for $5 million resulting in a pretax gain of approximately $2.4 million.

     In May 2001, Cox Radio disposed of the assets of KGTO-AM serving Tulsa, Oklahoma for $0.5 million.

     In July 2001, Cox Radio disposed of the assets of WVBB-AM (formerly WTVR-AM) serving Richmond, Virginia for $0.7 million.

7

     The following unaudited pro forma summary of operations presents the consolidated results of operations as if all consummated transactions had occurred at the beginning of the periods presented and does not purport to be indicative of what would have occurred had these transactions been made as of those dates or of results which may occur in the future.

		Three Months Ended June 30,				Six Months Ended
		June 30,				June 30,
		2001		2000		2001			2000
		(Amounts in thousands,				(Amounts in thousands,
		except per share data)				except per share data)
Net revenues		$	107,820	$	112,415	$	194,596		$	202,824
Net income before cumulative effect of accounting change		$	5,534	$	7,152	$	2,454		$	4,072
Cumulative effect of accounting change			—		—		(787	)		—
Net income		$	5,534	$	7,152	$	1,667		$	4,072
Basic net income per share
Income before cumulative effect of accounting change		$	0.06	$	0.08	$	0.03		$	0.05
Cumulative effect of accounting change			—		—		(0.01	)		—
	Net income per common share	$	0.06	$	0.08	$	0.02		$	0.05
Diluted net income per share
Income before cumulative effect of accounting change		$	0.06	$	0.08	$	0.03		$	0.05
Cumulative effect of accounting change			—		—		(0.01	)		—
	Net income per common share	$	0.06	$	0.08	$	0.02		$	0.05
Basic pro forma shares outstanding			99,651		87,465		99,570			87,120
Diluted pro forma shares outstanding			100,206		88,148		100,113			87,806

3. COMMITMENTS AND CONTINGENCIES

     On June 27, 2000, Cox Radio repaid all amounts previously outstanding under its $300 million, five-year, senior, unsecured revolving credit facility with a portion of the net proceeds from the offering of Cox Radio’s Class A Common Stock, as discussed in Note 5. On June 30, 2000, Cox Radio replaced its $300 million, five-year, senior, unsecured revolving credit facility, with a $350 million, five-year, senior, unsecured revolving credit facility and a $350 million, 364-day, senior, unsecured revolving credit facility, each with certain banks, including The Chase Manhattan Bank as the Administrative Agent, Bank of America, N.A. as the Syndication Agent, and Citibank, N.A. as the Documentation Agent. The interest rate for each facility is based on the Federal funds borrowing rate plus 0.5%; the London Interbank Offered Rate plus a spread based on the credit ratings of Cox Radio’s senior, long-term debt; or the bid rate for the purchase of certificates of deposit of equal principal amount and maturity plus a spread based on the credit ratings of Cox Radio’s senior, long-term debt. Each facility includes a commitment fee on the unused portion of the total amount available of 0.1% to 0.25% based on the credit ratings of Cox Radio’s senior, long-term debt. Each facility also contains, among other provisions, specified requirements as to the ratio of debt to EBITDA and the ratio of EBITDA to interest expense. At June 30, 2001, Cox Radio was in compliance with the covenants. At June 30, 2001, Cox Radio had approximately $305 million of outstanding indebtedness under the five-year facility with $45 million available, and no amounts outstanding under the 364-day facility with $350 million available. The interest rate applied to amounts due under the bank credit facilities was 4.695% at June 30, 2001. At December 31, 2000, Cox Radio had approximately $350 million of outstanding indebtedness under the five-year facility with no additional amounts available, and $205 million of outstanding indebtedness under the 364-day facility with $145 million available. The outstanding balance under the 364-day facility as of December 31, 2000 has been classified as long-term debt on the consolidated balance sheet as Cox Radio has the intent and ability to refinance this amount on a long-term basis. The interest rate applied to amounts due under the bank credit facilities was 7.475% at December 31, 2000. Since the interest rate is variable, the recorded balance of the credit facilities approximates fair value. See Note 6 for a discussion of Cox Radio’s interest rate swap agreements.

8

     On June 29, 2001, Cox Radio amended and restated its 364-day facility and amended its five-year facility. The 364-day facility was amended and restated to, among other things, extend the facility for another 364 days, which new term expires on June 28, 2002, and to revise the definition of interest expense. The five-year facility was amended to revise the definition of interest expense and make certain other changes.

     On May 26, 1998, Cox Radio issued and sold an aggregate of $200 million principal amount of notes in an offering exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Rule 144A thereunder, which were later exchanged for notes registered under the Securities Act. The notes consisted of $100 million principal amount of 6.25% notes due in 2003 and $100 million principal amount of 6.375% notes due in 2005. Pursuant to the Registration Rights Agreement dated as of May 26, 1998 among Cox Radio, its then wholly-owned subsidiaries WSB, Inc. and WHIO, Inc. (each a former guarantor of the notes), NationsBanc Montgomery Securities LLC, Chase Securities, Inc., and J.P. Morgan Securities, Inc., on December 14, 1998, an exchange offer was consummated pursuant to which Cox Radio exchanged $200 million principal amount of the notes originally sold on May 26, 1998, for an aggregate of $200 million principal amount of notes (the terms and form of which are the same in all material respects as the original notes, except as to restrictions on transfer) which have been registered under the Securities Act. As a result of the mergers of WSB, Inc. and WHIO, Inc. into Cox Radio, WSB, Inc. and WHIO, Inc. are no longer guarantors of the notes. As a result of the transfer of certain Federal Communications Commission licenses, permits and authorizations held by Cox Radio to CXR Holdings, Inc., a wholly-owned subsidiary of Cox Radio, CXR Holdings became a guarantor of the notes on February 1, 1999. At June 30, 2001 and December 31, 2000, the estimated fair value of these notes was approximately $201.0 million and $197.9 million, respectively, based on quoted market prices.

     On May 2, 2000, Cox Radio’s universal shelf registration statement filed on Form S-3 with the Securities and Exchange Commission was declared effective. Under the universal shelf registration statement, Cox Radio and two financing trusts sponsored by Cox Radio may from time to time offer and issue debentures, notes, bonds and other evidences of indebtedness and forward contracts in respect of any such indebtedness, shares of preferred stock, shares of Class A Common Stock, warrants, stock purchase contracts and stock purchase units of Cox Radio and preferred securities of the Cox Radio trusts for a maximum aggregate offering amount of $750 million. Unless otherwise described in future prospectus supplements, Cox Radio intends to use the net proceeds from the sale of securities registered under this universal shelf registration statement for general corporate purposes, which may include additions to working capital, the repayment or redemption of existing indebtedness and the financing of capital expenditures and acquisitions.

     In February 2001, Cox Radio issued, under its universal shelf registration statement, $250 million aggregate principal amount of 6.625% Senior Notes due 2006. Cox Radio received proceeds of approximately $248.0 million and incurred other offering expenses of approximately $0.3 million for net proceeds of approximately $247.7 million. Cox Radio used the proceeds to repay outstanding indebtedness under its credit facilities. At June 30, 2001, the estimated fair value of these notes was approximately $251.5 million based on quoted market prices.

     On June 13, 2001 Cox Radio was named as defendant in a putative class action suit filed in an amended complaint in the state court in Fulton County, Georgia, alleging violations of the federal Telephone Consumer Protection Act. The complaint seeks statutory damages in the amount of $1,500 plus attorneys’ fees, on behalf of each person “throughout the State of Georgia” who received an unsolicited pre-recorded telephone message in October 1999 delivering an “advertisement” from a Cox Radio radio station. Cox

9

Radio filed its Answer and Defenses of Defendant on July 9, 2001 and intends to defend this action vigorously, although the outcome cannot be predicted at this time.

4. GUARANTOR FINANCIAL INFORMATION

     As discussed in Note 3, CXR Holdings, Inc., a wholly-owned subsidiary of Cox Radio, is the sole guarantor of Cox Radio’s $200 million aggregate principle amount of notes due 2003 and 2005 pursuant to a full and unconditional guarantee. CXR Holdings is comprised primarily of non-operating assets, including Federal Communications Commission licenses, permits and authorizations and cash royalties. The following table sets forth condensed consolidating financial information for Cox Radio and CXR Holdings as of June 30, 2001 and December 31, 2000 and for the three and six month periods ended June 30, 2001 and 2000.

	As of June 30, 2001
	Cox Radio			CXR Holdings		Eliminations			Total
	(Amounts in thousands)
Total assets	$	2,325,426		$	720,632	$	(722,781	)	$	2,323,277
Total liabilities	$	1,283,533		$	—	$	—		$	1,283,533
Total shareholders’ equity	$	1,041,893		$	720,632	$	(722,781	)	$	1,039,744
	Three months ended June 30, 2001
	Cox Radio			CXR Holdings		Eliminations			Total
	(Amounts in thousands)
Net revenues	$	107,871		$	—	$	—		$	107,871
Costs and expenses		80,984			4,320		—			85,304
Other income (expense)		(30,368	)		17,922		—			(12,446	)
Income tax expense		4,450			—		—			4,450
Net (loss) income	$	(7,931	)	$	13,602	$	—		$	5,671
	Six months ended June 30, 2001
	Cox Radio			CXR Holdings		Eliminations			Total
	(Amounts in thousands)
Net revenues	$	194,396		$	—	$	—		$	194,396
Costs and expenses		152,581			8,658		—			161,239
Other income (expense)		(57,212	)		31,626		—			(25,586	)
Income tax expense		3,257			—		—			3,257
Cumulative effect of accounting change, net of tax		(787	)		—		—			(787	)
Net income	$	(19,441	)	$	22,968	$	—		$	3,527

10

	As of December 31, 2000
	Cox Radio			CXR Holdings		Eliminations			Total
	(Amounts in thousands)
Total assets	$	2,344,882		$	647,347	$	(674,407	)	$	2,317,822
Total liabilities	$	1,284,064		$	—	$	—		$	1,284,064
Total shareholders’ equity	$	1,060,818		$	647,347	$	(674,407	)	$	1,033,758
	Three months ended June 30, 2000
	Cox Radio			CXR Holdings		Eliminations			Total
	(Amounts in thousands)
Net revenues	$	95,669		$	—	$	—		$	95,669
Costs and expenses		66,291			2,404		—			68,695
Other income (expense)		(19,790	)		15,715		—			(4,075	)
Income tax expense		9,432			—		—			9,432
Net income	$	156		$	13,311	$	—		$	13,467
	Six months ended June 30, 2000
	Cox Radio			CXR Holdings		Eliminations			Total
	(Amounts in thousands)
Net revenues	$	171,547		$	—	$	—		$	171,547
Costs and expenses		77,636			4,960		—			82,596
Other income (expense)		(36,506	)		25,900		—			(10,606	)
Income tax expense		32,010			—		—			32,010
Net income	$	25,395		$	20,940	$	—		$	46,335

5. EARNINGS PER COMMON SHARE AND CAPITAL STRUCTURE

			Three Months Ended June 30,						Six Months Ended June 30,
			2001			2000			2001			2000
			(Amounts in thousands, except						(Amounts in thousands, except
			per share data)						per share data)
Income before cumulative effect of accounting change			$	5,671		$	13,467		$	4,314		$	46,335
Cumulative effect of accounting change				—			—			(787	)		—
Net Income			$	5,671		$	13,467		$	3,527		$	46,335
Basic Net Income per Common Share
Weighted-average common shares outstanding				99,651			87,465			99,570			87,120
Income before cumulative effect of accounting change			$	0.06		$	0.15		$	0.04		$	0.53
Cumulative effect of accounting change				—			—			(0.01	)		—
	Basic net income per common share		$	0.06		$	0.15		$	0.03		$	0.53
Diluted Net Income per Common Share
Weighted-average common shares outstanding – basic				99,651			87,465			99,570			87,120
		Shares issuable on exercise of dilutive options		1,065			1,490			1,065			1,490
		Shares assumed to be purchased with proceeds of options		(716	)		(950	)		(727	)		(948	)
		Shares issuable pursuant to Employee Stock Purchase Plan		229			229			229			229
		Shares assumed to be purchased with proceeds from Employee Stock Purchase Plan		(23	)		(86	)		(24	)		(85	)
Shares applicable to diluted net income per common share				100,206			88,148			100,113			87,806
Income before cumulative effect of accounting change			$	0.06		$	0.15		$	0.04		$	0.53
Cumulative effect of accounting change				—			—			(0.01	)		—
	Diluted net income per common share		$	0.06		$	0.15		$	0.03		$	0.53

11

     On February 7, 2000, Cox Radio announced that its Board of Directors approved a three-for-one stock split. The stock split resulted in a decrease in par value of each share, including shares of preferred stock (authorized with no shares currently outstanding), from $1.00 to $0.33 per share. At the 2000 Annual Meeting of Stockholders, the stockholders voted to amend Cox Radio’s Certificate of Incorporation to increase the authorized (a) Class A Common Stock from 70,000,000 to 210,000,000 shares; (b) Class B Common Stock from 45,000,000 to 135,000,000 shares; and (c) preferred stock from 5,000,000 to 15,000,000 shares. The stock split was effected by a distribution on May 19, 2000 to stockholders of record on May 12, 2000. All financial information contained herein has been adjusted to reflect the impact of this stock split.

