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, 2002
o	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 (State or other jurisdiction of incorporation or organization)	58-1620022 (I.R.S. Employer Identification No.)
6205 Peachtree Dunwoody Road, Atlanta, Georgia (Address of principal executive offices)	30328 (Zip Code)

Registrant’s telephone number, including area code: (678) 645-0000

     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   x    No   o

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

     There were 41,565,063 shares of Class A Common Stock outstanding as of July 31, 2002.

     There were 58,733,016 shares of Class B Common Stock outstanding as of July 31, 2002.

TABLE OF CONTENTS

PART 1 — FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
PART II — OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
AMENDED AND RESTATED CREDIT AGREEMENT
SECTION 906 CERTIFICATION OF THE CEO
SECTION 906 CERTIFICATION OF THE CFO

COX RADIO, INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2002
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			22

2

PART 1 — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Cox Radio, Inc.
Consolidated Balance Sheets
(Unaudited)

				June 30,			December 31,
				2002			2001
				(Dollars in thousands)
Assets
Current Assets:
	Cash and cash equivalents			$	8,633		$	7,961
	Accounts and notes receivable, less allowance for doubtful accounts of $3,819 and $4,536, respectively				90,240			81,185
	Prepaid expenses and other current assets				11,586			9,245
			Total current assets		110,459			98,391
Plant and equipment, net					79,553			80,106
Intangible assets, net					2,071,527			2,095,671
Amounts due from Cox Enterprises, Inc.					—			1,084
Other assets					11,664			11,435
			Total assets	$	2,273,203		$	2,286,687
Liabilities and Shareholders’ Equity
Current Liabilities:
	Accounts payable and accrued expenses			$	26,245		$	23,124
	Accrued salaries and wages				5,686			5,921
	Accrued interest				8,070			8,092
	Income taxes payable				10,982			8,012
	Other current liabilities				3,676			3,876
			Total current liabilities		54,659			49,025
Notes payable					659,526			704,450
Deferred income taxes					467,476			468,022
Other long term liabilities					4,093			3,937
Amounts due to Cox Enterprises, Inc.					10,191			—
			Total liabilities		1,195,945			1,225,434
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; 41,564,409 and 41,270,189 shares outstanding at June 30, 2002 and December 31, 2001, respectively				13,717			13,619
	Class B common stock, $0.33 par value: 135,000,000 shares authorized; 58,733,016 shares outstanding at June 30, 2002 and December 31, 2001				19,382			19,382
	Additional paid-in capital				623,980			618,803
	Accumulated other comprehensive loss, net of tax				(2,165	)		(2,059	)
	Retained earnings				424,027			413,163
					1,078,941			1,062,908
	Less: Class A common stock held in treasury (121,194 and 120,041 shares at cost at June 30, 2002 and December 31, 2001, respectively)				(1,683	)		(1,655	)
			Total shareholders’ equity		1,077,258			1,061,253
			Total liabilities and shareholders’ equity	$	2,273,203		$	2,286,687

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,
			2002			2001			2002			2001
					(Amounts in thousands, except per share data)
Net revenues:
	Local		$	84,396		$	80,522		$	147,295		$	143,599
	National			24,109			21,844			42,118			40,137
	Other			5,405			5,505			10,527			10,660
		Total revenues		113,910			107,871			199,940			194,396
Costs and expenses:
	Operating			25,092			24,127			44,958			44,361
	Selling, general and administrative			42,630			40,206			78,745			76,668
	Corporate general and administrative			4,365			3,555			8,466			7,199
	Depreciation			3,028			2,657			6,030			5,733
	Amortization			29			14,517			59			29,328
	Loss on sales of assets			18			170			375			296
	(Gain) loss on sales of radio stations			(49	)		72			102			(2,346	)
Operating income				38,797			22,567			61,205			33,157
Other income (expense):
Interest income				1			147			9			1,217
Interest expense				(10,049	)		(12,471	)		(20,238	)		(26,560	)
Other — net				(119	)		(122	)		(237	)		(243	)
Income before income taxes and cumulative effect of accounting change				28,630			10,121			40,739			7,571
Current income tax expense				5,000			4,421			7,053			4,203
Deferred income tax expense (benefit)				6,152			29			8,888			(946	)
Total income tax expense				11,152			4,450			15,941			3,257
Income before cumulative effect of accounting change				17,478			5,671			24,798			4,314
Cumulative effect of accounting change, net of tax				—			—			(13,934	)		(787	)
Net income			$	17,478		$	5,671		$	10,864		$	3,527
Basic net income per share
Income before cumulative effect of accounting change			$	0.17		$	0.06		$	0.25		$	0.04
Cumulative effect of accounting change				—			—			(0.14	)		(0.01	)
	Net income per common share		$	0.17		$	0.06		$	0.11		$	0.03
Diluted net income per share
Income before cumulative effect of accounting change			$	0.17		$	0.06		$	0.25		$	0.04
Cumulative effect of accounting change				—			—			(0.14	)		(0.01	)
	Net income per common share		$	0.17		$	0.06		$	0.11		$	0.03
Weighted average basic common shares outstanding				100,235			99,651			100,137			99,570
Weighted average diluted common shares outstanding				100,862			100,206			100,680			100,113

See notes to unaudited consolidated financial statements.

4

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

			Class A				Class B						Accumulated
			Common Stock				Common Stock				Additional		Other					Treasury Stock
											Paid-in		Comprehensive			Retained
			Shares		Amount		Shares		Amount		Capital		Loss			Earnings			Shares		Amount			Total
									(Amounts in thousands)
Balance at December 31, 2001				41,270	$	13,619		58,733	$	19,382	$	618,803	$	(2,059	)	$	413,163			120	$	(1,655	)	$	1,061,253
	Comprehensive income:
		Net income		—		—		—		—		—		—			10,864			—		—			10,864
		Unrealized loss on interest rate swaps		—		—		—		—		—		(192	)		—			—		—			(192	)
		Reclassification to earnings of transition adjustments		—		—		—		—		—		86			—			—		—			86
	Comprehensive income			—		—		—		—		—		—			—			—		—			10,758
	Repurchase of Class A common stock			—		—		—		—		—		—			—			1		(28	)		(28	)
	Issuance of Class A common stock related to incentive plans including tax benefit			294		98		—		—		5,177		—			—			—		—			5,275
Balance at June 30, 2002				41,564	$	13,717		58,733	$	19,382	$	623,980	$	(2,165	)	$	424,027			121	$	(1,683	)	$	1,077,258

See notes to unaudited consolidated financial statements.

5

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

			Six Months Ended
			June 30,
			2002			2001
			(Amounts in thousands)
Cash flows from operating activities:
Net income			$	10,864		$	3,527
Items not requiring cash:
	Depreciation			6,030			5,733
	Amortization			59			29,328
	Deferred income taxes			8,888			(946	)
	Tax benefit from exercise of stock options			1,996			549
	Loss on sales of assets			375			296
	Loss (gain) on sales of radio stations			102			(2,346	)
	Cumulative effect of accounting change, net of tax			13,934			787
Changes in assets and liabilities (net of effects of acquisitions and dispositions):
	Increase in accounts receivable			(9,167	)		(3,015	)
	Increase (decrease) in accounts payable and accrued expenses			2,270			(3,106	)
	Decrease in accrued salaries and wages			(235	)		(567	)
	(Decrease) increase in accrued interest			(22	)		3,295
	Increase in income taxes payable			2,970			3,068
	Other, net			(2,014	)		(2,580	)
		Net cash provided by operating activities		36,050			34,023
Cash flows from investing activities:
Capital expenditures				(6,167	)		(8,814	)
Acquisitions and related expenses, net of cash acquired				(365	)		(51,207	)
Decrease in other long-term assets				102			242
Proceeds from sales of assets				9			29
Proceeds from sales of radio stations				487			5,455
Change in amounts due to/from Cox Enterprises, Inc.				11,275			18,099
		Net cash provided by (used in) investing activities		5,341			(36,196	)
Cash flows from financing activities:
Net payments of revolving credit facilities				(44,924	)		(248,445	)
Proceeds from issuance of Senior Notes				—			248,028
Proceeds from stock options exercised				3,279			2,989
Increase in book overdrafts				1,067			2,472
Repurchase of Class A common stock				(28	)		—
Payment of debt issuance costs				(113	)		(1,907	)
		Net cash (used in) provided by financing activities		(40,719	)		3,137
Net increase in cash and cash equivalents				672			964
Cash and cash equivalents at beginning of period				7,961			6,950
Cash and cash equivalents at end of period			$	8,633		$	7,914
Supplemental disclosures of cash flow information:
	Cash paid during the period for:
		Interest	$	20,260		$	23,265
		Income taxes	$	2,087		$	586

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, 2001 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, 2002 are not necessarily indicative of the results to be expected for the year ending December 31, 2002 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 following disposition activity has been entered into or consummated during the six months ended June 30, 2002 and through August 14, 2002.

     In January 2002, Cox Radio disposed of the assets of KRTR-AM (formerly KGMZ-AM) serving Honolulu, Hawaii for $0.6 million. The buyer of the station had been operating the station under an LMA since October 2001.

     In June 2002, Cox Radio disposed of the assets of KCCN-AM serving Honolulu, Hawaii for $0.8 million.

     In August 2002, Cox Radio disposed of the assets of WBWL-AM serving Jacksonville, Florida for $2.5 million.