     On June 27, 2000, Cox Radio consummated a public offering of 8,800,000 shares of its Class A Common Stock pursuant to its universal shelf registration statement and completed a concurrent private placement of 3,591,954 shares of Class A Common Stock directly to Cox Enterprises at the public offering price per share, less underwriting discounts and commissions. Cox Radio received net proceeds of approximately $344.2 million from this offering, which was used to partially finance acquisitions, repay outstanding indebtedness and for general corporate purposes.

6. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

     The nature of Cox Radio’s financing activities at times necessitates the use of derivative instruments to manage various market risks related to interest rates. Accordingly, Cox Radio has three interest rate swap agreements outstanding as of June 30, 2001 which are used to manage its exposure to the variability of future cash flows related to certain of its floating rate interest obligations that may result due to changes in interest rates. The counterparties to these interest rate swap agreements are a diverse group of major financial institutions. Cox Radio is exposed to credit loss in the event of nonperformance by these counterparties. However, Cox Radio does not anticipate nonperformance by these counterparties nor would Cox Radio expect any such loss to be material.

     Prior to June 27, 2000, Cox Radio accounted for the interest rate swap agreements as hedges. In connection with the offering of Class A Common Stock as discussed in Note 5, Cox Radio used a portion of the net proceeds from the offering to repay all amounts then outstanding under its bank credit facility. As the interest rate swap agreements were no longer matched with existing debt, Cox Radio recorded a non-cash mark-to-market unrealized gain as of June 30, 2000 of $2.2 million, which represents the fair value of the interest rate swap agreements at that date. On August 4, 2000, Cox Radio redesignated these interest rate swap agreements as hedges of floating rate borrowings under the new revolving credit facilities, dated June 30, 2000, discussed above. Concurrently with the redesignation of these swaps, Cox Radio recorded a non-cash, mark-to-market unrealized loss of $0.6 million, which represented the difference in the fair value of the interest rate swap agreements from June 30, 2000 to August 4, 2000.

     On January 1, 2001, Cox Radio adopted Statement of Financial Accounting Standards (“SFAS”) No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities — Deferral of the Effective Date of FASB Statement No. 133, and SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities. SFAS No. 133 requires all derivative instruments to be measured at fair value and recognized as either assets or liabilities. In addition, all derivative instruments used in hedging relationships must be designated, reassessed and documented pursuant to the provisions of SFAS No. 133.

     Under SFAS No. 133, the accounting for changes in the fair value of derivative instruments at each new measurement date is dependent upon their intended use. The effective portion of changes in the fair value of derivative instruments designated as hedges of forecasted transactions, referred to as cash flow hedges, are deferred and recorded as a component of accumulated other comprehensive income until the hedged forecasted transactions occur and are recognized in earnings. The ineffective portion of changes in the fair value of derivative instruments designated as cash flow hedges are immediately recognized in earnings. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense.

12

     Cox Radio’s three interest rate swap agreements qualify as cash flow hedges, and upon adoption of SFAS No. 133 Cox Radio recognized a one-time after-tax transition adjustment to reduce earnings and increase accumulated other comprehensive loss by approximately $0.8 million and $0.7 million, respectively. These amounts have been presented as a cumulative effect of change in accounting principle, net of tax, in the Consolidated Statement of Income and Shareholders’ Equity for the six months ended June 30, 2001. The portion of the transition adjustment affecting earnings relates to the previously recorded fair value of the derivatives.

     During the three and six month periods ended June 30, 2001, there was no ineffective portion related to the changes in fair value of the interest rate swap agreements and there were no amounts excluded from the measure of effectiveness. In addition, of the $0.7 million recorded as an increase in accumulated other comprehensive loss on January 1, 2001, approximately $76,000, before related income tax effects of approximately $33,000, was reclassified into earnings as interest expense during each of the first two quarters of 2001. The balance of $1.1 million recorded in accumulated other comprehensive loss at June 30, 2001 is expected to be reclassified into future earnings, contemporaneously with and offsetting changes in interest expense on certain of Cox Radio’s floating rate interest obligations. The estimated amount to be reclassified into future earnings as interest expense over the twelve months ending June 30, 2002 is approximately $0.3 million, before related income tax effects of approximately $0.1 million. The actual amount that will be reclassified to future earnings over the next twelve months may vary from this amount as a result of changes in market conditions related to interest rates.

     At June 30, 2001, $75 million notional principal amount of the interest rate swap agreements were outstanding at an average rate of 6.28% per annum having an average maturity of 4 years. The estimated fair value of the interest rate swap agreements, based on current market rates, approximated a net payable of $2.1 million at June 30, 2001, and a net payable of $1.2 million at December 31, 2000. The fair value of the swap agreements at June 30, 2001 is included in other long-term liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS

     In July 2001, Statement of Financial Accounting Standards (SFAS) No. 141, “Business Combinations” was issued by the Financial Accounting Standards Board (FASB). SFAS No. 141 requires the purchase method of accounting for all business combinations initiated after June 30, 2001 and broadens the criteria for recording intangible assets separate from goodwill.

     In July 2001, the FASB issued SFAS No. 142, “Accounting for Goodwill and Other Intangible Assets,” which is effective for fiscal years beginning after December 15, 2001. SFAS No. 142 continues to require the recognition of goodwill and other intangibles as assets but does not permit amortization of goodwill and certain intangible assets with indefinite useful lives, such as FCC licenses, as previously required by Accounting Principles Board Opinion No. 17. The standard also establishes a new method of testing goodwill and other intangible assets for impairment. Goodwill is to be allocated to reporting units, and goodwill and non-amortizing intangible assets must be tested for impairment annually. The amount of goodwill or other intangible assets determined to be impaired would be expensed to current operations. Cox Radio is currently assessing, but has not determined, the impact that this statement will have on the Company’s financial position or results of operations.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with the accompanying unaudited historical Consolidated Statements of Income for the three- and six-month periods ended June 30, 2001 and 2000.

     This report contains “forward-looking” statements, which are statements that relate to Cox Radio’s future plans, earnings, objectives, expectations, performance, and similar projections, as well as any facts or assumptions underlying these statements or projections. Actual results may differ materially from the results expressed or implied in these forward-looking statements, due to various risks, uncertainties or other factors. These factors include competition within the radio broadcasting industry, advertising demand in our markets, competition for audience share, our success in executing and integrating acquisitions, our ability to execute our Internet strategy effectively, and our ability to generate sufficient cash flow to meet our debt service obligations and finance operations. For a more detailed discussion of these and other risk factors, see the Risk Factors section of Cox Radio’s Annual Report on Form 10-K for the year ended December 31, 2000. Cox Radio assumes no responsibility to update any forward-looking statements as a result of new information, future events or otherwise.

GENERAL

     Cox Radio is a leading national radio broadcast company whose business is acquiring, developing and operating radio stations located throughout the United States. Cox Enterprises indirectly owns approximately 62% of the common stock of Cox Radio and has approximately 94% of the voting power of Cox Radio.

     The performance of a radio station group such as Cox Radio is customarily measured by its ability to generate Broadcast Cash Flow, EBITDA and After-tax Cash Flow. Broadcast Cash Flow is net revenues less station operating expenses. EBITDA is operating income excluding the gain on sales of assets and radio stations plus depreciation and amortization. After-tax Cash Flow is net income plus depreciation and amortization, and adjusted for non-recurring items. Although Broadcast Cash Flow, EBITDA and After-tax Cash Flow are not recognized under accounting principles generally accepted in the United States of America, they are accepted by the broadcasting industry as generally recognized measures of performance and are used by analysts who report publicly on the condition and performance of broadcasting companies. For the foregoing reasons, Cox Radio believes that these measures will be useful to investors. However, Broadcast Cash Flow, EBITDA or After-tax Cash Flow should not be considered an alternative to operating income or cash flows from operating activities (as a measure of liquidity), each as determined in accordance with accounting principles generally accepted in the United States of America, or an indicator of Cox Radio’s performance under accounting principles generally accepted in the United States of America.

     The primary source of Cox Radio’s revenues is the sale of local and national advertising. Historically, approximately 72% and 23% of Cox Radio’s net revenues have been generated from local and national advertising, respectively. Cox Radio’s most significant station operating expenses are employees’ salaries and benefits, commissions, programming expenses and advertising and promotional expenditures.

     Cox Radio’s revenues vary throughout the year. As is typical in the radio broadcasting industry, Cox Radio’s revenues and broadcast cash flows are typically lowest in the first quarter and higher in the second and fourth quarters. Cox Radio’s operating results in any period may be affected by the incurrence of advertising and promotional expenses that do not necessarily produce commensurate revenues until the impact of the advertising and promotion is realized in future periods.

14

ACQUISITIONS AND DISPOSITIONS

     During the past several years, Cox Radio has actively managed its portfolio of radio stations through selected acquisitions, dispositions and exchanges, as well as through the use of local marketing agreements, or LMAs, and joint sales agreements, or JSAs. Under an LMA or a JSA, the company operating a station provides programming or sales and marketing or a combination of such services on behalf of the owner of a station. The broadcast revenues and operating expenses of stations operated by Cox Radio under LMAs and JSAs have been included in Cox Radio’s operations since the respective dates of such agreements.

     The following acquisition and disposition activity has been entered into or consummated during the six months ended June 30, 2001 and through July 12, 2001. All acquisitions discussed below have been accounted for using the purchase method. As such, the results of operations of the acquired stations have been included in the results of operations from the date of acquisition.

     In February 2001, Cox Radio acquired WDYL-FM serving Richmond, Virginia and WJMZ-FM and WHZT-FM (formerly WPEK-FM) serving Greenville, South Carolina for a total of $52.5 million.

     In February 2001, Cox Radio entered into a joint sales agreement to provide sales and marketing services for WARV-FM serving Richmond, Virginia. In addition, Cox Radio is a guarantor of the owner’s financing for the acquisition of this station.

     In February 2001, Cox Radio disposed of WHOO-AM serving Orlando, Florida for $5 million resulting in a pretax gain of approximately $2.4 million.

     In May 2001, Cox Radio disposed of the assets of KGTO-AM serving Tulsa, Oklahoma for $0.5 million.

     In July 2001, Cox Radio disposed of the assets of WVBB-AM (formerly WTVR-AM) serving Richmond, Virginia for $0.7 million.

RESULTS OF OPERATIONS

Three months ended June 30, 2001 compared to three months ended June 30, 2000

     Net revenues for the second quarter of 2001 increased $12.2 million to $107.9 million, a 12.8% increase over the second quarter of 2000. This increase was primarily a result of the acquisition of radio stations in Atlanta, Georgia; Miami, Florida; Greenville, South Carolina; Houston, Texas; and Richmond, Virginia. In addition there were increases in net revenues at the existing stations in Atlanta, Georgia; Orlando, Florida; and San Antonio, Texas, which were realized as a result of strong ratings performance.

     Station operating expenses increased $6.6 million to $64.3 million, an increase of 11.4% over the second quarter of 2000. This increase was primarily a result of the acquisition of radio stations in Atlanta, Georgia; Miami, Florida; Greenville, South Carolina; Houston, Texas; and Richmond, Virginia, and higher programming and sales-related costs, which are driven by ratings and revenues, respectively.

     Broadcast cash flow increased $5.6 million to $43.5 million, a 14.9% increase over the second quarter of 2000, for the reasons discussed above.

     Corporate general and administrative expenses increased $0.4 million to $3.6 million primarily due to higher overhead costs incurred as a result of the increase in number of stations owned and/or operated in 2001.

     Operating income decreased $4.4 million to $22.6 million for the second quarter of 2001, primarily as a result of increased depreciation and amortization charges recorded in 2001 as a result of prior and current year acquisition activity and for the reasons discussed above.

15

     Interest expense during the second quarter of 2001 totaled $12.5 million, as compared to second quarter 2000 of $7.2 million, as a result of borrowings incurred to complete Cox Radio’s acquisitions during the last half of 2000.

     Net income for the second quarter of 2001 was $5.7 million, as compared to net income of $13.5 million for the second quarter of 2000, primarily for the reasons discussed above.

Six months ended June 30, 2001 compared to six months ended June 30, 2000

     Net revenues for the first six months of 2001 increased $22.8 million to $194.4 million, a 13.3% increase over the first six months of 2000. This increase was primarily a result of the acquisition of radio stations in Atlanta, Georgia; Miami, Florida; Greenville, South Carolina; Houston, Texas; and Richmond, Virginia. In addition there were increases in net revenues at the existing stations in Atlanta, Georgia; Orlando, Florida; and San Antonio, Texas, which were realized as a result of strong ratings performance.

     Station operating expenses increased $14.1 million to $121.0 million, an increase of 13.1% over the first six months of 2000. This increase was primarily a result of the acquisition of radio stations in Atlanta, Georgia; Miami, Florida; Greenville, South Carolina; Houston, Texas; and Richmond, Virginia, and higher programming and sales-related costs, which are driven by ratings and revenues, respectively.