     The pro forma effects of these transactions are immaterial for the three-month and six-month periods ended June 30, 2002 and 2001.

7

3. COMMITMENTS AND CONTINGENCIES

     On June 30, 2000, Cox Radio entered into 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. On June 29, 2001, the five-year facility was amended to revise the definition of interest expense and to make certain other non-material changes. On June 28, 2002, Cox Radio replaced its $350 million, 364-day senior unsecured revolving credit facility with a $150 million, 364-day senior unsecured revolving credit facility. The interest rate for each facility is, at Cox Radio’s option, the greater of the prime rate or 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. Under the new $150 million 364-day senior unsecured revolving credit facility, Cox Radio may also choose an interest rate index based on the federal funds rate. The $150 million 364-day facility also amended certain financial covenants and provides for a letter of credit facility. 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, 2002, Cox Radio was in compliance with the covenants under both facilities. Cox Radio’s credit facilities contain Events of Default based on (i) the failure to pay when due other debt, the outstanding amount of which exceeds $25 million, after the expiration of applicable grace periods and (ii) the acceleration of other debt, the outstanding amount of which exceeds $25 million. At June 30, 2002, Cox Radio had approximately $210 million of outstanding indebtedness under the five-year facility with $140 million available, and no amounts outstanding under the 364-day facility with $150 million available. The interest rate applied to amounts due under the bank credit facilities was 2.475% at June 30, 2002. At December 31, 2001, Cox Radio had approximately $255 million of outstanding indebtedness under the five-year facility with $95 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 2.755% at December 31, 2001. Since the interest rate is variable, the recorded balance of the credit facilities approximates fair value. See Note 5 for a discussion of Cox Radio’s interest rate swap agreements.

     On June 20, 2002, Moody’s Investors Service, Inc. lowered its rating on Cox Radio’s senior, unsecured, long-term debt securities from Baa2 to Baa3. Following this action, Cox Radio’s Moody’s rating remains investment grade. This action did not have a material adverse effect on Cox Radio’s financial position, results of operations, or cash flows.

     Cox Radio has $450 million in outstanding public debt, as described below:

Principal Amount	Interest Rate			Maturity
$100,000,000(1)		6.25	%		2003
$100,000,000(1)		6.375	%		2005
$250,000,000(2)		6.625	%		2006

(1)	At June 30, 2002 and December 31, 2001, the estimated aggregate fair values of the 6.25% notes and the 6.375% notes were approximately $194.6 million and $205.8 million, respectively, based on quoted market prices. The notes due in 2003 have been classified as long-term debt because Cox Radio has the ability and intent to refinance this obligation on a long-term basis.
(2)	At June 30, 2002 and December 31, 2001, the estimated fair value of these notes was approximately $233.8 million and $256.8 million, respectively, based on quoted market prices.

8

     Cox Radio has an effective universal shelf registration statement under which Cox Radio and two financing trusts sponsored by Cox Radio may from time to time offer and issue debentures, notes, bonds and other evidence 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, stock purchase units and stock purchase rights of Cox Radio and preferred securities of the Cox Radio trusts. At June 30, 2002 and December 31, 2001, $244.8 million was available under the universal shelf registration.

     Cox Radio is the guarantor of certain acquisition debt of Honolulu Broadcasting, Inc. totaling $7.6 million. Honolulu Broadcasting, Inc. owns WARV-FM, serving Richmond, Virginia, and KGMZ-FM, serving Honolulu, Hawaii, and Cox Radio provides sales and marketing services under JSAs to these stations.

     In October 1999, the Radio Music License Committee, of which Cox Radio is a participant, filed a motion in the New York courts against Broadcast Music, Inc. to commence a rate-making proceeding on behalf of the radio industry and to seek a determination of fair and reasonable industry-wide license fees. Cox Radio is currently operating under interim license agreements for the period commencing January 1, 1997 at the rates and terms reflected in prior agreements. Cox Radio’s management estimates that the impact of an unfavorable outcome of the motion will not materially impact Cox Radio’s financial position, results of operations or cash flows.

     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. On October 30, 2001, the parties entered into a consent agreement staying all proceedings through April 2002. On May 24, 2002, the court granted the parties’ joint request for a further stay of all proceedings until the earlier of either six months, or a ruling by the Georgia Court of Appeals in a similar action pending against a third-party radio broadcast company. Cox Radio intends to defend this action vigorously. The outcome of this matter cannot be predicted at this time.

     Cox Radio and its controlling shareholder, Cox Broadcasting, Inc., have been sued in Georgia federal court by broadcast station broker Force Communications for breach of contract and other theories involving a failure to pay the broker a commission allegedly due on two transactions. The suit seeks contract damages in excess of $5 million plus interest, costs, expenses and attorneys’ fees. Following completion of discovery, the parties filed cross-motions for summary judgment and on July 1, 2002, the court granted defendants’ motion for summary judgment and denied Force Communications’ cross-motion for partial summary judgment. On July 5, 2002, the court entered judgment in favor of Cox Radio and Cox Broadcasting, Inc. on all counts. On July 31, 2002, Force Communications filed a notice of appeal to the United States Court of Appeals for the 11th Circuit from the order entering summary judgment in favor of Cox Radio and Cox Broadcasting, Inc. and from the entry of judgment. Cox Radio and Cox Broadcasting, Inc. intend to defend this matter vigorously on appeal. The outcome of this matter cannot be predicted at this time.

     Cox Radio is a party to various other legal proceedings that are ordinary and incidental to its business. Management does not expect that any of these legal proceedings currently pending will have a material adverse impact on Cox Radio’s consolidated financial position, consolidated results of operations or cash flows.

9

4. EARNINGS PER COMMON SHARE AND CAPITAL STRUCTURE

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2002			2001			2002			2001
		(Amounts in thousands, except per share data)
Income before cumulative effect of accounting change		$	17,478		$	5,671		$	24,798		$	4,314
Cumulative effect of accounting change			—			—			(13,934	)		(787	)
Net Income		$	17,478		$	5,671		$	10,864		$	3,527
Basic Net Income per Common Share
Weighted-average common shares outstanding			100,235			99,651			100,137			99,570
Income before cumulative effect of accounting change		$	0.17		$	0.06		$	0.25		$	0.04
Cumulative effect of accounting change			—			—			(0.14	)		(0.01	)
	Basic net income per common share	$	0.17		$	0.06		$	0.11		$	0.03
Diluted Net Income per Common Share
Weighted-average common shares outstanding – basic			100,235			99,651			100,137			99,570
Shares issuable on exercise of dilutive options			3,548			1,065			3,548			1,065
Shares assumed to be purchased with proceeds of options			(3,010	)		(716	)		(3,086	)		(727	)
Shares issuable pursuant to Employee Stock Purchase Plan			271			229			271			229
Shares assumed to be purchased with proceeds from Employee Stock Purchase Plan			(182	)		(23	)		(190	)		(24	)
Shares applicable to diluted net income per common share			100,862			100,206			100,680			100,113
Income before cumulative effect of accounting change		$	0.17		$	0.06		$	0.25		$	0.04
Cumulative effect of accounting change			—			—			(0.14	)		(0.01	)
	Diluted net income per common share	$	0.17		$	0.06		$	0.11		$	0.03

     Options to purchase 766,194 shares of Class A Common Stock at $31.66 per share were outstanding during the three-month and six-month periods ended June 30, 2002, but were not included in the computation of diluted net income per common share because the options’ exercise price were greater than the average market price of the Class A Common Stock at the end of each period. The options, which expire in 2009, were still outstanding as of June 30, 2002.

10

5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

     Cox Radio is exposed to fluctuations in interest rates. Cox Radio actively monitors these fluctuations and uses derivative instruments from time to time to manage the related risk. In accordance with its risk management strategy, Cox Radio uses derivative instruments only for the purpose of managing risk associated with an asset, liability, committed transaction, or probable forecasted transaction that is identified by management. Cox Radio’s use of derivative instruments may result in short-term gains or losses and may increase volatility in its earnings. Cox Radio had three interest rate swap agreements outstanding as of June 30, 2002, each of which is 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. Although Cox Radio is exposed to credit loss in the event of nonperformance by these counterparties, Cox Radio does not anticipate nonperformance by these counterparties nor would Cox Radio expect any such loss to be material.

     On January 1, 2001, Cox Radio adopted the Financial Accounting Standards Board’s (the “FASB”) Statement of Financial Accounting Standards (“Statement”) No. 133, as amended, “Accounting for Derivative Instruments and Hedging Activities,” as amended by Statement No. 137, “Accounting for Derivative Instruments and Hedging Activities — Deferral of the Effective Date of FASB Statement No. 133,” and Statement No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities.” Statement No. 133, as amended, 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 transactions must be designated, reassessed and documented pursuant to the provisions of Statement No. 133, as amended.

     Under Statement No. 133, as amended, the accounting for changes in the fair values of derivative instruments at each new measurement date is dependent upon their intended use. The effective portion of changes in the fair values 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 values of derivative instruments designated as cash flow hedges are immediately reclassified to earnings. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense.

     Cox Radio’s three interest rate swap agreements qualify as cash flow hedges, and upon adoption of Statement No. 133, as amended, 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 were presented as a cumulative effect of change in accounting principle, net of tax, in the Consolidated Statements of Income and Shareholders’ Equity for the year ended December 31, 2001. The portion of the transition adjustment affecting earnings relates to the previously recorded fair values of the derivatives.

     During the three-month and six-month periods ended June 30, 2002 and 2001, there was no ineffective portion related to the changes in fair values 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 quarter of 2001 and during each of the first two quarters of 2002. The balance of ($0.1) million recorded in accumulated other comprehensive loss at June 30, 2002 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, 2003 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.

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     At June 30, 2002, interest rate swap agreements with a $75 million notional principal amount were outstanding at an average rate of 6.28% per annum and an average maturity of 3 years. The estimated fair value of these swap agreements, based on current market rates, approximated a net payable of $4.1 million and $3.8 million at June 30, 2002 and December 31, 2001, respectively. The fair value of the swap agreements at June 30, 2002 is included in other current liabilities and other long-term liabilities according to the respective maturity dates of the swaps.

6. GOODWILL AND OTHER INTANGIBLE ASSETS

     In June 2001, the FASB issued Statement No. 142, “Goodwill and Other Intangible Assets,” which requires that goodwill and certain intangible assets not be amortized. Instead, these assets are to be reviewed annually for impairment and written down only in the periods in which the recorded value of goodwill and certain intangibles is more than their fair value. The provisions of Statement No. 142 also require the completion of a transitional impairment test within six months of adoption, with any impairments identified treated as a cumulative effect of a change in accounting principle. Cox Radio adopted this Statement on January 1, 2002.

     In accordance with Statement No. 142, Cox Radio discontinued the amortization of its FCC licenses and goodwill effective January 1, 2002. During the quarter ended March 31, 2002, Cox Radio also recognized an after-tax impairment charge of $13.9 million related to changes in valuation assumptions for FCC licenses in certain markets based on independent appraisals. A reconciliation of previously reported net income and earnings per share to the amounts adjusted for the exclusion of amortization of goodwill and intangible assets with indefinite lives, net of the related income tax effect, follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2002		2001		2002			2001
	(Amounts in thousands, except per share data)
Income before cumulative effect of accounting change	$	17,478	$	5,671	$	24,798		$	4,314
Cumulative effect of accounting change		—		—		(13,934	)		(787	)
Net income	$	17,478	$	5,671	$	10,864		$	3,527
Income before cumulative effect of accounting change	$	17,478	$	5,671	$	24,798		$	4,314
Add: FCC license and goodwill amortization, net of tax		—		9,326		—			18,829
Adjusted income before cumulative effect of accounting change	$	17,478	$	14,997	$	24,798		$	23,143
Basic income per common share before cumulative effect of accounting change
Income per basic common share before cumulative effect of accounting change	$	0.17	$	0.06	$	0.25		$	0.04
FCC license and goodwill amortization, net of tax, per basic common share		—		0.09		—			0.19
Adjusted income per basic common share before cumulative effect of accounting change	$	0.17	$	0.15	$	0.25		$	0.23
Diluted income per common share before cumulative effect of accounting change
Income per diluted common share before cumulative effect of accounting change	$	0.17	$	0.06	$	0.25		$	0.04
FCC license and goodwill amortization, net of tax, per diluted common share		—		0.09		—			0.19
Adjusted income per diluted common share before cumulative effect of accounting change	$	0.17	$	0.15	$	0.25		$	0.23

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	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2002		2001		2002		2001
	(Amounts in thousands, except per share data)
Net income	$	17,478	$	5,671	$	10,864	$	3,527
Add: FCC license and goodwill amortization, net of tax		—		9,326		—		18,829
Adjusted net income	$	17,478	$	14,997	$	10,864	$	22,356
Basic net income per common share
Net income per basic common share	$	0.17	$	0.06	$	0.11	$	0.03
FCC license and goodwill amortization, net of tax, per basic common share		—		0.09		—		0.19
Adjusted net income per basic common share	$	0.17	$	0.15	$	0.11	$	0.22
Diluted net income per common share
Net income, per diluted common share	$	0.17	$	0.06	$	0.11	$	0.03
FCC license and goodwill amortization, net of tax, per diluted common share		—		0.09		—		0.19
Adjusted net income per diluted common share	$	0.17	$	0.15	$	0.11	$	0.22

     The following table reflects the components of intangible assets as of June 30, 2002 (amounts in thousands):

	Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets — other	$	547	$	320
Non-amortized intangible assets – FCC Licenses	$	2,054,334	$	—

     Amortization expense for the three and six months ended June 30, 2002 was less than $0.1 million. Cox Radio’s management currently believes that Cox Radio’s amortization expense for each of the five succeeding fiscal years will be approximately $0.2 million.

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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-month and six-month periods ended June 30, 2002 and 2001.

     This report contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, 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, the possibility that advertisers may cancel or postpone schedules in response to political events, 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, 2001. 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. Broadcast Cash Flow is net revenues less station operating expenses. Although Broadcast Cash Flow is not recognized under accounting principles generally accepted in the United States of America, it is accepted by the broadcasting industry as a generally recognized measure of performance and is used by analysts who report publicly on the condition and performance of broadcasting companies. For the foregoing reasons, Cox Radio believes that this measure will be useful to investors. However, Broadcast 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 broadcast on its radio stations. Historically, approximately 73% 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.

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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 following disposition activity has been entered into or consummated during the six months ended June 30, 2002 and through August 14, 2002.

     In January 2002, Cox Radio disposed of the assets of KRTR-AM (formerly KGMZ-AM) serving Honolulu, Hawaii for $0.6 million. The buyer of the station had been operating the station under an LMA since October 2001.

     In June 2002, Cox Radio disposed of the assets of KCCN-AM serving Honolulu, Hawaii for $0.8 million.

     In August 2002, Cox Radio disposed of the assets of WBWL-AM serving Jacksonville, Florida for $2.5 million.

RESULTS OF OPERATIONS

Three months ended June 30, 2002 compared to three months ended June 30, 2001

     Net revenues for the second quarter of 2002 increased $6.0 million to $113.9 million, a 5.6% increase compared to the second quarter of 2001. This increase was primarily due to increases in net revenues in almost every market as a result of improved advertising conditions and strong ratings performance.

     Station operating expenses for the second quarter of 2002 increased $3.4 million to $67.7 million, an increase of 5.3% compared to the second quarter of 2001. The increase in expenses is primarily related to higher programming and sales related costs, which are driven by ratings and revenues, respectively.

     Broadcast cash flow for the second quarter of 2002 increased $2.7 million to $46.2 million, a 6.1% increase over the second quarter of 2001, for the reasons discussed above.

     Corporate general and administrative expenses increased $0.8 million to $4.4 million primarily as a result of expenses incurred to create an in-house marketing research group, increased incentive compensation due to increased earnings in 2002, and one-time charges related to relocation of certain key personnel.

     Operating income for the second quarter of 2002 increased $16.2 million to $38.8 million, primarily as a result of the implementation of Financial Accounting Standards No. 142, which disallows the amortization of goodwill and intangibles assets with indefinite lives, including FCC licenses, and for the reasons discussed above. Amortization expense for the second quarter of 2001 was $14.5 million and amortization expense for the second quarter of 2002 was less than $0.1 million.

     Interest expense during the second quarter of 2002 totaled $10.0 million, as compared to $12.5 million for the second quarter 2001, as a result of lower overall outstanding debt, as well as a decrease in the average interest rate on Cox Radio’s outstanding floating rate debt.

     Income tax expense increased to $11.2 million in the second quarter of 2002 compared to an income tax expense of $4.5 million in the second quarter of 2001, primarily as a result of increased earnings in 2002 and partially offset by a decrease in the overall effective rate as a result of implementing Financial Accounting Standards No. 142.

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     Net income for the second quarter of 2002 was $17.5 million, as compared to $5.7 million for the second quarter of 2001, primarily as a result of the reasons discussed above.

Six months ended June 30, 2002 compared to six months ended June 30, 2001

     Net revenues for the first six months of 2002 increased $5.5 million to $199.9 million, a 2.9% increase compared to the first six months of 2001. This increase was primarily due to increases in net revenues in almost every market as a result of improved advertising conditions and strong ratings performance during the second quarter of 2002.

     Station operating expenses for the first six months of 2002 increased $2.7 million to $123.7 million, an increase of 2.2% compared to the first six months of 2001. The increase in expenses is primarily related to higher programming and sales related costs, which are driven by ratings and revenues, respectively.

     Broadcast cash flow for the first six months of 2002 increased $2.9 million to $76.2 million, a 3.9% increase over the first six months of 2001, for the reasons discussed above.

     Corporate general and administrative expenses increased $1.3 million to $8.5 million primarily as a result of our enhanced regional operating management structure, one-time charges associated with a buy-out of certain programming contracts, expenses incurred to create an in-house marketing research group, increased incentive compensation related to increased earnings in 2002, and one-time charges related to relocation of certain key personnel.

     Operating income for the first six months of 2002 increased $28.0 million to $61.2 million, primarily as a result of the implementation of Financial Accounting Standards No. 142 and for the reasons discussed above. Amortization expense for the first six months of 2001 was $29.3 million and amortization expense for the first six months of 2002 was less than $0.1 million.

     Interest expense during the first six months of 2002 totaled $20.2 million, as compared to $26.6 million for the first six months of 2001, as a result of lower overall outstanding debt as well as a decrease in the average interest rate on Cox Radio’s outstanding floating rate debt.