     Broadcast cash flow increased $8.8 million to $73.4 million, a 13.6% increase over the first six months of 2000, for the reasons discussed above.

     Corporate general and administrative expenses increased $1.2 million to $7.2 million primarily due to higher overhead costs incurred as a result of the increase in number of stations owned and/or operated in 2001.

     Operating income decreased $55.8 million to $33.2 million for the first six months of 2001, primarily as a result of a $46.6 million pre-tax gain on the sale of KACE-FM and KRTO-FM in Los Angeles, California in the first six months of 2000, increased depreciation and amortization charges recorded in 2001 as a result of prior and current year acquisition activity and for the reasons discussed above.

     Interest expense during the first six months of 2001 totaled $26.6 million, as compared to $14.1 million for the first six months of 2000, as a result of borrowings incurred to complete Cox Radio’s acquisitions during the last half of 2000.

     Net income for the first six months of 2001 was $3.5 million, as compared to net income of $46.3 million for the first six months of 2000, primarily for the reasons discussed above and a $0.8 million charge for the cumulative effect of accounting change recorded upon adoption of SFAS No. 133.

LIQUIDITY AND CAPITAL RESOURCES

     Cox Radio’s primary source of liquidity is cash provided by operations. Historically, cash requirements have been funded by Cox Radio’s operating activities and through borrowings under Cox Radio’s bank credit facilities. In addition, daily cash requirements have been funded through intercompany advances from Cox Enterprises under a revolving credit facility. Cox Radio’s borrowings under the Cox Enterprises revolving credit facility are typically repaid within 30 days and accrue interest at Cox Enterprises’ commercial paper rate plus .40%. Cox Enterprises continues to perform day-to-day cash management services for Cox Radio. Cox Radio had approximately $0.8 million in amounts due to Cox Enterprises at June 30, 2001 and $17.3 million in amounts due from Cox Enterprises at December 31, 2000. For the six months ended June 30, 2001, as compared to the six months ended June 30, 2000, cash from operations increased $8.5 million to $34.0 million, primarily attributable to the net change in working capital accounts.

16

     On June 27, 2000, Cox Radio repaid all amounts previously outstanding under its $300 million, five-year, senior, unsecured revolving credit facility with a portion of the net proceeds from the offering of Cox Radio’s Class A Common Stock, as discussed in Note 5. On June 30, 2000, Cox Radio replaced its $300 million, five-year, senior, unsecured revolving credit facility, with a $350 million, five-year, senior, unsecured revolving credit facility and a $350 million, 364-day, senior, unsecured revolving credit facility, each with certain banks, including The Chase Manhattan Bank as the Administrative Agent, Bank of America, N.A. as the Syndication Agent, and Citibank, N.A. as the Documentation Agent. The interest rate for each facility is based on the Federal funds borrowing rate plus 0.5%; the London Interbank Offered Rate plus a spread based on the credit ratings of Cox Radio’s senior, long-term debt; or the bid rate for the purchase of certificates of deposit of equal principal amount and maturity plus a spread based on the credit ratings of Cox Radio’s senior, long-term debt. Each facility includes a commitment fee on the unused portion of the total amount available of 0.1% to 0.25% based on the credit ratings of Cox Radio’s senior, long-term debt. Each facility also contains, among other provisions, specified requirements as to the ratio of debt to EBITDA and the ratio of EBITDA to interest expense. At June 30, 2001, Cox Radio was in compliance with the covenants. At June 30, 2001, Cox Radio had approximately $305 million of outstanding indebtedness under the five-year facility with $45 million available, and no amounts outstanding under the 364-day facility with $350 million available. The interest rate applied to amounts due under the bank credit facilities was 4.695% at June 30, 2001. At December 31, 2000, Cox Radio had approximately $350 million of outstanding indebtedness under the five-year facility with no additional amounts available, and $205 million of outstanding indebtedness under the 364-day facility with $145 million available. The outstanding balance under the 364-day facility as of December 31, 2000 has been classified as long-term debt on the consolidated balance sheet as Cox Radio has the intent and ability to refinance this amount on a long-term basis. The interest rate applied to amounts due under the bank credit facilities was 7.475% at December 31, 2000. Since the interest rate is variable, the recorded balance of the credit facilities approximates fair value.

     On June 29, 2001, Cox Radio amended and restated its 364-day facility and amended its five-year facility. The 364-day facility was amended and restated to, among other things, extend the facility for another 364 days, which new term expires on June 28, 2002, and revise the definition of interest expense. The five-year facility was amended to revise the definition of interest expense and make certain other changes.

     On May 26, 1998, Cox Radio issued and sold an aggregate of $200 million principal amount of notes in an offering exempt from registration under the Securities Act, pursuant to Rule 144A thereunder, which were later exchanged for notes registered under the Securities Act. The notes consisted of $100 million principal amount of 6.25% notes due in 2003 and $100 million principal amount of 6.375% notes due in 2005. Pursuant to the Registration Rights Agreement dated as of May 26, 1998 among Cox Radio, its then wholly-owned subsidiaries WSB, Inc. and WHIO, Inc. (each a former guarantor of the notes), NationsBanc Montgomery Securities LLC, Chase Securities, Inc., and J.P. Morgan Securities, Inc., on December 14, 1998, an exchange offer was consummated pursuant to which Cox Radio exchanged $200 million principal amount of the notes originally sold on May 26, 1998, for an aggregate of $200 million principal amount of notes (the terms and form of which are the same in all material respects as the original notes, except as to restrictions on transfer) which have been registered under the Securities Act. As a result of the mergers of WSB, Inc. and WHIO, Inc. into Cox Radio, WSB, Inc. and WHIO, Inc. are no longer guarantors of the notes. As a result of the transfer of certain Federal Communications Commission licenses, permits and authorizations held by Cox Radio to CXR Holdings, Inc., a wholly-owned subsidiary of Cox Radio, CXR Holdings became a guarantor of the notes on February 1, 1999. At June 30, 2001 and December 31, 2000, the estimated fair value of these notes was approximately $201.0 million and $197.9 million, respectively, based on quoted market prices.

     The nature of Cox Radio’s financing activities at times necessitates the use of derivative instruments to manage various market risks related to interest rates. Accordingly, Cox Radio has three interest rate swap agreements outstanding as of June 30, 2001 which are used to manage its exposure to the variability of future cash flows related to certain of its floating rate interest obligations that may result due to changes in interest rates. The counterparties to these interest rate swap agreements are a diverse group of major financial institutions. Cox Radio is exposed to credit loss in the event of nonperformance by these counterparties. However, Cox Radio does not anticipate nonperformance by these counterparties nor would Cox Radio expect any such loss to be material.

17

     Prior to June 27, 2000, Cox Radio accounted for the interest rate swap agreements as hedges. In connection with the offering of Class A Common Stock as discussed in Note 5 of the consolidated financial statements, Cox Radio used a portion of the net proceeds from the offering to repay all amounts then outstanding under its bank credit facility. As the interest rate swap agreements were no longer matched with existing debt, Cox Radio recorded a non-cash mark-to-market unrealized gain as of June 30, 2000 of $2.2 million, which represents the fair value of the interest rate swap agreements at that date. On August 4, 2000, Cox Radio redesignated these interest rate swap agreements as hedges of floating rate borrowings under the new revolving credit facilities, dated June 30, 2000, as discussed above. Concurrent with the redesignation of these swaps, Cox Radio recorded a non-cash, mark-to-market unrealized loss of $0.6 million, which represented the difference in the fair value of the interest rate swap agreements from June 30, 2000 to August 4, 2000. Concurrent with the adoption of SFAS No. 133 in January 2001, Cox Radio formally designated these agreements as cash flow hedges as discussed in Note 6 to the consolidated financial statements. At June 30, 2001, $75 million notional principal amount of the interest rate swap agreements were outstanding at an average rate of 6.28% per annum having an average maturity of 4 years. The estimated fair value of the interest rate swap agreements, based on current market rates, approximated a net payable of $2.1 million at June 30, 2001, and a net payable of $1.2 million at December 31, 2000. The fair value of the swap agreements at June 30, 2001 is included in other long-term liabilities in the consolidated financial statements.

     On May 2, 2000, Cox Radio’s universal shelf registration statement filed on Form S-3 with the Securities and Exchange Commission was declared effective. Under the universal shelf registration statement, Cox Radio and two financing trusts sponsored by Cox Radio may from time to time offer and issue debentures, notes, bonds and other evidences of indebtedness and forward contracts in respect of any such indebtedness, shares of preferred stock, shares of Class A Common Stock, warrants, stock purchase contracts and stock purchase units of Cox Radio and preferred securities of the Cox Radio trusts for a maximum aggregate offering amount of $750 million. Unless otherwise described in future prospectus supplements, Cox Radio intends to use the net proceeds from the sale of securities registered under this universal shelf registration statement for general corporate purposes, which may include additions to working capital, the repayment or redemption of existing indebtedness and the financing of capital expenditures and acquisitions.

     In February 2001, Cox Radio issued, under its universal shelf registration statement, $250 million aggregate principal amount of 6.625% Senior Notes due 2006. Cox Radio received proceeds of approximately $248.0 million and incurred other offering expenses of approximately $0.3 million for net proceeds of approximately $247.7 million. Cox Radio used the proceeds to repay outstanding indebtedness under its credit facilities. At June 30, 2001, the estimated fair value of these notes was approximately $251.5 million based on quoted market prices.

     Future cash requirements are expected to include capital expenditures, principal and interest payments on indebtedness and funds for acquisitions. Cox Radio expects its operations to generate sufficient cash to meet its capital expenditures and debt service requirements. Additional cash requirements, including funds for pending or other acquisitions, will be funded from various sources, including the proceeds from bank financing and, if or when appropriate, other issuances of securities by Cox Radio.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     Cox Radio is exposed to a number of market risks in the ordinary course of business. Cox Radio’s primary market risk exposure pertains to changes in interest rates.

     Cox Radio has examined exposures to these risks and concluded that none of the exposures in these areas are material to cash flows or earnings. We have engaged in several strategies to manage these market risks. Our indebtedness under our various financing arrangements creates interest rate risk. In connection with each debt issuance and as a result of continual monitoring of interest rates, Cox Radio has entered into interest rate swap agreements for purposes of managing borrowing costs.

     Pursuant to the interest rate swap agreements, Cox Radio has exchanged its floating rate interest obligations on an aggregate of $75 million in notional principal amount. These agreements have an average fixed rate of 6.28% per annum and an average remaining maturity of 4 years. Concurrent with the adoption of SFAS No. 133 in January 2001, Cox Radio formally designated these agreements as cash flow hedges as discussed in Note 6 to the consolidated financial statements. The notional amounts with respect to these interest rate swaps do not quantify risk or represent assets or liabilities of Cox Radio, but are used in the determination of cash settlements under the interest rate swap agreements. Cox Radio is exposed to a credit loss in the event of nonperformance of the counterparties to the interest rate swap agreements. However, Cox Radio does not anticipate nonperformance by such counterparties, and no material loss would be expected in the event of the counterparties’ nonperformance. The estimated fair value of these swap agreements, based on current market rates, approximated a net payable of $2.1 million at June 30, 2001, and a net payable of $1.2 million at December 31, 2000. The fair value of the swap agreements at June 30, 2001 is included in other long-term liabilities pursuant to the adoption of SFAS No. 133 as discussed in Note 6 to the consolidated financial statements.

     The estimated fair value of Cox Radio’s fixed-rate debt instruments at June 30, 2001 was $452.5 million, compared to a carrying amount of $449.4 million. The estimated fair value of Cox Radio’s fixed-rate debt instruments at December 31, 2000 was $197.9 million, compared to a carrying amount of $199.8 million. In addition, the effect of a hypothetical one percentage point decrease in interest rates would increase the estimated fair value of the fixed-rate debt instruments from $452.5 million to $467.9 million at June 30, 2001 and from $197.9 million to $206.3 million at December 31, 2000.

     The estimated fair values of debt instruments are based on discounted cash flow analyses using Cox Radio’s incremental borrowing rate for similar types of borrowing arrangements and dealer quotations. The revolving credit facilities and Cox Enterprises borrowings bear interest at current market rates and, thus, approximate fair value. Cox Radio is exposed to interest rate volatility with respect to the foregoing variable rate debt instruments.

     With respect to financial instruments, Cox Radio has estimated the fair values of such instruments using available market information and appropriate valuation methodologies. Considerable judgment, however, is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that Cox Radio would realize in a current market exchange.

19

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     On June 13, 2001 Cox Radio was named as defendant in a putative class action suit filed in an amended complaint in the state court in Fulton County, Georgia, alleging violations of the federal Telephone Consumer Protection Act. The complaint seeks statutory damages in the amount of $1,500 plus attorneys’ fees, on behalf of each person “throughout the State of Georgia” who received an unsolicited pre-recorded telephone message in October 1999 delivering an “advertisement” from a Cox Radio radio station. Cox Radio filed its Answer and Defenses of Defendant on July 9, 2001 and intends to defend this action vigorously, although the outcome cannot be predicted at this time.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Cox Radio held its Annual Meeting of Stockholders on May 23, 2001. Three matters were voted upon at the meeting: (a) the election of a Board of Directors of eight members to serve until the 2002 Annual Meeting or until their successors are duly elected and qualified; (b) approval of the adoption of Cox Radio’s Amended and Restated Long-Term Incentive Plan; and (c) ratification of the appointment of Deloitte & Touche LLP, independent certified public accountants, as Cox Radio’s independent auditors for the fiscal year ending December 31, 2001.