     Income taxes increased to $15.9 million in the first six months of 2002 compared to $3.3 million in the first six months of 2001, primarily as a result of increased earnings in 2002 and partially offset by a decrease in the overall effective rate as a result of implementing Financial Accounting Standards No. 142.

     Net income for the first six months of 2002 was $10.9 million, as compared to $3.5 million for the first six months of 2001, primarily as a result of the reasons discussed above and offset by a $13.9 million after-tax loss related to the cumulative effect of accounting change as a result of adopting Statement No. 142.

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 0.40%. Cox Enterprises continues to perform day-to-day cash management services for Cox Radio. Cox Radio had approximately $10.2 million in amounts due to Cox Enterprises as of June 30, 2002 and $1.1 million in amounts due from Cox Enterprises at December 31, 2001. Certain Cox Radio employees participate in the retirement plan of Cox Enterprises, and as of December 31, 2001 and June 30, 2002, the fair value of assets held in the plan exceeded the actuarial present value of benefit obligations of the plan.

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     For the six months ended June 30, 2002, as compared to the six months ended June 30, 2001, cash from operations increased $2.0 million to $36.1 million, primarily attributable to the net change in working capital accounts.

     On June 30, 2000, Cox Radio entered into 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. On June 29, 2001, the five-year facility was amended to revise the definition of interest expense and to make certain other non-material changes. On June 28, 2002, Cox Radio replaced its $350 million, 364-day senior unsecured revolving credit facility with a $150 million, 364-day senior unsecured revolving credit facility. The interest rate for each facility is, at Cox Radio’s option, the greater of the prime rate or 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. Under the new $150 million 364-day senior unsecured revolving credit facility, Cox Radio may also choose an interest rate index based on the federal funds rate. The $150 million 364-day facility also amended certain financial covenants and provides for a letter of credit facility. 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, 2002, Cox Radio was in compliance with the covenants under both facilities. Cox Radio’s credit facilities contain Events of Default based on (i) the failure to pay when due other debt, the outstanding amount of which exceeds $25 million, after the expiration of applicable grace periods and (ii) the acceleration of other debt, the outstanding amount of which exceeds $25 million. At June 30, 2002, Cox Radio had approximately $210 million of outstanding indebtedness under the five-year facility with $140 million available, and no amounts outstanding under the 364-day facility with $150 million available. The interest rate applied to amounts due under the bank credit facilities was 2.475% at June 30, 2002. At December 31, 2001, Cox Radio had approximately $255 million of outstanding indebtedness under the five-year facility with $95 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 2.755% at December 31, 2001. Since the interest rate is variable, the recorded balance of the credit facilities approximates fair value. See Note 5 for a discussion of Cox Radio’s interest rate swap agreements.

     On June 20, 2002, Moody’s Investors Service, Inc. lowered its rating on Cox Radio’s senior, unsecured, long-term debt securities from Baa2 to Baa3. Following this action, Cox Radio’s Moody’s rating remains investment grade. This action did not have a material adverse effect on Cox Radio’s financial position, results of operations or cash flows.

     Cox Radio has $450 million in outstanding public debt, as described below.

Principal Amount			Interest Rate			Maturity
$	100,000,000	(1)		6.25	%		2003
$	100,000,000	(1)		6.375	%		2005
$	250,000,000	(2)		6.625	%		2006

(1)	At June 30, 2002 and December 31, 2001, the estimated aggregate fair values of the 6.25% notes and the 6.375% notes were approximately $194.6 million and $205.8 million, respectively, based on quoted market prices. The notes due in 2003 have been classified as long-term debt because Cox Radio has the ability and intent to refinance this obligation on a long-term basis.
(2)	At June 30, 2002 and December 31, 2001, the estimated fair value of these notes was approximately $233.8 million and $256.8 million, respectively, based on quoted market prices.

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     Cox Radio has an effective universal shelf registration statement under which Cox Radio and two financing trusts sponsored by Cox Radio may from time to time offer and issue debentures, notes, bonds and other evidence 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, stock purchase units and stock purchase rights of Cox Radio and preferred securities of the Cox Radio trusts. At June 30, 2002 and December 31, 2001, $244.8 million was available under the universal shelf registration.

     Cox Radio is the guarantor of certain acquisition debt of Honolulu Broadcasting, Inc. totaling $7.6 million. Honolulu Broadcasting, Inc. owns WARV-FM, serving Richmond, Virginia, and KGMZ-FM, serving Honolulu, Hawaii, and Cox Radio provides sales and marketing services under JSAs to these stations.

     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 acquisitions, will be funded by various sources, including the proceeds from bank financing and, if or when appropriate, other issuances of securities.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     Cox Radio is exposed to a number of financial market risks in the ordinary course of business. Cox Radio’s primary financial 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. Cox Radio has engaged in several strategies to manage these market risks. Cox Radio’s indebtedness under its 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 of debt for fixed interest rates. These agreements have an average fixed rate of 6.28% per annum and an average remaining maturity of three years. Concurrently with the adoption of Statement of Financial Accounting Standard No. 133, “Accounting for Derivative Instruments and Hedging Activities,” in January 2001, Cox Radio formally designated these agreements as cash flow hedges as discussed in Note 5 to the consolidated financial statements included herein. 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 by 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 $4.1 million and $3.8 million at June 30, 2002 and December 31, 2001, respectively. The fair value of the swap agreements at June 30, 2002 is included in other current liabilities and other long-term liabilities according to the respective maturity dates of the swaps.

     The determination of the estimated fair value of Cox Radio’s fixed rate debt is subject to the effects of interest rate risk. The estimated fair value of the fixed-rate debt instruments at June 30, 2002 was $428.4 million, compared to a carrying amount of $449.5 million. The estimated fair value of Cox Radio’s fixed-rate debt instruments at December 31, 2001 was $462.6 million, compared to a carrying amount of $449.5 million. The effect of a hypothetical one percentage point decrease in interest rates would be to increase the estimated fair value of the fixed-rate debt instruments from $428.4 million to $439.2 million at June 30, 2002 and from $462.6 million to $476.5 million at December 31, 2001.

     The estimated fair values of debt instruments are based on discounted cash flow analyses using Cox Radio’s borrowing rate for similar types of borrowing arrangements and dealer quotations. The Cox Radio revolving credit facilities and Cox Enterprises’ borrowings bear interest based on 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 valuation methodologies that it believes to be appropriate. 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 or pay in a current market transaction.

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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. On October 30, 2001, the parties entered into a consent agreement staying all proceedings through April 2002. On May 24, 2002, the court granted the parties’ joint request for a further stay of all proceedings until the earlier of either six months, or a ruling by the Georgia Court of Appeals in a similar action pending against a third-party radio broadcast company. Cox Radio intends to defend this action vigorously. The outcome of this matter cannot be predicted at this time.

     Cox Radio and its controlling shareholder, Cox Broadcasting, Inc., have been sued in Georgia federal court by broadcast station broker Force Communications for breach of contract and other theories involving a failure to pay the broker a commission allegedly due on two transactions. The suit seeks contract damages in excess of $5 million plus interest, costs, expenses and attorneys’ fees. Following completion of discovery, the parties filed cross-motions for summary judgment and on July 1, 2002, the court granted defendants’ motion for summary judgment and denied Force Communications’ cross-motion for partial summary judgment. On July 5, 2002, the court entered judgment in favor of Cox Radio and Cox Broadcasting, Inc. on all counts. On July 31, 2002, Force Communications filed a notice of appeal to the United States Court of Appeals for the 11th Circuit from the order entering summary judgment in favor of Cox Radio and Cox Broadcasting, Inc. and from the entry of judgment. Cox Radio and Cox Broadcasting, Inc. intend to defend this matter vigorously on appeal. The outcome of this matter cannot be predicted at this time.

     Cox Radio is a party to various other legal proceedings that are ordinary and incidental to its business. Management does not expect that any of these legal proceedings currently pending will have a material adverse impact on Cox Radio’s consolidated financial position, consolidated results of operations or cash flows.

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

     Cox Radio held its Annual Meeting of Stockholders on May 15, 2002. Three matters were voted upon at the meeting: (a) the election of a Board of Directors of nine members to serve until the 2003 Annual Meeting or until their successors are duly elected and qualified; (b) approval of adoption of Cox Radio’s 2001 Employee Stock Purchase 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, 2002.

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

Nominee	Votes in Favor		Votes Withheld
G. Dennis Berry		617,381,909		4,657,647
David E. Easterly		621,229,778		809,778
Ernest D. Fears, Jr.		621,365,995		673,561
Richard A. Ferguson		617,384,706		4,654,850
Paul M. Hughes		621,367,054		672,502
James C. Kennedy		617,606,874		4,432,682
Marc W. Morgan		617,384,949		4,654,607
Robert F. Neil		617,362,790		4,676,766
Nicholas D. Trigony		621,215,692		823,864

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     The 2001 Employee Stock Purchase Plan was approved with 620,759,307 votes in favor, 1,256,780 votes opposed to and 23,469 abstentions.

     Ratification of Deloitte & Touche LLP as independent auditors for the fiscal year ending December 31, 2002 was approved with 621,881,718 votes in favor, 155,244 votes opposed to and 2,594 abstentions.

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)3.1	—	Amended and Restated Certificate of Incorporation of Cox Radio, Inc.
(2)3.2	—	Certificate of Amendment to Certificate of Incorporation of Cox Radio, Inc.
(3)3.3	—	Amended and Restated Bylaws of Cox Radio, Inc.
10.1	—	Amended and Restated 364-Day Credit Agreement dated as of June 28, 2002 among Cox Radio, Inc., the Banks party thereto, JPMorgan Chase Bank, as Administrative Agent, and Bank of America, N.A. and Wachovia Bank, National Association, as Syndication Agents.
99.1	—	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2	—	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)	Incorporated by reference to the corresponding exhibit of Cox Radio’s Registration Statement on Form S-1 (Commission File No. 333-08737).
(2)	Incorporated by reference to Exhibit 3.2 of Cox Radio’s Form 8-A12B/A filed on February 15, 2002.
(3)	Incorporated by reference to Exhibit 3.2 of Cox Radio’s Registration Statement on Form S-1 (Commission File No. 333-08737).

(b)  Reports on Form 8-K

     On June 25, 2002, Cox Radio filed an Item 5, Current Report on Form 8-K to disclose that Moody’s Investors Service, Inc. lowered its rating on Cox Radio’s senior unsecured long-term debt securities, that Cox Radio’s Moody’s rating remains investment grade and that this action did not have a material adverse effect on Cox Radio’s day-to-day operations or liquidity position.

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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 14, 2002	/s/ Neil O. Johnston
	Neil O. Johnston Vice President and Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer and duly authorized officer)

22 EX-10.1 3 g77557exv10w1.txt AMENDED AND RESTATED CREDIT AGREEMENT EXHIBIT 10.1 CONFORMED COPY AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of June 28, 2002 (this "2002 Amendment and Restatement"), among Cox Radio, Inc., the banks party hereto (the "Banks"), JPMorgan Chase Bank (the "Administrative Agent"), as administrative agent and Bank of America, N.A. and Wachovia Bank, National Association, as syndication agents (the "Syndication Agents"). A. On June 29, 2001, the Company, certain of the Banks and the Administrative Agent entered into an Amended and Restated 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. 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. (a) Amendment to Article I. Article I of the Credit Agreement is hereby amended by: (i) 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 3, 2002 among JPMCB, J.P. Morgan Securities Inc. ("JPMorgan"), the Company and the other parties thereto." (ii) 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 Amended and Restated 364-Day Credit Agreement dated as of 2 June 29, 2001, among the Company and the banks and the agents party thereto." (iii) Amending the definition of the term "Interest Period" by adding the text", Federal Funds Rate Loan" after "Eurodollar Loan" therein, moving the "and" at the end of clause (a) to the end of clause (b), and adding the following to the end thereof: "(c) in the case of Federal Funds Rate Loans, ending not less than one day nor more than 30 days thereafter;" (iv) Amending the definition of the term "Chase" to read as follows: ""JPMCB" shall mean JPMorgan Chase Bank, a New York banking corporation having its principal offices located at 270 Park Avenue, New York, New York 10017" and as so amended moving the definition to its proper alphabetical position. Each reference in the Credit Agreement to the defined term "Chase" is amended to refer to "JPMCB". (v) In the definition of the term "Majority Banks", deleting both instances of the text "at least 51%" and substituting in each instance the text "greater than 50%". (vi) Amending the definition of the term "Margin Percentage" by inserting the text ", Federal Funds Borrowing Rate" immediately after the first instance of the term "CD Rate", inserting the text ", Federal Funds Rate Loans" 3 immediately after the term "CD Rate Loans", and replacing the grid therein with the following:

Applicable Margin (%)-- Applicable CD Rate and Margin (%)-- Federal Funds Commitment Eurodollar Borrowing Rate Category Ratings Fee Rate (%) Loans Loans (%) Category 1 > A-/A3 0.09 0.40 .525 - Category 2 BBB+/Baa1 0.10 0.50 .625 Category 3 BBB/Baa2 0.125 0.625 .750 Category 4 BBB-/Baa3 0.15 0.75 .875 Category 5 < BB+/Ba1 0.20 1.00 1.125 -