     The following directors were elected and they received the votes indicated:

Nominee	Votes in Favor		Votes Withheld
David E. Easterly		623,151,702		508,581
Ernest D. Fears, Jr.		623,172,160		488,123
Richard A. Ferguson		620,270,622		3,389,661
Paul M. Hughes		623,174,247		486,036
James C. Kennedy		621,255,444		2,404,839
Marc W. Morgan		620,457,150		3,203,133
Robert F. Neil		619,979,513		3,680,770
Nicholas D. Trigony		622,217,223		1,443,060

     The Amended and Restated Long-Term Incentive Plan was approved with 608,973,997 votes in favor, 11,452,266 votes opposed to, and 114,648 abstentions.

     Ratification of Deloitte & Touche LLP as independent auditors for the fiscal year ending December 31, 2001 was approved with 623,447,319 votes in favor, 58,056 votes opposed to, and 154,908 abstentions.

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

     Listed below are the exhibits which are filed as part of this Report (according to the number assigned to them in Item 601 of Regulation S-K):

Exhibit
Number		Description
(1) 2.1	—	Asset Exchange Agreement dated August 30, 1999 by and among Cox Radio, Inc. and AMFM Inc.
(2) 2.2	—	Letter dated as of August 30, 1999 by and among Cox Radio, Inc. and AMFM Inc.
(3) 2.3	—	Merger Agreement dated March 14, 2000 by and among Marlin Broadcasting, Inc., Cox Radio, Inc., Cox Miami Merger Sub, Inc. and Marlin Broadcasting, LLC.
(4) 2.4	—	Asset Purchase Agreement dated March 3, 2000 by and among Clear Channel Broadcasting, Inc., Clear Channel Broadcasting Licenses, Inc., Citicasters Co., Capstar Radio Operating Company, Capstar TX Limited Partnership, AMFM Texas Broadcasting, L.P., AMFM Texas Licenses Limited Partnership, Cox Radio, Inc. and CXR Holdings, Inc.
(5) 2.5	—	Asset Exchange Agreement dated as of May 31, 2000 by and among Cox Radio, Inc., CXR Holdings, Inc., Salem Communications Corporation and South Texas Broadcasting, Inc.
(6) 2.6	—	Letter dated May 31, 2000 by and among Cox Radio, Inc., CXR Holdings, Inc., Salem Communications Corporation and South Texas Broadcasting, Inc.
(7) 2.7	—	Letter dated June 7, 2000 by and among Cox Radio, Inc., CXR Holdings, Inc., Salem Communications Corporation and South Texas Broadcasting, Inc.
(8) 2.8	—	Stock Purchase Agreement dated as of June 7, 2000 by and among Midwestern Broadcasting Company, Inc., the stockholders of Midwestern Broadcasting Company, Inc. and Cox Radio, Inc.
(9) 2.9	—	Asset Purchase Agreement dated November 8, 2000 between and among Cox Radio, Inc., CXR Holdings, Inc. and Radio One, Inc.
(10) 3.1	—	Amended and Restated Certificate of Incorporation of Cox Radio, Inc.
(10) 3.2	—	Amended and Restated Bylaws of Cox Radio, Inc.
(11) 10.1	—	Cox Radio, Inc. Amended and Restated Long-Term Incentive Plan.
10.2	—	Amended and Restated 364-Day Credit Agreement dated as of June 29, 2001 among Cox Radio, Inc., the Banks party thereto, The Chase Manhattan Bank, as Administrative Agent, Bank of America, N.A., as Syndication Agent, and Citibank, N.A., as Documentation Agent.
10.3	—	First Amendment dated as of June 29, 2001 to the Five-Year Credit Agreement dated as of June 30, 2000 among Cox Radio, Inc., the Banks party thereto, The Chase Manhattan Bank, as Administrative Agent, Bank of America, N.A., as Syndication Agent, and Citibank, N.A., as Documentation Agent.

(1)	Incorporated by reference to Exhibit 99.1 of Cox Radio’s Report on Form 8-K dated September 17, 1999.
(2)	Incorporated by reference to Exhibit 99.2 of Cox Radio’s Report on Form 8-K dated September 17, 1999.
(3)	Incorporated by reference to Exhibit 2.2 of Cox Radio’s Report on Form 8-K dated April 19, 2000.
(4)	Incorporated by reference to Exhibit 2.3 of Cox Radio’s Report on Form 8-K dated April 19, 2000.
(5)	Incorporated by reference to Exhibit 10.5 of Cox Radio’s Report on Form 10-Q for the period ending June 30, 2000.

21

(6)	Incorporated by reference to Exhibit 10.6 of Cox Radio’s Report on Form 10-Q for the period ending June 30, 2000.
(7)	Incorporated by reference to Exhibit 10.7 of Cox Radio’s Report on Form 10-Q for the period ending June 30, 2000.
(8)	Incorporated by reference to Exhibit 10.8 of Cox Radio’s Report on Form 10-Q for the period ending June 30, 2000.
(9)	Incorporated by reference to Exhibit 2.9 of Cox Radio’s Report on Form 10-Q for the period ending September 30, 2000.
(10)	Incorporated by reference to the corresponding exhibit of Cox Radio’s Registration Statement on Form S-1 (Commission File No. 333-08737).
(11)	Incorporated by reference to Appendix B of Cox Radio’s Definitive Proxy Statement on Schedule 14A dated March 29, 2001. (Management contract or compensatory plan.)

(b)           Reports on Form 8-K

         None

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Cox Radio, Inc.
August 9, 2001	/s/ Neil O. Johnston
	Neil O. Johnston
	Vice President and Chief Financial
	Officer (Principal Financial Officer,
	Principal Accounting Officer and
	duly authorized officer)