(vii) In the definition of the term "Maturity Date", deleting the word "fourth" and substituting therefor the word "third". (viii) Deleting the definition of the term "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, 2002, or if any such date is not a Business Day, the respective Quarterly Date shall be the next preceding Business Day." (ix) In the definition of the term "Revolving Loans", adding immediately after the text "CD Rate Loans", the text ", Federal Funds Rate Loans". (x) Deleting the definition of the term "Termination Date" and substituting therefor the following: ""Termination Date" shall mean June 27, 2003." (xi) Adding in the appropriate alphabetical order the following definitions: "Federal Funds Rate Loans" shall mean those Loans which may be made under this Agreement and which are described in Section 2.01(d)(iv) on which the Company shall pay interest at a rate based on the Federal Funds Borrowing Rate. "Issuing Bank" shall mean JPMCB and its successors in such capacity as provided in Section 2.08(i). The 4 Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term "Issuing Bank" shall include any such Affiliate executing this Agreement as Issuing Bank, in its capacity as issuer of Letters of Credit hereunder. "LC Disbursement" shall mean a payment made by the Issuing Bank pursuant to a Letter of Credit. "LC Exposure" shall mean, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Company at such time. The LC Exposure of any Bank at any time shall be its Applicable Percentage of the total LC Exposure at such time. "LC Participation Fees" shall have the meaning set forth in Section 4.05. "Letter of Credit" shall mean any letter of credit issued pursuant to this Agreement. "Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's Affiliates. (b) Amendment to Section 2.01(a). Section 2.01(a) is hereby amended by deleting the text "exceed $350,000,000" and substituting therefor the text "and letters of credit exceed $150,000,000", and by inserting the text ", Federal Funds Rate Loans" immediately after the term "Alternate Base Rate Loans" therein. (c) Amendment to Exhibit 2.01(a). Exhibit 2.01(a) to the Credit Agreement is hereby amended by deleting such Exhibit 2.01(a) and substituting therefor Exhibit 2.01(a) hereto. (d) Amendment to Section 2.01(b)(i). Section 2.01(b) is hereby amended by inserting the text "Federal Funds Rate Loans or" immediately before the first instance of the term "Alternate Base Rate Loans", replacing the text "and the Alternate Base Rate" with the text "and the Federal Funds Rate or the Alternate Base Rate, as the case may be", inserting in subclause (x) thereof the text ", Federal Funds Rate Loans" immediately after the term "CD 5 Rate Loans", and inserting into subclause (y) thereof the text ", Federal Funds Rate Loans" after the term "Eurodollar Loans". (e) Amendment to Section 2.01(d). Section 2.01(d) is hereby amended by adding the following clause immediately after clause (iii), and renumbering the following clauses therein as appropriate: (iv) Each Federal Funds Rate Loan shall be made in Dollars and shall bear interest on the unpaid principal amount thereof from time to time outstanding at a rate per annum (for the actual number of days elapsed, based on a year of 360 days) which shall be equal to the lesser of (A) the Federal Funds Borrowing Rate plus the applicable Margin Percentage, or (B) the Highest Lawful Rate. Section 2.01(d) is further amended by adding at the end thereof the following clause: "(vii) Subject to the provisions of clause (vi) of this Section 2.01(d), following the Termination Date, each Loan shall bear interest at a rate per annum equal to 0.25% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.01(d). Subject to clause (vi) of this Section 2.01(d), the interest rate provided for under this paragraph shall at all times following the Termination Date constitute the total interest applicable to such Loan." (f) Amendment to Section 2.01(e)(i). Section 2.01(e)(i) is hereby amended by inserting the text ", Federal Funds Rate Loans" immediately after the term "CD Rate Loans", inserting the text ", Federal Funds Rate Loan" after the text "Alternate Base Rate Loan", and inserting the text ", Federal Funds Rate Loans" after the final instance of the text "Alternate Base Rate Loans". (g) Amendment to Section 2.01(h). Section 2.01(h) is hereby amended by inserting the text "or Letter of Credit" after both instances of the word "Loan". (h) Amendment to Section 2.01(i). Section 2.01(i) is hereby amended by deleting the word "fourth", and substituting therefor the word "third". 6 (i) Amendment to Article II. Article II is hereby amended by adding at the end thereof the following section: SECTION 2.08. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Company may request the issuance of Letters of Credit for its own account, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time prior to the date five Business Days prior to the Termination Date. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Company to, or entered into by the Company with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Company shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Company also shall submit a letter of credit application on the Issuing Bank's standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $25,000,000 and (ii) the sum of (I) the outstanding 7 aggregate principal amount of all Loans and (II) the LC Exposure shall not exceed the Total Commitment. (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the date that is five Business Days prior to the Termination Date. (d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Banks, the Issuing Bank hereby grants to each Bank, and each Bank hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Bank's Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Bank's Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Company on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Company for any reason. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Company shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Company receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on 8 the day of receipt, or (ii) the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than the minimum borrowing amount, the Company may, subject to the conditions to borrowing set forth herein, request that such payment be financed with an Alternate Base Rate Loan or Federal Funds Rate Loan in an equivalent amount and, to the extent so financed, the Company's obligation to make such payment shall be discharged and replaced by the resulting Alternate Base Rate Loan or Federal Funds Rate Loan. If the Company fails to make such payment when due, the Administrative Agent shall notify each Bank of the applicable LC Disbursement, the payment then due from the Company in respect thereof and such Bank's Applicable Percentage thereof. Promptly following receipt of such notice, each Bank shall pay to the Administrative Agent its Applicable Percentage of the LC Disbursement not reimbursed by the Company, in the same manner as provided in Section 2.01 with respect to Loans made by such Bank (and Section 2.01 shall apply, mutatis mutandis, to the payment obligations of the Banks), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Banks. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Banks have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Banks and the Issuing Bank as their interests may appear. Any payment made by a Bank pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of Alternate Base Rate Loans or Federal Funds Rate Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement. (f) Obligations Absolute. The Company's obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of 9 Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Company's obligations hereunder. Neither the Administrative Agent, the Banks, the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Company to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Company to the extent permitted by applicable law) suffered by the Company that are caused by the Issuing Bank's failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, at its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. 10 (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Company by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Company of its obligation to reimburse the Issuing Bank and the Banks with respect to any such LC Disbursement. (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Company shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Company reimburses such LC Disbursement, at the Default Rate. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Bank pursuant to paragraph (e) of this Section to reimburse any Issuing Bank shall be for the account of such Bank to the extent of such payment. (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Company, the Administrative Agent, the Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Banks of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Company shall pay all unpaid fees accrued for the account of the replaced Issuing Bank. From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of the Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such 11 replacement, but shall not be required to issue additional Letters of Credit. (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Banks with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Company shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Banks, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company described in Section 10.11 or 10.12. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Company under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Company's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Company for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Banks with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Company under this Agreement. If the Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Company within three Business Days after all Events of Default have been cured or waived. 12 (k) Amendment to Article III. Article III is hereby amended by inserting the text "Federal Funds Rate Loans or" immediately before each instance of the term "Alternate Base Rate Loans" therein. (l) Amendment to Section 4.01. Section 4.01 is hereby amended by deleting the text "an administration fee pursuant to the terms and conditions set forth in the Agent's Fee Letter", and substituting therefor the text "the agreed upon administrative fees". (m) Amendment to Section 4.02. Section 4.02 is hereby amended by adding the following text at the end thereof: "For purposes of computing Commitment Fees with respect to Commitments, a Commitment of a Bank shall be deemed to be used to the extent of the LC Exposure of such Bank." (n) Amendment to Section 4.03. Section 4.03 is hereby amended by adding the text ", LC Exposure" after the text "Loans)", adding the text "and LC Exposure" after each instance of the text "outstanding Loans", and adding the text "and LC Exposure" after the text "(a) Loans" and after the text "(b) loans". (o) Amendment to Section 4.04. Section 4.04 is hereby amended by replacing the text "Swingline Exposure" with the text "Swingline Exposure, LC Exposure". (p) Amendment to Article IV. Article IV is hereby amended by inserting at the end thereof the following section: SECTION 4.05. LC Participation Fees. The Company agrees to pay (i) to the Administrative Agent for the account of each Bank a participation fee ("LC Participation Fee") with respect to its participations in Letters of Credit, which shall accrue at the Margin Percentage used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Bank's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Bank's Commitment terminates and the date on which such Bank ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed 13 upon by the Borrower and the Issuing Bank on the average daily stated amount of the Letters of Credit issued by the Issuing Bank during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (q) Amendment to Article V. Article V is hereby amended by adding the following text at the end thereof: "The Letters of Credit will be used for general corporate purposes." (r) 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. (s) Amendment to Section 6.02. Section 6.02 of the Credit Agreement is hereby amended by: (i) Deleting the first sentence thereof and substituting therefor the following: "The Company has furnished each Bank with the consolidated financial statements for the Company and its Subsidiaries as at and for its fiscal year ended December 31, 2001, accompanied by the opinion of Deloitte & Touche, and quarterly consolidated financial statements as at and for the period ended March 31, 2002." 14 (ii) Deleting "March 31, 2001" in the last sentence thereof and substituting therefor "March 31, 2002". (t) 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. (u) Amendment to Section 6.14. Section 6.14 is hereby amended by replacing "June, 2000" with "June, 2002". (v) Amendment to Section 7.02. Section 7.02 is hereby amended by inserting the following text immediately following the first ")" in the first paragraph therein: ", and of the Issuing Bank to issue Letters of Credit," (w) Amendment to Section 7.02(d). Section 7.02(d) is hereby amended by adding the text "in all material respects" after both instances of the word "true". (x) Amendment to Section 8.01(a). Section 8.01(a) of the Credit Agreement is hereby amended by deleting the phrase "January 1, 2002, through December 30, 2002" contained in the table therein and replacing it with the phrase "January 1, 2002, through December 31, 2002." (y) Amendment to Section 8.01(b). Section 8.01(b) of the Credit Agreement is hereby amended by deleting the entire clause and substituting therefor the following: "(b) an Interest Coverage Ratio for any four consecutive fiscal quarter (commencing with such period ending on June 30, 2002) period of not less than 2.0 to 1.0." (z) Amendment to Section 8.02. The final paragraph of Section 8.02 is hereby amended by deleting the third sentence thereof and substituting therefor the following: "Together with each delivery of financial statements required by clause (a) above, the Company will deliver to each Bank a written statement of said accountants that, in conducting the audit necessary to the issuance of an opinion on such financial statements, nothing came to their attention that caused them to believe that an Event of Default or Default relating to financial and accounting 15 matters (an "Accounting Event of Default or Default") had occurred, or, if such accountants shall have obtained knowledge of any such Accounting Event of Default or Default, such statement shall specify the nature and period of existence thereof; provided that such accountants shall not be liable directly or indirectly to any Bank for failure to obtain knowledge of any such Accounting Event of Default or Default; and provided further that in issuing such statement, such accountants shall not be required to go beyond those auditing procedures conducted in connection with their issuance of the opinion referred to above." (aa) 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. (bb) Amendment to Article X. Article X is hereby amended by inserting the following text immediately after both instances of the phrase "to make Loans" in the first paragraph thereof: "and of the Issuing Bank to issue Letters of Credit". (cc) Amendment to Section 10.03. Section 10.03 is hereby amended by inserting the following text at the end of clause (a) therein: "provided that a default under other Debt of the Company or any Restricted Subsidiary as described in this clause (a) shall not constitute an Event of Default under this agreement unless (x) the Company or such Restricted Subsidiary is aware of the default under such other Debt and, if no grace period of at least 3 days is provided for under the other Debt, 3 days have passed since the Company or Restricted Subsidiary became aware of such default, without the curing of the default or (y) such other Debt has become due prior to the maturity thereof; and provided further that, during the continuance of any applicable grace period or such 3 day period, any such failure to pay such other Debt when due shall constitute a Default (but not an Event of Default) hereunder;" (dd) Amendment to Section 12.05. Section 12.05 is hereby amended by inserting, immediately after the word "Commitments", the text ", participations in Letters of Credit". 16 (ee) Amendment to Section 13.01. Section 13.01 is hereby amended by replacing the "and" immediately preceding the third clause thereof with a comma, and replacing the period immediately preceding the final sentence thereof with the following text: "and (iv) all reasonable out-of-pocket expenses incurred by the applicable Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder." (ff) 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. (gg) Amendment to Section 13.04. Section 13.04 is hereby amended by replacing the text "by a Bank hereunder" with the following text: "or issuance of any Letter of Credit by the Issuing Bank (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) hereunder", by inserting after the word "Loans" the text "or Letters of Credit", and by replacing the date "June 21, 2001" with the date "June 3, 2002". (hh) Amendment to Section 13.07(b). Section 13.07(b) is hereby amended by adding immediately after the phrase "a portion of its Commitment", the text "participations in Letters of Credit". SECTION 2. Representations and Warranties. The Company hereby represents and warrants to the Administrative Agent and the Banks that: (a) This 2002 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 2002 Amendment and Restatement, no Default or Event of Default has occurred and is continuing and the representations and warranties contained in the Credit 17 Agreement, as amended and restated by this 2002 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 2002 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 2002 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 their opinion dated the date hereof, substantially in the form attached to the Credit Agreement as Exhibit 7.01(a); (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(b); (d) the Administrative Agent shall have received all fees and other amounts payable in connection with this Agreement on or prior to the date hereof, including to the extent invoiced, reimbursement or payment of all 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 2002 Amendment and Restatement has become effective. SECTION 4. Counterparts. This 2002 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 18 manually executed counterpart of this 2002 Amendment and Restatement. SECTION 5. APPLICABLE LAW. This 2002 Amendment and Restatement shall be deemed to be an agreement executed by the Company, the Administrative Agent, the Documentation Agents, the Syndication Agents 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 2002 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 2002 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 2002 Amendment and Restatement, including, but not limited to, the reasonable fees and disbursements of Cravath, Swaine & Moore, as well as the reasonable out-of-pocket expenses incurred by the arrangers hereof. The agreement set forth in this Section 7 shall survive the termination of this 2002 Amendment and Restatement. 19 IN WITNESS WHEREOF, the parties hereto have caused this 2002 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: Treasurer JPMORGAN CHASE BANK by /s/ Constance M. Coleman ------------------------------------- Name: Constance M. Coleman Title: Vice President BANK OF AMERICA, N.A. by /s/ Pamela S. Kurtzman ------------------------------------- Name: Pamela S. Kurtzman Title: Principal WACHOVIA BANK, N.A. by /s/ John G. Taylor ------------------------------------- Name: John G. Taylor Title: Vice President CITIBANK, N.A. by /s/ Elizabeth H. Minella ------------------------------------- Name: Elizabeth H. Minella Title: Director 20 FLEET NATIONAL BANK by /s/ William Weiss ------------------------------------- Name: William Weiss Title: Vice President CREDIT SUISSE FIRST BOSTON CAYMAN ISLANDS BRANCH by /s/ Jay Chall ------------------------------------- Name: Jay Chall Title: Director by /s/ Jeffrey Bernstein ------------------------------------- Name: Jeffrey Bernstein Title: Vice President LEHMAN COMMERCIAL PAPER INC. by /s/ Michele Swanson ------------------------------------- Name: Michele Swanson Title: Authorized Signatory MERRIL LYNCH BANK USA by /s/ Louis Alder ------------------------------------- Name: Louis Alder Title: Vice President MORGAN STANLEY BANK by /s/ Jaap L. Tonckens ------------------------------------- Name: Jaap L. Tonckens Title: Vice President 21 SUNTRUST BANK by /s/ Thomas C. Palmer ------------------------------------- Name: Thomas C. Palmer Title: Managing Director THE BANK OF NEW YORK by /s/ Cynthia L. Rogers ------------------------------------- Name: Cynthia L. Rogers Title: Vice President COMMERZBANK NEW YORK AND CAYMAN ISLAND BRANCHES by /s/ David Suttles ------------------------------------- Name: David Suttles Title: Vice President by /s/ Lee Ward ------------------------------------- Name: Lee Ward Title: Assistant Vice President DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES by /s/ Michael S. Greenberg ------------------------------------- Name: Michael S. Greenberg Title: Vice President by /s/ William E. Lambert ------------------------------------- Name: William E. Lambert Title: Vice President MIZUHO CORPORATE BANK, LTD. by /s/ Raymond Ventura ------------------------------------- Name: Raymond Ventura Title: Senior Vice President 22 UBS AG, STAMFORD BRANCH by /s/ Susan Brunner ------------------------------------- Name: Susan Brunner Title: Associate Director by /s/ Luke Goldsworthy ------------------------------------- Name: Luke Goldsworthy Title: Associate Director WESTDEUTSCHE LANDESBANK GIROZENTRALE by /s/ Pascal Kabemba ------------------------------------- Name: Pascal Kabemba Title: Associate Director by /s/ Richard Jacobson ------------------------------------- Name: Richard Jacobson Title: Associate Director EX-99.1 4 g77557exv99w1.txt SECTION 906 CERTIFICATION OF THE CEO EXHIBIT 99.1 CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report on Form 10-Q of Cox Radio, Inc. (the "Company") for the period ended June 30, 2002, as filed with the Securities and Exchange Commission as of the date hereof, I, Robert F. Neil, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. COX RADIO, INC. /s/ Robert F. Neil ------------------------------------ Name: Robert F. Neil Title: Chief Executive Officer Date: August 14, 2002 EX-99.2 5 g77557exv99w2.txt SECTION 906 CERTIFICATION OF THE CFO EXHIBIT 99.2 CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report on Form 10-Q of Cox Radio, Inc. (the "Company") for the period ended June 30, 2002, as filed with the Securities and Exchange Commission as of the date hereof, I, Neil O. Johnston, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. COX RADIO, INC. /s/ Neil O. Johnston ----------------------------------- Name: Neil O. Johnston Title: Chief Financial Officer Date: August 14, 2002 GRAPHIC 6 g77557g7755700.gif GRAPHIC begin 644 g77557g7755700.gif M1TE&.#EAI@!,`*(&`/___\S,S)F9F69F9C,S,P```/___P```"'Y!`$```8` M+`````"F`$P```/_:+K<'&.00FLE,0#'NV\!)`SC&&Y?JJYLZSJC)<\6(03O M%XP3+6,"5&Y(+*8@OJ3/9@0(>LKD`'>\$*X$H5$QD&T]@.[RRKM&"\Q76(EM M)],>L6SP501D@KHC`+U,=3%O5"L"-$"##DX2,P2(#G(66D0`?7EZ#(4_CBI\ M2RN4,W\N2'@?D!261I!TEPNG<#FD7D=]!:)#:Q:L'*`RFZ.ZK:YSDD.=%E6^ M=<<461V]%\4L`#726YD5J778!3H_UKBK'G=S1)#@1>39P@;'8.7LXAWJZR_T MOUO0!=JM:QY]!-@-JX#/`#<*!7E!X:='GD`%#"'*0)_`9H;#4@UU&*X>;F?S>DT<3,78 M/'):"FQJN%1>GY]J[;-@UT@EPPL^EK[$MMN*CYYK"D4-%?7LQ30<]R6-6B(R MU*=9C`7IU"_JF;V#ASY:_'=OR,DK"Z>QNHAQRE-IUV@!&S'0ZY*EYT6^W,?@ M+^"Y*C8,?07`C+*=:Z^@.R9YW*CD$G]X>_QVX/___44!*[!%=DE_7+5GV&0Z M!4@48*TH9QAH`-;SSTV8,,<.@ZA]U%ML'$#R2U75L:"@;;Q]AJ!>>#WRC3`? 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EX-10.1