23 EX-10.2 3 g70796ex10-2.txt AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT 1 Exhibit 10.2 EXECUTION COPY AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of June 29, 2001 (this "2001 Amendment and Restatement"), among Cox Radio, Inc., the banks party hereto (the "Banks"), The Chase Manhattan Bank, as administrative agent, Citibank, N.A. and Mizuho Bank, as documentation agents (the "Documentation Agents") and Bank of America, N.A. and Fleet National Bank, as syndication agents (the "Syndication Agents"). A. On June 30, 2000, the Company, certain of the Banks and the Administrative Agent entered into a 364-Day Credit Agreement in an aggregate principal amount of $350,000,000 (the "Credit Agreement"). B. The parties hereto have agreed, subject to the terms and conditions hereof, to amend and restate the Credit Agreement as set forth herein on the terms and subject to the conditions provided herein. C. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. SECTION 1. (a) Amendment and Restatement. The Credit Agreement is hereby amended and restated in the form of an Amended and Restated Credit Agreement dated as of the date hereof, the terms of which shall be identical to the terms of the Credit Agreement except as expressly provided in this Section. (b) Amendment to Article I. Article I of the Credit Agreement is hereby amended by: (i) Adding in the appropriate alphabetical order the following definitions: ""Indexed Securities" means securities or financial contracts of the Company issued and out standing from time to time whose fair value is derived from an index, such as the trading price of another referenced security." ""Termination Date" shall mean June 28, 2002." (ii) Deleting the definition of "Agent's Fee Letter" and substituting therefor the following: ""Agent's Fee Letter" shall mean the fee letter dated as of June 21, 2001, among Chase, J.P. Morgan Securities Inc. ("JPMorgan") and the Company." 2 (iii) Deleting the definition of "CSI" and substituting therefor in alphabetical order the following: ""JPMorgan" shall have the meaning set forth in the definition of "Agent's Fee Letter" under this Agreement." (iv) Deleting the definition of "Cox Family" and substituting therefor the following: ""Cox Family" shall include those certain trusts commonly referred to as the Dayton-Cox Trust A, the Barbara Cox Anthony Atlanta Trust, the Anne Cox Chambers Atlanta Trust, the Estate of James M. Cox, Jr., Barbara Cox Anthony, Garner Anthony, Anne Cox Chambers, and the estates, executors and administrators, and lineal descendants of the above-named individuals, any private foundation or other charitable entity of which the above- described individuals constitute a majority of the trustees, directors or managers, and any corporation, partnership, limited liability company, trust or other entity in which the above-named trusts or above-described individuals and the estates, executors and administrators, and lineal descendants of the above-named individuals in the aggregate have a direct or indirect beneficial interest or voting control of greater than 50%." (v) Adding at the end of clause (b) of the definition of "EBITDA" the following: "(which shall exclude any effect thereon in respect of the accounting for all derivative financial instruments in accordance with GAAP, as provided in the proviso to, and the last sentence of, the definition of "Interest Expense")" (vi) Deleting the definition of "Existing Facility" and substituting therefor the following, and making a corresponding amendment to the first preamble to the Credit Agreement: ""Existing Facility" shall mean the 364-Day Credit Agreement dated as of June 30, 2000, among the Company and the banks and the agents party thereto." (vii) Adding at the end of the definition of "Interest Expense" the following: "; provided that interest expense shall exclude any effect thereon in respect of the accounting for all derivative financial instruments in accordance with GAAP, including derivative financial instruments that may be embedded in the Company's or any Restricted Subsidiary's debt securities or Indexed Securities and freestanding derivative financial instruments that may be 3 used by the Company or any Restricted Subsidiary for hedging purposes. The effect on interest expense that may be excluded in respect of the accounting for all derivative financial instruments in accordance with GAAP include: (i) entries to record noncash interest expense (or income) associated with the mark-to-market of freestanding and embedded derivative financial instruments, (ii) noncash interest expense associated with the accretion of additional debt discount that may arise from the bifurcation of derivative financial instruments embedded in the Company's or any Restricted Subsidiary's debt securities or Indexed Securities, and (iii) noncash interest expense (or income) that may arise if the Company's or any Restricted Subsidiary's hedging strategies become ineffective, as determined in accordance with GAAP." (viii) Adding at the end of the definition of "Leverage Ratio" the following: "; provided that the computation of the Leverage Ratio shall exclude any effect on the Company's or any Restricted Subsidiary's debt securities or Indexed Securities in respect of the accounting for all derivative financial instruments in accordance with GAAP, including derivative financial instruments that may be embedded in the Company's or any Restricted Subsidiary's debt securities or Indexed Securities and freestanding derivative financial instruments used by the Company or any Restricted Subsidiary for hedging purposes, but such computation shall in any event include the original principal amount and any accreted principal amount of such debt securities and Indexed Securities. The effect on the computation of the Leverage Ratio that may be excluded in respect of the accounting for all derivative financial instruments in accordance with GAAP include: (i) entries associated with the mark-to-market of all freestanding and embedded derivative financial instruments classified as a component of the Company's or any Restricted Subsidiary's debt securities or Indexed Securities in the consolidated balance sheet and (ii) entries to record and accrete additional debt discount that may arise from the bifurcation of derivative financial instruments embedded in the Company's or any Restricted Subsidiary's debt securities or Indexed Securities." (ix) Deleting the definition of "Majority Banks" and substituting therefor the following: ""Majority Banks" shall mean, for the period from the date hereof to and including the Termination Date, Banks holding at least 51% of the aggregate Commitments hereunder and, for the 4 period after the Termination Date until such time as the Revolving Loans are paid in full, Banks holding at least 51% of the aggregate principal among of Revolving Loans outstanding." (x) Deleting the definition of "Maturity Date" and substituting therefor the following: ""Maturity Date" shall mean the Termination Date, unless the Company shall give the notice of extension contemplated by Section 2.01(i), in which case the Maturity Date shall mean the fourth anniversary of the date of this Agreement." (xi) Deleting the definition of "Quarterly Date" and substituting therefor the - following: ""Quarterly Date" shall mean the last day of each March, June, September and December, beginning with September 30, 2001, or if any such date is not a Business Day, the respective Quarterly Date shall be the next succeeding Business Day." (xii) Deleting "Maturity Date" in the definitions of "Swingline Commitment" and "Swingline Maturity Date" and substituting therefor "Termination Date." (c) Amendment to Section 2.01. Section 2.01 of the Credit Agreement is hereby amended by: (i) Deleting subsection (a) thereof and substituting therefor the following: "(a) Revolving Loan Commitment. Subject to and upon the terms and conditions set forth in this Agreement, each Bank severally agrees to make Revolving Loans in Dollars to the Company on any one or more Business Days on or after the date hereof and prior to the Termination Date, up to an aggregate principal amount of Revolving Loans not exceeding at any one time outstanding an amount equal to such Bank's Commitment made to the Company, if any, minus such Bank's Swingline Loan Exposure; provided, however, that in no event shall the aggregate outstanding principal amount at any time of the Revolving Loans and the Discretionary Loans and the Swingline Loan Exposure exceed $350,000,000, as such amount may be reduced pursuant to the terms of this Agreement. Each Borrowing shall be in an aggregate amount of not less than $3,000,000 and an integral multiple of $250,000. Subject to the foregoing, each Borrowing shall be made simultaneously from the Banks according to their Pro Rata Shares of the principal amount requested for each Borrowing, and shall consist of Revolving Loans of the same type (e.g., CD Rate 5 Loans, Alternate Base Rate Loans or Eurodollar Loans) with the same Interest Period from each Bank. Within such limits and during such period, the Company may borrow, repay and reborrow under this Section 2.01(a)." (ii) Adding at the end of such Section 2.01 the following subsection (i): "(i) Extension of Maturity Date. The Company may, at its sole option, at any time not sooner than the 30th Business Day prior to the Termination Date and not later than the 15th Business Day prior to the Termination Date deliver to the Administrative Agent written notice extending the Maturity Date, in which event the Commitments shall terminate on the Termination Date but the Maturity Date for Revolving Loans outstanding on the Termination Date shall be extended to the fourth anniversary of the date of this Agreement. After the Termination Date, references in Section 2.01(e)(ii), 2.01(g)(vi), 13.03 and 13.07(c) to "Commitment" or "Commitments" shall be deemed to be references to "Loan" or "Loans", as the sense of the applicable provisions may require. Loans repaid or prepaid after the Termination Date may not be reborrowed." (d) Amendment to Exhibit 2.01(a). Exhibit 2.01(a) to the Credit Agreement is hereby amended by deleting such Exhibit 2.01(a) in its entirety and substituting therefor Exhibit 2.01(a) hereto. (e) Amendment to Section 2.06. Section 2.06 of the Credit Agreement is hereby amended by: (i) Deleting "Maturity Date" in the first and the third sentences of subsection (a) thereof and substituting therefor "Termination Date". (ii) Adding at the end of subsection (a) thereof the following sentence: "The Company hereby unconditionally promises to pay to each Bank the then unpaid principal amount of each Discretionary Loan made by such Bank on the earlier of the Maturity Date and the date on which such principal amount is due pursuant to the terms of such Discretionary Loan." (f) Amendment to Section 2.07. Section 2.07 of the Credit Agreement is hereby amended by deleting "Maturity Date" in the first and the last sentences of subsection (a) thereof and substituting therefor "Termination Date". (g) Amendment to Section 4.02. Section 4.02 of the Credit Agreement is hereby amended by deleting "Maturity Date" in the first and second sentences thereof and substituting therefor "Termination Date". 6 (h) Amendment to Section 4.03. Section 4.03 of the Credit Agreement is hereby amended by deleting it in its entirety and substituting therefor the following: "SECTION 4.03. Utilization Fees. From the date of this Agreement to and including the Maturity Date, the Company agrees to pay to the Administrative Agent for the account of each Bank (ratably in accordance with the outstanding Loans (other than Swingline Loans) and Swingline Exposures of the Banks), in Dollars, a utilization fee ("Utilization Fee") (i) equal to 0.10% times the sum of the aggregate principal amount of the outstanding Loans for any date on which the sum of the outstanding aggregate principal amount of the (a) Loans plus (b) loans under the Facility B Credit Agreement (such sum, the "Utilized Loans") is greater than the sum of 33 1/3% of the (x) Total Commitment hereunder plus (y) aggregate amount of the commitments of the lenders under the Facility B Credit Agreement (such sum, the "Aggregate Commitments") but less than or equal to 66 2/3% of the Aggregate Commitments, and (ii) equal to 0.15% times the aggregate amount of the outstanding Loans for any date on which the amount of the Utilized Loans exceeds 66 2/3% of the Aggregate Commitments. For purposes of determining the applicable Utilization Fee during the period following the Termination Date and prior to the Maturity Date, the applicable calculations shall be made based on the amount of the Loans outstanding hereunder from time to time and the Total Commitments hereunder immediately prior to their termination on the Termination Date. Any Utilization Fee accrued during any quarter will be payable, on a 360-day basis, on the last Business Day of such quarter." (i) Amendment to Exhibit 6.01. Exhibit 6.01 to the Credit Agreement is hereby amended by deleting such Exhibit 6.01 and substituting therefor Exhibit 6.01 hereto. (j) Amendment to Section 6.02. Section 6.02 of the Credit Agreement is hereby amended by: (i) Deleting the first sentence thereof in its entirety and substituting therefor the following: "The Company has furnished each Bank with the consolidated financial statements for the Company and the Subsidiaries as at and for its fiscal year ended December 31, 2000, accompanied by the opinion of Deloitte & Touche, and quarterly consolidated financial statements as at and for the period ended March 31, 2001." 7 (ii) Deleting "June 30, 2000" in the last sentence thereof and substituting therefor "March 31, 2001". (k) Amendment to Exhibit 6.03. Exhibit 6.03 of the Credit Agreement is hereby amended by deleting such Exhibit 6.03 and substituting therefor Exhibit 6.03 hereto. (l) Amendment to Section 6.14. Section 6.14 of the Credit Agreement is hereby amended by deleting "June 2000" therein and substituting therefor "June 2001". (m) Amendment to Article VII. Article VII of the Credit Agreement is hereby amended by deleting Section 7.01 thereof and substituting therefor the following: "SECTION 7.01. [Intentionally Omitted]" (n) Amendment to Section 8.01. Section 8.01 of the Credit Agreement is hereby amended by deleting clause (b) thereof and substituting therefor the following: "(b) an Interest Coverage Ratio for any four consecutive fiscal quarter (commencing with such period ending on June 30, 2001) period of not less than 2.0 to 1.0." (o) Amendment to Section 9.01(d). Section 9.01(d) is hereby amended by deleting subclause (z) of clause (i) thereof and substituting therefor the following: "(z) securing Debt reflected in the consolidated financial statements of the Company referred to in Section 6.02 or" (p) Amendment to Exhibit 9.01(d). Exhibit 9.01(d) of the Credit Agreement is hereby amended by deleting such Exhibit 9.01(d) and substituting therefor Exhibit 9.01(d) hereto. (q) Amendment to Section 9.07. Section 9.07 of the Credit Agreement is hereby amended by deleting clause (i) from paragraph (a) thereof and by deleting "clause (g)" from paragraph (b) thereof and substituting therefor "clause (f)". (r) Amendment to Article XII. Article XII of the Credit Agreement is hereby amended by adding as Section 12.07 the following: "SECTION 12.07. Other Agents. None of the Banks identified on the facing page or signature pages or elsewhere herein as "syndication agent" or "documentation agent" shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Banks as such. Without limiting the foregoing, none of the Banks so identified shall have or be deemed to have any 8 fiduciary relationship with any Banks. Each Bank acknowledges that it has not relied, and will not rely, on any of the Banks so identified in deciding to enter into this Agreement or in taking or not taking action hereunder." (s) Amendment to Exhibit 13.02. Exhibit 13.02 of the Credit Agreement is hereby amended by deleting such Exhibit 13.02 and substituting therefor Exhibit 13.02 hereto. (t) Amendment to Section 13.04. Section 13.04 of the Credit Agreement is hereby amended by: (i) Deleting "CSI" therein and substituting therefor "JPMorgan". (ii) Deleting "June 23, 2000" therein and substituting therefor "June 21, 2001". (u) Amendment to Section 13.07(c). Section 13.07(c) of the Credit Agreement is hereby amended by: (i) Deleting the text in the first set of parentheses thereof and substituting therefor the following: "(except in the case of assignments to Banks and Bank Affiliates)". (ii) Deleting the words "(which consent shall not be unreasonably withheld) and" therein and substituting therefor the following: "(which consent shall not be unreasonably withheld or delayed) and written acknowledgment of". (iii) Deleting the text in parentheses in clause(i) of the first proviso thereof and substituting therefor for the following: "(except in the case of assignments to Banks or Bank Affiliates, assignment of the assigning Bank's entire remaining commitment or unless otherwise agreed by the Company)". (v) All references in the Credit Agreement to "270 Park Avenue, New York, New York 10017" shall be changed to "One Chase Manhattan Plaza, New York, New York 10081". SECTION 2. Representations and Warranties. The Company hereby represents and warrants to the Administrative Agent and the Banks that: (a) This 2001 Amendment and Restatement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligations enforceable in accordance with its terms. (b) As of the date hereof, and after giving effect to this 2001 Amendment and Restatement, no Default or Event of Default has occurred 9 and is continuing and the representations and warranties contained in the Credit Agreement, as amended and restated by this 2001 Amendment and Restatement, are true and correct in all material respects as if made on the date hereof. SECTION 3. Effectiveness. The effectiveness of this 2001 Amendment and Restatement is subject to the satisfaction on the date hereof of the following conditions: (a) the Administrative Agent shall have received executed counterparts of this 2001 Amendment and Restatement which, when taken together, bear the signatures of each of the parties hereto; (b) the Administrative Agent shall have received on behalf of the Banks from Counsel for the Company its opinion dated the date hereof, substantially in the form attached to the Credit Agreement as Exhibit 7.01(b); (c) the Administrative Agent shall have received on behalf of the Banks an Officer's Certificate dated the date hereof, substantially in the form attached to the Credit Agreement as Exhibit 7.01(c); (d) the Administrative Agent shall have received all fees and other amounts due and payable to the Administrative Agent and to the Banks on or prior to the date hereof, including (i) such fees and amounts due and payable pursuant to the terms and conditions set forth in the Agent's Fee Letter and (ii) to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Company hereunder; and (e) on the date hereof, the Company shall have repaid, or shall repay from the initial Loans hereunder, in full the principal of all Loans outstanding and other amounts accrued and not yet paid under the Credit Agreement, and the Company shall have effectively terminated all the Commitments then outstanding in accordance with the Credit Agreement and replaced them with the Commitments as set forth in Schedule 2.01(a) hereto. Following the satisfaction on the date hereof of the conditions set forth above, the Administrative Agent shall inform the Company in writing that this 2001 Amendment and Restatement has become effective. SECTION 4. Counterparts. This 2001 Amendment and Restatement may be signed in any number of counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. Delivery of an executed counterpart of a signature page by facsimile transmission shall be effective as delivery of a manually executed counterpart of this 2001 Amendment and Restatement. 10 SECTION 5. APPLICABLE LAW. This 2001 Amendment and Restatement shall be deemed to be an agreement executed by the Company, the Administrative Agent, the Documentation Agent, the Syndication Agent and the Banks under the laws of the State of New York and of the United States and for all purposes shall be construed in accordance with, and governed by, the laws of said State and of the United States. SECTION 6. Credit Agreement. As used in the Credit Agreement and the Exhibits thereto, (a) the terms "Agreement", "herein", "hereinafter", "hereunder", "hereto", and words of similar import shall mean, from and after the date hereof, the Credit Agreement as amended and restated by this 2001 Amendment and Restatement and (b) all references to "the date of this Agreement", "the date hereof" or like language shall be deemed to be references to the date of this 2001 Amendment and Restatement. SECTION 7. Expenses. The Company shall pay, in accordance with the provisions of Section 13.01 of the Credit Agreement, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Banks in connection with the preparation, negotiation, execution, delivery and enforcement of this 2001 Amendment and Restatement, including, but not limited to, the reasonable fees and disbursements of Cravath, Swaine & Moore. The agreement set forth in this Section 7 shall survive the termination of this 2001 Amendment and Restatement. 11 IN WITNESS WHEREOF, the parties hereto have caused this 2001 Amendment and Restatement to be duly executed by their duly authorized officers, all as of the date and year first above written. COX RADIO, INC., by /s/ Richard Jacobson -------------------------------- Name: Richard Jacobson Title:VIce President, Treasurer [LENDERS] EX-10.3 4 g70796ex10-3.txt FIRST AMENDMENT TO FIVE-YEAR CREDIT AGREEMENT 1 Exhibit 10.3 EXECUTION COPY FIRST AMENDMENT (this "Amendment") dated as of June 29, 2001 in respect of the FIVE-YEAR CREDIT AGREEMENT dated as of June 30, 2000 (the "Credit Agreement"), among Cox Radio, Inc., the banks party thereto (the "Banks"), The Chase Manhattan Bank, as administrative agent, Citibank, N.A., as documentation agent (the "Documentation Agent") and Bank of America, N.A., as syndications agent (the "Syndications Agent"). A. The parties hereto have agreed, subject to the terms and conditions hereof, to amend the Credit Agreement as set forth herein on the terms and subject to the conditions provided herein. B. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. SECTION 1. (a) Amendment to Article I. Article I of the Credit Agreement is hereby amended by: (i) Adding in the appropriate alphabetical order the following definition: ""Indexed Securities" means securities or financial contracts of the Company issued and outstanding from time to time whose fair value is derived from an index, such as the trading price of another referenced security." (ii) Deleting the definition of "CSI" and substituting therefor in alphabetical order the following: ""JPMorgan" shall mean J.P. Morgan Securities Inc." (iii) Deleting the definition of "Cox Family" and substituting therefor the following: "Cox Family" shall include those certain trusts commonly referred to as the Dayton-Cox Trust A, the Barbara Cox Anthony Atlanta Trust, the Anne Cox Chambers Atlanta Trust, the Estate of James M. Cox, Jr., Barbara Cox Anthony, Garner Anthony, Anne Cox Chambers, and the estates, executors and administrators, and lineal descendants of the above-named individuals, any private foundation or other charitable entity of which the above-described individuals constitute a majority of the trustees, directors or managers, and any corporation, partnership, limited liability company, trust or 2 other entity in which the above-named trusts or above-described individuals and the estates, executors and administrators, and lineal descendants of the above-named individuals in the aggregate have a direct or indirect beneficial interest or voting control of greater than 50%. (iv) Adding at the end of clause (b) of the definition of "EBITDA" the following: "(which shall exclude any effect thereon in respect of the accounting for all derivative financial instruments in accordance with GAAP, as provided in the proviso to, and the last sentence of, the definition of "Interest Expense")" (v) Adding at the end of the definition of "Interest Expense" the following: "; provided that interest expense shall exclude any effect thereon in respect of the accounting for all derivative financial instruments in accordance with GAAP, including derivative financial instruments that may be embedded in the Company's or any Restricted Subsidiary's debt securities or Indexed Securities and freestanding derivative financial instruments that may be used by the Company or any Restricted Subsidiary for hedging purposes. The effect on interest expense that may be excluded in respect of the accounting for all derivative financial instruments in accordance with GAAP include: (i) entries to record noncash interest expense (or income) associated with the mark-to-market of freestanding and embedded derivative financial instruments, (ii) noncash interest expense associated with the accretion of additional debt discount that may arise from the bifurcation of derivative financial instruments embedded in the Company's or any Restricted Subsidiary's debt securities or Indexed Securities, and (iii) noncash interest expense (or income) that may arise if the Company's or any Restricted Subsidiary's hedging strategies become ineffective, as determined in accordance with GAAP." (vi) Adding at the end of the definition of "Leverage Ratio" the following: "; provided that the computation of the Leverage Ratio shall exclude any effect on the Company's or any Restricted Subsidiary's debt securities or Indexed Securities in respect of the accounting for all derivative financial instruments in accordance with GAAP, including derivative financial instruments that may be embedded in the Company's or any Restricted Subsidiary's debt securities or Indexed 3 Securities and freestanding derivative financial instruments used by the Company or any Restricted Subsidiary for hedging purposes, but such computation shall in any event include the original principal amount and any accreted principal amount of such debt securities and Indexed Securities. The effect on the computation of the Leverage Ratio that may be excluded in respect of the accounting for all derivative financial instruments in accordance with GAAP include: (i) entries associated with the mark-to-market of all freestanding and embedded derivative financial instruments classified as a component of the Company's or any Restricted Subsidiary's debt securities or Indexed Securities in the consolidated balance sheet and (ii) entries to record and accrete additional debt discount that may arise from the bifurcation of derivative financial instruments embedded in the Company's or any Restricted Subsidiary's debt securities or Indexed Securities." (b) Amendment to Exhibit 6.01. Exhibit 6.01 to the Credit Agreement is hereby amended by deleting such Exhibit 6.01 and substituting therefor Exhibit 6.01 hereto. (c) Amendment to Exhibit 6.03. Exhibit 6.03 of the Credit Agreement is hereby amended by deleting such Exhibit 6.03 and substituting therefor Exhibit 6.03 hereto. (d) Amendment to Section 9.01(d). Section 9.01(d) is hereby amended by deleting subclause (z) of clause (i) thereof and substituting therefor the following: "(z) securing Debt reflected in the consolidated financial statements of the Company referred to in Section 6.02 or" (e) Amendment to Exhibit 9.01(d). Exhibit 9.01(d) of the Credit Agreement is hereby amended by deleting such Exhibit 9.01(d) and substituting therefor Exhibit 9.01(d) hereto. (f) Amendment to Section 9.07. Section 9.07 of the Credit Agreement is hereby amended by deleting clause (i) from paragraph (a) thereof and by deleting "clause (g)" from paragraph (b) thereof and substituting therefor "clause (f)". (g) Amendment to Article XII. Article XII of the Credit Agreement is hereby amended by adding as Section 12.07 the following: "SECTION 12.07. Other Agents. None of the Banks identified on the facing page or signature pages or elsewhere herein as "syndication agent" or "documentation agent" shall 4 have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Banks as such. Without limiting the foregoing, none of the Banks so identified shall have or be deemed to have any fiduciary relationship with any Banks. Each Bank acknowledges that it has not relied, and will not rely, on any of the Banks so identified in deciding to enter into this Agreement or in taking or not taking action hereunder." (h) Amendment to Exhibit 13.02 [Addresses for Notices]. Exhibit 13.02 of the Credit Agreement is hereby amended by deleting such Exhibit 13.02 and substituting therefor Exhibit 13.02 hereto. (i) Amendment to Section 13.04. Section 13.04 of the Credit Agreement is hereby amended by deleting "CSI" therein and substituting therefor "JPMorgan". (j) Amendment to Section 13.07(c). Section 13.07(c) of the Credit Agreement is hereby amended by: (i) Deleting the text in the first set of parentheses thereof and substituting therefor the following: "(except in the case of assignments to Banks and Bank Affiliates)". (ii) Deleting the words "(which consent shall not be unreasonably withheld) and" therein and substituting therefor the following: "(which consent shall not be unreasonably withheld or delayed) and written acknowledgment of". (iii) Deleting the text in parentheses in clause(i) of the first proviso thereof and substituting therefor for the following: "(except in the case of assignments to Banks or Bank Affiliates, assignment of the assigning Bank's entire remaining commitment or unless otherwise agreed by the Company)". (k) All references in the Credit Agreement to "270 Park Avenue, New York, New York 10017" shall be changed to "One Chase Manhattan Plaza, New York, New York 10081". SECTION 2. Representations and Warranties. The Company hereby represents and warrants to the Administrative Agent and the Banks that: (a) This Amendment has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligations enforceable in accordance with its terms. 5 (b) As of the date hereof, and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing and the representations and warranties contained in the Credit Agreement, as amended by this Amendment, are true and correct in all material respects as if made on the date hereof. SECTION 3. Effectiveness. The effectiveness of this Amendment is subject to the satisfaction on the date hereof of the following conditions: (a) the Administrative Agent shall have received executed counterparts of this Amendment which, when taken together, bear the signatures of the Company and the Majority Banks; and (b) the Administrative Agent shall have received all fees and other amounts due and payable to the Administrative Agent and to the Banks on or prior to the date hereof, including (i) such fees and amounts due and payable pursuant to the terms and conditions set forth in the Agent's Fee Letter and (ii) to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. Following the satisfaction on the date hereof of the conditions set forth above, the Administrative Agent shall inform the Company in writing that this Amendment has become effective. SECTION 4. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. Delivery of an executed counterpart of a signature page by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Amendment. SECTION 5. APPLICABLE LAW. This Amendment shall be deemed to be an agreement executed by the Company, the Administrative Agent, the Documentation Agent, the Syndications Agent and the Majority Banks under the laws of the State of New York and of the United States and for all purposes shall be construed in accordance with, and governed by, the laws of said State and of the United States. SECTION 6. Credit Agreement. As used in the Credit Agreement and the Exhibits thereto, the terms "Agreement", "herein", "hereinafter", "hereunder", "hereto", and words of similar import shall mean, from and after the date hereof, the Credit Agreement as amended by this Amendment. SECTION 7. Expenses. The Company shall pay, in accordance with the provisions of Section 13.01 of the Credit Agreement, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Banks in 6 connection with the preparation, negotiation, execution, delivery and enforcement of this Amendment, including, but not limited to, the reasonable fees and disbursements of Cravath, Swaine & Moore. The agreement set forth in this Section 7 shall survive the termination of this Amendment. 7 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written. 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EX-10.2

   1
                                                                    Exhibit 10.2

                                 EXECUTION COPY

         AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of June 29, 2001
(this "2001 Amendment and Restatement"), among Cox Radio, Inc., the banks party
hereto (the "Banks"), The Chase Manhattan Bank, as administrative agent,
Citibank, N.A. and Mizuho Bank, as documentation agents (the "Documentation
Agents") and Bank of America, N.A. and Fleet National Bank, as syndication
agents (the "Syndication Agents").

         A. On June 30, 2000, the Company, certain of the Banks and the
Administrative Agent entered into a 364-Day Credit Agreement in an aggregate
principal amount of $350,000,000 (the "Credit Agreement").

         B. The parties hereto have agreed, subject to the terms and conditions
hereof, to amend and restate the Credit Agreement as set forth herein on the
terms and subject to the conditions provided herein.

         C.       Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to such terms in the Credit Agreement.

         SECTION 1. (a) Amendment and Restatement. The Credit Agreement is
hereby amended and restated in the form of an Amended and Restated Credit
Agreement dated as of the date hereof, the terms of which shall be identical to
the terms of the Credit Agreement except as expressly provided in this Section.

         (b)      Amendment to Article I. Article I of the Credit Agreement is
hereby amended by:

                  (i)      Adding in the appropriate alphabetical order the
         following definitions:

                  ""Indexed Securities" means securities or financial contracts
                  of the Company issued and out standing from time to time whose
                  fair value is derived from an index, such as the trading price
                  of another referenced security."

                  ""Termination Date" shall mean June 28, 2002."

                  (ii)     Deleting the definition of "Agent's Fee Letter" and
         substituting therefor the following:

                  ""Agent's Fee Letter" shall mean the fee letter dated as of
                  June 21, 2001, among Chase, J.P. Morgan Securities Inc.
                  ("JPMorgan") and the Company."


   2

                  (iii)    Deleting the definition of "CSI" and substituting
         therefor in alphabetical order the following:

                  ""JPMorgan" shall have the meaning set forth in the definition
                  of "Agent's Fee Letter" under this Agreement."

                  (iv)     Deleting the definition of "Cox Family" and
         substituting therefor the following:

                  ""Cox Family" shall include those certain trusts commonly
                  referred to as the Dayton-Cox Trust A, the Barbara Cox Anthony
                  Atlanta Trust, the Anne Cox Chambers Atlanta Trust, the Estate
                  of James M. Cox, Jr., Barbara Cox Anthony, Garner Anthony,
                  Anne Cox Chambers, and the estates, executors and
                  administrators, and lineal descendants of the above-named
                  individuals, any private foundation or other charitable entity
                  of which the above- described individuals constitute a
                  majority of the trustees, directors or managers, and any
                  corporation, partnership, limited liability company, trust or
                  other entity in which the above-named trusts or
                  above-described individuals and the estates, executors and
                  administrators, and lineal descendants of the above-named
                  individuals in the aggregate have a direct or indirect
                  beneficial interest or voting control of greater than 50%."

                  (v)      Adding at the end of clause (b) of the definition of
         "EBITDA" the following:

                  "(which shall exclude any effect thereon in respect of the
                  accounting for all derivative financial instruments in
                  accordance with GAAP, as provided in the proviso to, and the
                  last sentence of, the definition of "Interest Expense")"

                  (vi) Deleting the definition of "Existing Facility" and
         substituting therefor the following, and making a corresponding
         amendment to the first preamble to the Credit Agreement:

                  ""Existing Facility" shall mean the 364-Day Credit Agreement
                  dated as of June 30, 2000, among the Company and the banks and
                  the agents party thereto."

                  (vii)    Adding at the end of the definition of "Interest
         Expense" the following:

                  "; provided that interest expense shall exclude any effect
                  thereon in respect of the accounting for all derivative
                  financial instruments in accordance with GAAP, including
                  derivative financial instruments that may be embedded in the
                  Company's or any Restricted Subsidiary's debt securities or
                  Indexed Securities and freestanding derivative financial
                  instruments that may be


   3

                  used by the Company or any Restricted Subsidiary for hedging
                  purposes. The effect on interest expense that may be excluded
                  in respect of the accounting for all derivative financial
                  instruments in accordance with GAAP include: (i) entries to
                  record noncash interest expense (or income) associated with
                  the mark-to-market of freestanding and embedded derivative
                  financial instruments, (ii) noncash interest expense
                  associated with the accretion of additional debt discount that
                  may arise from the bifurcation of derivative financial
                  instruments embedded in the Company's or any Restricted
                  Subsidiary's debt securities or Indexed Securities, and (iii)
                  noncash interest expense (or income) that may arise if the
                  Company's or any Restricted Subsidiary's hedging strategies
                  become ineffective, as determined in accordance with GAAP."

                  (viii)   Adding at the end of the definition of "Leverage
         Ratio" the following:

                  "; provided that the computation of the Leverage Ratio shall
                  exclude any effect on the Company's or any Restricted
                  Subsidiary's debt securities or Indexed Securities in respect
                  of the accounting for all derivative financial instruments in
                  accordance with GAAP, including derivative financial
                  instruments that may be embedded in the Company's or any
                  Restricted Subsidiary's debt securities or Indexed Securities
                  and freestanding derivative financial instruments used by the
                  Company or any Restricted Subsidiary for hedging purposes, but
                  such computation shall in any event include the original
                  principal amount and any accreted principal amount of such
                  debt securities and Indexed Securities. The effect on the
                  computation of the Leverage Ratio that may be excluded in
                  respect of the accounting for all derivative financial
                  instruments in accordance with GAAP include: (i) entries
                  associated with the mark-to-market of all freestanding and
                  embedded derivative financial instruments classified as a
                  component of the Company's or any Restricted Subsidiary's debt
                  securities or Indexed Securities in the consolidated balance
                  sheet and (ii) entries to record and accrete additional debt
                  discount that may arise from the bifurcation of derivative
                  financial instruments embedded in the Company's or any
                  Restricted Subsidiary's debt securities or Indexed
                  Securities."