                                                                    EXHIBIT 10.1


                                                                  CONFORMED COPY

                           AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated
                  as of June 28, 2002 (this "2002 Amendment and Restatement"),
                  among Cox Radio, Inc., the banks party hereto (the "Banks"),
                  JPMorgan Chase Bank (the "Administrative Agent"), as
                  administrative agent and Bank of America, N.A. and Wachovia
                  Bank, National Association, as syndication agents (the
                  "Syndication Agents").

         A.       On June 29, 2001, the Company, certain of the Banks and the
Administrative Agent entered into an Amended and Restated 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.  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.

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

         (i)      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 3, 2002 among JPMCB, J.P. Morgan Securities Inc.
                  ("JPMorgan"), the Company and the other parties thereto."

         (ii)     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 Amended and Restated
                  364-Day Credit Agreement dated as of



                                                                               2


                  June 29, 2001, among the Company and the banks and the agents
                  party thereto."

                  (iii)    Amending the definition of the term "Interest
Period" by adding the text", Federal Funds Rate Loan" after "Eurodollar Loan"
therein, moving the "and" at the end of clause (a) to the end of clause (b),
and adding the following to the end thereof:

                           "(c) in the case of Federal Funds Rate Loans, ending
                  not less than one day nor more than 30 days thereafter;"

                  (iv)     Amending the definition of the term "Chase" to read
as follows:


                  ""JPMCB" shall mean JPMorgan Chase Bank, a New York banking
         corporation having its principal offices located at 270 Park Avenue,
         New York, New York 10017"

and as so amended moving the definition to its proper alphabetical position.
Each reference in the Credit Agreement to the defined term "Chase" is amended to
refer to "JPMCB".

                  (v)      In the definition of the term "Majority Banks",
deleting both instances of the text "at least 51%" and substituting in each
instance the text "greater than 50%".

                  (vi)     Amending the definition of the term "Margin
Percentage" by inserting the text ", Federal Funds Borrowing Rate" immediately
after the first instance of the term "CD Rate", inserting the text ", Federal
Funds Rate Loans"



                                                                               3

immediately after the term "CD Rate Loans", and replacing the grid therein with
the following:




                                                                                       Applicable
                                                                                      Margin (%)--
                                                                     Applicable        CD Rate and
                                                                    Margin (%)--      Federal Funds
                                                Commitment           Eurodollar       Borrowing Rate
Category               Ratings                 Fee Rate (%)             Loans             Loans (%)
                                                                          
Category 1            > A-/A3                     0.09                 0.40                 .525
                      -
Category 2            BBB+/Baa1                   0.10                 0.50                 .625
Category 3            BBB/Baa2                    0.125                0.625                .750
Category 4            BBB-/Baa3                   0.15                 0.75                 .875
Category 5            < BB+/Ba1                   0.20                 1.00                1.125
                      -


                  (vii)    In the definition of the term "Maturity Date",
deleting the word "fourth" and substituting therefor the word "third".

                  (viii)   Deleting the definition of the term "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, 2002, or
                  if any such date is not a Business Day, the respective
                  Quarterly Date shall be the next preceding Business Day."

                  (ix)     In the definition of the term "Revolving
Loans", adding immediately after the text "CD Rate Loans", the text ", Federal
Funds Rate Loans".

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

                  ""Termination Date" shall mean June 27, 2003."

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

                  "Federal Funds Rate Loans" shall mean those Loans which may be
         made under this Agreement and which are described in Section
         2.01(d)(iv) on which the Company shall pay interest at a rate based on
         the Federal Funds Borrowing Rate.

                  "Issuing Bank" shall mean JPMCB and its successors in such
         capacity as provided in Section 2.08(i). The



                                                                               4


                  Issuing Bank may, in its discretion, arrange for one or more
                  Letters of Credit to be issued by Affiliates of the Issuing
                  Bank, in which case the term "Issuing Bank" shall include any
                  such Affiliate executing this Agreement as Issuing Bank, in
                  its capacity as issuer of Letters of Credit hereunder.

                           "LC Disbursement" shall mean a payment made by the
                  Issuing Bank pursuant to a Letter of Credit.