                  (ix)     Deleting the definition of "Majority Banks" and
         substituting therefor the following:

                  ""Majority Banks" shall mean, for the period from the date
                  hereof to and including the Termination Date, Banks holding at
                  least 51% of the aggregate Commitments hereunder and, for the


   4

                  period after the Termination Date until such time as the
                  Revolving Loans are paid in full, Banks holding at least 51%
                  of the aggregate principal among of Revolving Loans
                  outstanding."

                  (x)      Deleting the definition of "Maturity Date" and
         substituting therefor the following:

                  ""Maturity Date" shall mean the Termination Date, unless the
                  Company shall give the notice of extension contemplated by
                  Section 2.01(i), in which case the Maturity Date shall mean
                  the fourth anniversary of the date of this Agreement."

                  (xi)     Deleting the definition of "Quarterly Date" and
         substituting therefor the - following:

                  ""Quarterly Date" shall mean the last day of each March, June,
                  September and December, beginning with September 30, 2001, or
                  if any such date is not a Business Day, the respective
                  Quarterly Date shall be the next succeeding Business Day."

                  (xii)    Deleting "Maturity Date" in the definitions of
         "Swingline Commitment" and "Swingline Maturity Date" and substituting
         therefor "Termination Date."


         (c)      Amendment to Section 2.01. Section 2.01 of the Credit
Agreement is hereby amended by:

                  (i)      Deleting subsection (a) thereof and substituting
         therefor the following:

                           "(a) Revolving Loan Commitment. Subject to and upon
                  the terms and conditions set forth in this Agreement, each
                  Bank severally agrees to make Revolving Loans in Dollars to
                  the Company on any one or more Business Days on or after the
                  date hereof and prior to the Termination Date, up to an
                  aggregate principal amount of Revolving Loans not exceeding at
                  any one time outstanding an amount equal to such Bank's
                  Commitment made to the Company, if any, minus such Bank's
                  Swingline Loan Exposure; provided, however, that in no event
                  shall the aggregate outstanding principal amount at any time
                  of the Revolving Loans and the Discretionary Loans and the
                  Swingline Loan Exposure exceed $350,000,000, as such amount
                  may be reduced pursuant to the terms of this Agreement. Each
                  Borrowing shall be in an aggregate amount of not less than
                  $3,000,000 and an integral multiple of $250,000. Subject to
                  the foregoing, each Borrowing shall be made simultaneously
                  from the Banks according to their Pro Rata Shares of the
                  principal amount requested for each Borrowing, and shall
                  consist of Revolving Loans of the same type (e.g., CD Rate


   5

                  Loans, Alternate Base Rate Loans or Eurodollar Loans) with the
                  same Interest Period from each Bank. Within such limits and
                  during such period, the Company may borrow, repay and reborrow
                  under this Section 2.01(a)."

                  (ii)     Adding at the end of such Section 2.01 the following
         subsection (i):

                           "(i) Extension of Maturity Date. The Company may, at
                  its sole option, at any time not sooner than the 30th Business
                  Day prior to the Termination Date and not later than the 15th
                  Business Day prior to the Termination Date deliver to the
                  Administrative Agent written notice extending the Maturity
                  Date, in which event the Commitments shall terminate on the
                  Termination Date but the Maturity Date for Revolving Loans
                  outstanding on the Termination Date shall be extended to the
                  fourth anniversary of the date of this Agreement. After the
                  Termination Date, references in Section 2.01(e)(ii),
                  2.01(g)(vi), 13.03 and 13.07(c) to "Commitment" or
                  "Commitments" shall be deemed to be references to "Loan" or
                  "Loans", as the sense of the applicable provisions may
                  require. Loans repaid or prepaid after the Termination Date
                  may not be reborrowed."

         (d) Amendment to Exhibit 2.01(a). Exhibit 2.01(a) to the Credit
Agreement is hereby amended by deleting such Exhibit 2.01(a) in its entirety and
substituting therefor Exhibit 2.01(a) hereto.

         (e)      Amendment to Section 2.06. Section 2.06 of the Credit
Agreement is hereby amended by:

                  (i) Deleting "Maturity Date" in the first and the third
         sentences of subsection (a) thereof and substituting therefor
         "Termination Date".

                  (ii)     Adding at the end of subsection (a) thereof the
         following sentence:

                  "The Company hereby unconditionally promises to pay to each
                  Bank the then unpaid principal amount of each Discretionary
                  Loan made by such Bank on the earlier of the Maturity Date and
                  the date on which such principal amount is due pursuant to the
                  terms of such Discretionary Loan."

         (f) Amendment to Section 2.07. Section 2.07 of the Credit Agreement is
hereby amended by deleting "Maturity Date" in the first and the last sentences
of subsection (a) thereof and substituting therefor "Termination Date".

         (g) Amendment to Section 4.02. Section 4.02 of the Credit Agreement is
hereby amended by deleting "Maturity Date" in the first and second sentences
thereof and substituting therefor "Termination Date".


   6

         (h)      Amendment to Section 4.03. Section 4.03 of the Credit
Agreement is hereby amended by deleting it in its entirety and substituting
therefor the following:

                  "SECTION 4.03. Utilization Fees. From the date of this
                  Agreement to and including the Maturity Date, the Company
                  agrees to pay to the Administrative Agent for the account of
                  each Bank (ratably in accordance with the outstanding Loans
                  (other than Swingline Loans) and Swingline Exposures of the
                  Banks), in Dollars, a utilization fee ("Utilization Fee") (i)
                  equal to 0.10% times the sum of the aggregate principal amount
                  of the outstanding Loans for any date on which the sum of the
                  outstanding aggregate principal amount of the (a) Loans plus
                  (b) loans under the Facility B Credit Agreement (such sum, the
                  "Utilized Loans") is greater than the sum of 33 1/3% of the
                  (x) Total Commitment hereunder plus (y) aggregate amount of
                  the commitments of the lenders under the Facility B Credit
                  Agreement (such sum, the "Aggregate Commitments") but less
                  than or equal to 66 2/3% of the Aggregate Commitments, and
                  (ii) equal to 0.15% times the aggregate amount of the
                  outstanding Loans for any date on which the amount of the
                  Utilized Loans exceeds 66 2/3% of the Aggregate Commitments.
                  For purposes of determining the applicable Utilization Fee
                  during the period following the Termination Date and prior to
                  the Maturity Date, the applicable calculations shall be made
                  based on the amount of the Loans outstanding hereunder from
                  time to time and the Total Commitments hereunder immediately
                  prior to their termination on the Termination Date. Any
                  Utilization Fee accrued during any quarter will be payable, on
                  a 360-day basis, on the last Business Day of such quarter."

         (i) Amendment to Exhibit 6.01. Exhibit 6.01 to the Credit Agreement is
hereby amended by deleting such Exhibit 6.01 and substituting therefor Exhibit
6.01 hereto.

         (j)      Amendment to Section 6.02. Section 6.02 of the Credit
Agreement is hereby amended by:

                  (i)      Deleting the first sentence thereof in its entirety
         and substituting therefor the following:

                  "The Company has furnished each Bank with the consolidated
                  financial statements for the Company and the Subsidiaries as
                  at and for its fiscal year ended December 31, 2000,
                  accompanied by the opinion of Deloitte & Touche, and quarterly
                  consolidated financial statements as at and for the period
                  ended March 31, 2001."


   7

                  (ii) Deleting "June 30, 2000" in the last sentence thereof and
         substituting therefor "March 31, 2001".

         (k) Amendment to Exhibit 6.03. Exhibit 6.03 of the Credit Agreement is
hereby amended by deleting such Exhibit 6.03 and substituting therefor Exhibit
6.03 hereto.

         (l) Amendment to Section 6.14. Section 6.14 of the Credit Agreement is
hereby amended by deleting "June 2000" therein and substituting therefor "June
2001".

         (m)      Amendment to Article VII. Article VII of the Credit Agreement
is hereby amended by deleting Section 7.01 thereof and substituting therefor the
following:

                  "SECTION 7.01. [Intentionally Omitted]"

         (n)      Amendment to Section 8.01. Section 8.01 of the Credit
Agreement is hereby amended by deleting clause (b) thereof and substituting
therefor the following:

                           "(b) an Interest Coverage Ratio for any four
                  consecutive fiscal quarter (commencing with such period ending
                  on June 30, 2001) period of not less than 2.0 to 1.0."

         (o)      Amendment to Section 9.01(d). Section 9.01(d) is hereby
amended by deleting subclause (z) of clause (i) thereof and substituting
therefor the following:

                           "(z)     securing Debt reflected in the consolidated
                  financial statements of the Company referred to in Section
                  6.02 or"

         (p) Amendment to Exhibit 9.01(d). Exhibit 9.01(d) of the Credit
Agreement is hereby amended by deleting such Exhibit 9.01(d) and substituting
therefor Exhibit 9.01(d) hereto.

         (q) Amendment to Section 9.07. Section 9.07 of the Credit Agreement is
hereby amended by deleting clause (i) from paragraph (a) thereof and by deleting
"clause (g)" from paragraph (b) thereof and substituting therefor "clause (f)".

         (r)      Amendment to Article XII. Article XII of the Credit Agreement
is hereby amended by adding as Section 12.07 the following:

                  "SECTION 12.07. Other Agents. None of the Banks identified on
                  the facing page or signature pages or elsewhere herein as
                  "syndication agent" or "documentation agent" shall have any
                  right, power, obligation, liability, responsibility or duty
                  under this Agreement other than those applicable to all Banks
                  as such. Without limiting the foregoing, none of the Banks so
                  identified shall have or be deemed to have any


   8

                  fiduciary relationship with any Banks. Each Bank acknowledges
                  that it has not relied, and will not rely, on any of the Banks
                  so identified in deciding to enter into this Agreement or in
                  taking or not taking action hereunder."

         (s) Amendment to Exhibit 13.02. Exhibit 13.02 of the Credit Agreement
is hereby amended by deleting such Exhibit 13.02 and substituting therefor
Exhibit 13.02 hereto.

         (t)      Amendment to Section 13.04. Section 13.04 of the Credit
Agreement is hereby amended by:


                  (i)      Deleting "CSI" therein and substituting therefor
         "JPMorgan".

                  (ii)     Deleting "June 23, 2000" therein and substituting
         therefor "June 21, 2001".

         (u)      Amendment to Section 13.07(c). Section 13.07(c) of the Credit
Agreement is hereby amended by:

                  (i)      Deleting the text in the first set of parentheses
         thereof and substituting therefor the following:

                  "(except in the case of assignments to Banks and Bank
                  Affiliates)".

                  (ii) Deleting the words "(which consent shall not be
         unreasonably withheld) and" therein and substituting therefor the
         following:

                  "(which consent shall not be unreasonably withheld or delayed)
                  and written acknowledgment of".

                  (iii) Deleting the text in parentheses in clause(i) of the
         first proviso thereof and substituting therefor for the following:

                  "(except in the case of assignments to Banks or Bank
                  Affiliates, assignment of the assigning Bank's entire
                  remaining commitment or unless otherwise agreed by the
                  Company)".

         (v) All references in the Credit Agreement to "270 Park Avenue, New
York, New York 10017" shall be changed to "One Chase Manhattan Plaza, New York,
New York 10081".

         SECTION 2. Representations and Warranties. The Company hereby
represents and warrants to the Administrative Agent and the Banks that:

         (a) This 2001 Amendment and Restatement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligations enforceable in accordance with its terms.

         (b)      As of the date hereof, and after giving effect to this 2001
Amendment and Restatement, no Default or Event of Default has occurred


   9

and is continuing and the representations and warranties contained in the
Credit Agreement, as amended and restated by this 2001 Amendment and
Restatement, are true and correct in all material respects as if made on the
date hereof.

         SECTION 3. Effectiveness. The effectiveness of this 2001 Amendment and
Restatement is subject to the satisfaction on the date hereof of the following
conditions:

         (a) the Administrative Agent shall have received executed counterparts
of this 2001 Amendment and Restatement which, when taken together, bear the
signatures of each of the parties hereto;

         (b) the Administrative Agent shall have received on behalf of the Banks
from Counsel for the Company its opinion dated the date hereof, substantially in
the form attached to the Credit Agreement as Exhibit 7.01(b);

         (c) the Administrative Agent shall have received on behalf of the Banks
an Officer's Certificate dated the date hereof, substantially in the form
attached to the Credit Agreement as Exhibit 7.01(c);

         (d) the Administrative Agent shall have received all fees and other
amounts due and payable to the Administrative Agent and to the Banks on or prior
to the date hereof, including (i) such fees and amounts due and payable pursuant
to the terms and conditions set forth in the Agent's Fee Letter and (ii) to the
extent invoiced, reimbursement or payment of all reasonable out-of-pocket
expenses required to be reimbursed or paid by the Company hereunder; and

         (e) on the date hereof, the Company shall have repaid, or shall repay
from the initial Loans hereunder, in full the principal of all Loans outstanding
and other amounts accrued and not yet paid under the Credit Agreement, and the
Company shall have effectively terminated all the Commitments then outstanding
in accordance with the Credit Agreement and replaced them with the Commitments
as set forth in Schedule 2.01(a) hereto.

         Following the satisfaction on the date hereof of the conditions set
forth above, the Administrative Agent shall inform the Company in writing that
this 2001 Amendment and Restatement has become effective.

         SECTION 4. Counterparts. This 2001 Amendment and Restatement may be
signed in any number of counterparts, each of which shall constitute an original
but all of which when taken together shall constitute but one contract. Delivery
of an executed counterpart of a signature page by facsimile transmission shall
be effective as delivery of a manually executed counterpart of this 2001
Amendment and Restatement.


   10

         SECTION 5. APPLICABLE LAW. This 2001 Amendment and Restatement shall be
deemed to be an agreement executed by the Company, the Administrative Agent, the
Documentation Agent, the Syndication Agent and the Banks under the laws of the
State of New York and of the United States and for all purposes shall be
construed in accordance with, and governed by, the laws of said State and of the
United States.

         SECTION 6. Credit Agreement. As used in the Credit Agreement and the
Exhibits thereto, (a) the terms "Agreement", "herein", "hereinafter",
"hereunder", "hereto", and words of similar import shall mean, from and after
the date hereof, the Credit Agreement as amended and restated by this 2001
Amendment and Restatement and (b) all references to "the date of this
Agreement", "the date hereof" or like language shall be deemed to be references
to the date of this 2001 Amendment and Restatement.

         SECTION 7. Expenses. The Company shall pay, in accordance with the
provisions of Section 13.01 of the Credit Agreement, all reasonable
out-of-pocket expenses incurred by the Administrative Agent and the Banks in
connection with the preparation, negotiation, execution, delivery and
enforcement of this 2001 Amendment and Restatement, including, but not limited
to, the reasonable fees and disbursements of Cravath, Swaine & Moore. The
agreement set forth in this Section 7 shall survive the termination of this 2001
Amendment and Restatement.


   11

         IN WITNESS WHEREOF, the parties hereto have caused this 2001 Amendment
and Restatement to be duly executed by their duly authorized officers, all as of
the date and year first above written.

                                    COX RADIO, INC.,


                                             by /s/ Richard Jacobson
                                                --------------------------------
                                                Name: Richard Jacobson
                                                Title:VIce President, Treasurer

[LENDERS]

EX-10.3

   1

                                                                    Exhibit 10.3

         EXECUTION COPY

         FIRST AMENDMENT (this "Amendment") dated as of June 29, 2001 in respect
of the FIVE-YEAR CREDIT AGREEMENT dated as of June 30, 2000 (the "Credit
Agreement"), among Cox Radio, Inc., the banks party thereto (the "Banks"), The
Chase Manhattan Bank, as administrative agent, Citibank, N.A., as documentation
agent (the "Documentation Agent") and Bank of America, N.A., as syndications
agent (the "Syndications Agent").

         A.       The parties hereto have agreed, subject to the terms and
conditions hereof, to amend the Credit Agreement as set forth herein on the
terms and subject to the conditions provided herein.

         B.       Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to such terms in the Credit Agreement.

         SECTION 1. (a) Amendment to Article I. Article I of the Credit
Agreement is hereby amended by:

         (i)      Adding in the appropriate alphabetical order the following
definition:

         ""Indexed Securities" means securities or financial contracts of the
         Company issued and outstanding from time to time whose fair value is
         derived from an index, such as the trading price of another referenced
         security."

         (ii)     Deleting the definition of "CSI" and substituting therefor in
alphabetical order the following:

         ""JPMorgan" shall mean J.P. Morgan Securities Inc."

         (iii)    Deleting the definition of "Cox Family" and substituting
therefor the following:

         "Cox Family" shall include those certain trusts commonly referred to as
         the Dayton-Cox Trust A, the Barbara Cox Anthony Atlanta Trust, the Anne
         Cox Chambers Atlanta Trust, the Estate of James M. Cox, Jr., Barbara
         Cox Anthony, Garner Anthony, Anne Cox Chambers, and the estates,
         executors and administrators, and lineal descendants of the above-named
         individuals, any private foundation or other charitable entity of which
         the above-described individuals constitute a majority of the trustees,
         directors or managers, and any corporation, partnership, limited
         liability company, trust or


   2

         other entity in which the above-named trusts or above-described
         individuals and the estates, executors and administrators, and lineal
         descendants of the above-named individuals in the aggregate have a
         direct or indirect beneficial interest or voting control of greater
         than 50%.

         (iv)     Adding at the end of clause (b) of the definition of "EBITDA"
the following:

         "(which shall exclude any effect thereon in respect of the accounting
         for all derivative financial instruments in accordance with GAAP, as
         provided in the proviso to, and the last sentence of, the definition of
         "Interest Expense")"

         (v)      Adding at the end of the definition of "Interest Expense" the
following:

         "; provided that interest expense shall exclude any effect thereon in
         respect of the accounting for all derivative financial instruments in
         accordance with GAAP, including derivative financial instruments that
         may be embedded in the Company's or any Restricted Subsidiary's debt
         securities or Indexed Securities and freestanding derivative financial
         instruments that may be used by the Company or any Restricted
         Subsidiary for hedging purposes. The effect on interest expense that
         may be excluded in respect of the accounting for all derivative
         financial instruments in accordance with GAAP include: (i) entries to
         record noncash interest expense (or income) associated with the
         mark-to-market of freestanding and embedded derivative financial
         instruments, (ii) noncash interest expense associated with the
         accretion of additional debt discount that may arise from the
         bifurcation of derivative financial instruments embedded in the
         Company's or any Restricted Subsidiary's debt securities or Indexed
         Securities, and (iii) noncash interest expense (or income) that may
         arise if the Company's or any Restricted Subsidiary's hedging
         strategies become ineffective, as determined in accordance with GAAP."

         (vi)     Adding at the end of the definition of "Leverage Ratio" the
following:

         "; provided that the computation of the Leverage Ratio shall exclude
         any effect on the Company's or any Restricted Subsidiary's debt
         securities or Indexed Securities in respect of the accounting for all
         derivative financial instruments in accordance with GAAP, including
         derivative financial instruments that may be embedded in the Company's
         or any Restricted Subsidiary's debt securities or Indexed


   3

         Securities and freestanding derivative financial instruments used by
         the Company or any Restricted Subsidiary for hedging purposes, but such
         computation shall in any event include the original principal amount
         and any accreted principal amount of such debt securities and Indexed
         Securities. The effect on the computation of the Leverage Ratio that
         may be excluded in respect of the accounting for all derivative
         financial instruments in accordance with GAAP include: (i) entries
         associated with the mark-to-market of all freestanding and embedded
         derivative financial instruments classified as a component of the
         Company's or any Restricted Subsidiary's debt securities or Indexed
         Securities in the consolidated balance sheet and (ii) entries to record
         and accrete additional debt discount that may arise from the
         bifurcation of derivative financial instruments embedded in the
         Company's or any Restricted Subsidiary's debt securities or Indexed
         Securities."

         (b)      Amendment to Exhibit 6.01. Exhibit 6.01 to the Credit
Agreement is hereby amended by deleting such Exhibit 6.01 and substituting
therefor Exhibit 6.01 hereto.

         (c)      Amendment to Exhibit 6.03. Exhibit 6.03 of the Credit
Agreement is hereby amended by deleting such Exhibit 6.03 and substituting
therefor Exhibit 6.03 hereto.

         (d)      Amendment to Section 9.01(d). Section 9.01(d) is hereby
amended by deleting subclause (z) of clause (i) thereof and substituting
therefor the following:

         "(z) securing Debt reflected in the consolidated financial statements
         of the Company referred to in Section 6.02 or"

         (e)      Amendment to Exhibit 9.01(d). Exhibit 9.01(d) of the Credit
Agreement is hereby amended by deleting such Exhibit 9.01(d) and substituting
therefor Exhibit 9.01(d) hereto.

         (f)      Amendment to Section 9.07. Section 9.07 of the Credit
Agreement is hereby amended by deleting clause (i) from paragraph (a) thereof
and by deleting "clause (g)" from paragraph (b) thereof and substituting
therefor "clause (f)".

         (g)      Amendment to Article XII. Article XII of the Credit Agreement
is hereby amended by adding as Section 12.07 the following:

         "SECTION 12.07. Other Agents. None of the Banks identified on the
facing page or signature pages or elsewhere herein as "syndication agent" or
"documentation agent" shall


   4

have any right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Banks as such. Without limiting the
foregoing, none of the Banks so identified shall have or be deemed to have any
fiduciary relationship with any Banks. Each Bank acknowledges that it has not
relied, and will not rely, on any of the Banks so identified in deciding to
enter into this Agreement or in taking or not taking action hereunder."

         (h)      Amendment to Exhibit 13.02 [Addresses for Notices]. Exhibit
13.02 of the Credit Agreement is hereby amended by deleting such Exhibit 13.02
and substituting therefor Exhibit 13.02 hereto.

         (i)      Amendment to Section 13.04. Section 13.04 of the Credit
Agreement is hereby amended by deleting "CSI" therein and substituting therefor
"JPMorgan".

         (j)      Amendment to Section 13.07(c). Section 13.07(c) of the Credit
Agreement is hereby amended by:

                  (i)      Deleting the text in the first set of parentheses
         thereof and substituting therefor the following:

         "(except in the case of assignments to Banks and Bank Affiliates)".

                  (ii)     Deleting the words "(which consent shall not be
         unreasonably withheld) and" therein and substituting therefor the
         following:

         "(which consent shall not be unreasonably withheld or delayed) and
         written acknowledgment of".

                  (iii)    Deleting the text in parentheses in clause(i) of the
         first proviso thereof and substituting therefor for the following:

         "(except in the case of assignments to Banks or Bank Affiliates,
         assignment of the assigning Bank's entire remaining commitment or
         unless otherwise agreed by the Company)".

         (k)      All references in the Credit Agreement to "270 Park Avenue,
New York, New York 10017" shall be changed to "One Chase Manhattan Plaza, New
York, New York 10081".

         SECTION 2. Representations and Warranties. The Company hereby
represents and warrants to the Administrative Agent and the Banks that:

         (a)      This Amendment has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligations
enforceable in accordance with its terms.


   5

         (b)      As of the date hereof, and after giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing and the
representations and warranties contained in the Credit Agreement, as amended by
this Amendment, are true and correct in all material respects as if made on the
date hereof.

         SECTION 3. Effectiveness. The effectiveness of this Amendment is
subject to the satisfaction on the date hereof of the following conditions:

         (a)      the Administrative Agent shall have received executed
counterparts of this Amendment which, when taken together, bear the signatures
of the Company and the Majority Banks; and

         (b)      the Administrative Agent shall have received all fees and
other amounts due and payable to the Administrative Agent and to the Banks on or
prior to the date hereof, including (i) such fees and amounts due and payable
pursuant to the terms and conditions set forth in the Agent's Fee Letter and
(ii) to the extent invoiced, reimbursement or payment of all reasonable
out-of-pocket expenses required to be reimbursed or paid by the Company
hereunder.

         Following the satisfaction on the date hereof of the conditions set
forth above, the Administrative Agent shall inform the Company in writing that
this Amendment has become effective.

         SECTION 4. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one contract. Delivery of an executed
counterpart of a signature page by facsimile transmission shall be effective as
delivery of a manually executed counterpart of this Amendment.

         SECTION 5. APPLICABLE LAW. This Amendment shall be deemed to be an
agreement executed by the Company, the Administrative Agent, the Documentation
Agent, the Syndications Agent and the Majority Banks under the laws of the State
of New York and of the United States and for all purposes shall be construed in
accordance with, and governed by, the laws of said State and of the United
States.

         SECTION 6. Credit Agreement. As used in the Credit Agreement and the
Exhibits thereto, the terms "Agreement", "herein", "hereinafter", "hereunder",
"hereto", and words of similar import shall mean, from and after the date
hereof, the Credit Agreement as amended by this Amendment.

         SECTION 7. Expenses. The Company shall pay, in accordance with the
provisions of Section 13.01 of the Credit Agreement, all reasonable
out-of-pocket expenses incurred by the Administrative Agent and the Banks in


   6

connection with the preparation, negotiation, execution, delivery and
enforcement of this Amendment, including, but not limited to, the reasonable
fees and disbursements of Cravath, Swaine & Moore. The agreement set forth in
this Section 7 shall survive the termination of this Amendment.


   7

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date and year
first above written.


                                    COX RADIO, INC.,

                                    by /s/ Richard Jacobson
                                       -----------------------------------------
                                       Name: Richard Jacobson
                                       Title:Vice President, Treasurer

[MAJORITY BANKS]