                           "LC Exposure" shall mean, at any time, the sum of (a)
                  the aggregate undrawn amount of all outstanding Letters of
                  Credit at such time plus (b) the aggregate amount of all LC
                  Disbursements that have not yet been reimbursed by or on
                  behalf of the Company at such time. The LC Exposure of any
                  Bank at any time shall be its Applicable Percentage of the
                  total LC Exposure at such time.

                           "LC Participation Fees" shall have the meaning set
                  forth in Section 4.05.

                           "Letter of Credit" shall mean any letter of credit
                  issued pursuant to this Agreement.

                           "Related Parties" means, with respect to any
                  specified Person, such Person's Affiliates and the respective
                  directors, officers, employees, agents and advisors of such
                  Person and such Person's Affiliates.

                           (b)      Amendment to Section 2.01(a). Section
2.01(a) is hereby amended by deleting the text "exceed $350,000,000" and
substituting therefor the text "and letters of credit exceed $150,000,000", and
by inserting the text ", Federal Funds Rate Loans" immediately after the term
"Alternate Base Rate Loans" therein.

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

                           (d)      Amendment to Section 2.01(b)(i). Section
2.01(b) is hereby amended by inserting the text "Federal Funds Rate Loans or"
immediately before the first instance of the term "Alternate Base Rate Loans",
replacing the text "and the Alternate Base Rate" with the text "and the Federal
Funds Rate or the Alternate Base Rate, as the case may be", inserting in
subclause (x) thereof the text ", Federal Funds Rate Loans" immediately after
the term "CD



                                                                               5


Rate Loans", and inserting into subclause (y) thereof the text ", Federal Funds
Rate Loans" after the term "Eurodollar Loans".

                           (e)      Amendment to Section 2.01(d). Section
2.01(d) is hereby amended by adding the following clause immediately after
clause (iii), and renumbering the following clauses therein as appropriate:

                           (iv)     Each Federal Funds Rate Loan shall be made
                  in Dollars and shall bear interest on the unpaid principal
                  amount thereof from time to time outstanding at a rate per
                  annum (for the actual number of days elapsed, based on a year
                  of 360 days) which shall be equal to the lesser of (A) the
                  Federal Funds Borrowing Rate plus the applicable Margin
                  Percentage, or (B) the Highest Lawful Rate.

Section 2.01(d) is further amended by adding at the end thereof the following
clause:

                           "(vii)   Subject to the provisions of clause (vi) of
                  this Section 2.01(d), following the Termination Date, each
                  Loan shall bear interest at a rate per annum equal to 0.25%
                  per annum plus the rate otherwise applicable to such Loan as
                  provided in the preceding paragraphs of this Section 2.01(d).
                  Subject to clause (vi) of this Section 2.01(d), the interest
                  rate provided for under this paragraph shall at all times
                  following the Termination Date constitute the total interest
                  applicable to such Loan."

                           (f)      Amendment to Section 2.01(e)(i). Section
2.01(e)(i) is hereby amended by inserting the text ", Federal Funds Rate Loans"
immediately after the term "CD Rate Loans", inserting the text ", Federal Funds
Rate Loan" after the text "Alternate Base Rate Loan", and inserting the text ",
Federal Funds Rate Loans" after the final instance of the text "Alternate Base
Rate Loans".

                           (g)      Amendment to Section 2.01(h). Section
2.01(h) is hereby amended by inserting the text "or Letter of Credit" after both
instances of the word "Loan".

                           (h)      Amendment to Section 2.01(i). Section
2.01(i) is hereby amended by deleting the word "fourth", and substituting
therefor the word "third".



                                                                               6


                           (i)      Amendment to Article II. Article II is
hereby amended by adding at the end thereof the following section:

                           SECTION 2.08. Letters of Credit. (a) General. Subject
                  to the terms and conditions set forth herein, the Company may
                  request the issuance of Letters of Credit for its own account,
                  in a form reasonably acceptable to the Administrative Agent
                  and the Issuing Bank, at any time and from time to time prior
                  to the date five Business Days prior to the Termination Date.
                  In the event of any inconsistency between the terms and
                  conditions of this Agreement and the terms and conditions of
                  any form of letter of credit application or other agreement
                  submitted by the Company to, or entered into by the Company
                  with, any Issuing Bank relating to any Letter of Credit, the
                  terms and conditions of this Agreement shall control.

                           (b)      Notice of Issuance, Amendment, Renewal,
                  Extension; Certain Conditions. To request the issuance of a
                  Letter of Credit (or the amendment, renewal or extension of an
                  outstanding Letter of Credit), the Company shall hand deliver
                  or telecopy (or transmit by electronic communication, if
                  arrangements for doing so have been approved by the Issuing
                  Bank) to the Issuing Bank and the Administrative Agent
                  (reasonably in advance of the requested date of issuance,
                  amendment, renewal or extension) a notice requesting the
                  issuance of a Letter of Credit, or identifying the Letter of
                  Credit to be amended, renewed or extended, and specifying the
                  date of issuance, amendment, renewal or extension (which shall
                  be a Business Day), the date on which such Letter of Credit is
                  to expire (which shall comply with paragraph (c) of this
                  Section), the amount of such Letter of Credit, the name and
                  address of the beneficiary thereof and such other information
                  as shall be necessary to prepare, amend, renew or extend such
                  Letter of Credit. If requested by the Issuing Bank, the
                  Company also shall submit a letter of credit application on
                  the Issuing Bank's standard form in connection with any
                  request for a Letter of Credit. A Letter of Credit shall be
                  issued, amended, renewed or extended only if (and upon
                  issuance, amendment, renewal or extension of each Letter of
                  Credit the Company shall be deemed to represent and warrant
                  that), after giving effect to such issuance, amendment,
                  renewal or extension (i) the LC Exposure shall not exceed
                  $25,000,000 and (ii) the sum of (I) the outstanding



                                                                               7


                  aggregate principal amount of all Loans and (II) the LC
                  Exposure shall not exceed the Total Commitment.

                           (c)      Expiration Date. Each Letter of Credit shall
                  expire at or prior to the close of business on the date that
                  is five Business Days prior to the Termination Date.

                           (d)      Participations. By the issuance of a Letter
                  of Credit (or an amendment to a Letter of Credit increasing
                  the amount thereof) and without any further action on the part
                  of the Issuing Bank or the Banks, the Issuing Bank hereby
                  grants to each Bank, and each Bank hereby acquires from the
                  Issuing Bank, a participation in such Letter of Credit equal
                  to such Bank's Applicable Percentage of the aggregate amount
                  available to be drawn under such Letter of Credit. In
                  consideration and in furtherance of the foregoing, each Bank
                  hereby absolutely and unconditionally agrees to pay to the
                  Administrative Agent, for the account of the Issuing Bank,
                  such Bank's Applicable Percentage of each LC Disbursement made
                  by the Issuing Bank and not reimbursed by the Company on the
                  date due as provided in paragraph (e) of this Section, or of
                  any reimbursement payment required to be refunded to the
                  Company for any reason. Each Bank acknowledges and agrees that
                  its obligation to acquire participations pursuant to this
                  paragraph in respect of Letters of Credit is absolute and
                  unconditional and shall not be affected by any circumstance
                  whatsoever, including any amendment, renewal or extension of
                  any Letter of Credit or the occurrence and continuance of a
                  Default or reduction or termination of the Commitments, and
                  that each such payment shall be made without any offset,
                  abatement, withholding or reduction whatsoever.

                           (e)      Reimbursement. If the Issuing Bank shall
                  make any LC Disbursement in respect of a Letter of Credit, the
                  Company shall reimburse such LC Disbursement by paying to the
                  Administrative Agent an amount equal to such LC Disbursement
                  not later than 12:00 noon, New York City time, on the date
                  that such LC Disbursement is made, if the Company shall have
                  received notice of such LC Disbursement prior to 10:00 a.m.,
                  New York City time, on such date, or, if such notice has not
                  been received by the Company prior to such time on such date,
                  then not later than 12:00 noon, New York City time, on (i) the
                  Business Day that the Company receives such notice, if such
                  notice is received prior to 10:00 a.m., New York City time, on



                                                                               8


                  the day of receipt, or (ii) the Business Day immediately
                  following the day that the Company receives such notice, if
                  such notice is not received prior to such time on the day of
                  receipt; provided that, if such LC Disbursement is not less
                  than the minimum borrowing amount, the Company may, subject to
                  the conditions to borrowing set forth herein, request that
                  such payment be financed with an Alternate Base Rate Loan or
                  Federal Funds Rate Loan in an equivalent amount and, to the
                  extent so financed, the Company's obligation to make such
                  payment shall be discharged and replaced by the resulting
                  Alternate Base Rate Loan or Federal Funds Rate Loan. If the
                  Company fails to make such payment when due, the
                  Administrative Agent shall notify each Bank of the applicable
                  LC Disbursement, the payment then due from the Company in
                  respect thereof and such Bank's Applicable Percentage thereof.
                  Promptly following receipt of such notice, each Bank shall pay
                  to the Administrative Agent its Applicable Percentage of the
                  LC Disbursement not reimbursed by the Company, in the same
                  manner as provided in Section 2.01 with respect to Loans made
                  by such Bank (and Section 2.01 shall apply, mutatis mutandis,
                  to the payment obligations of the Banks), and the
                  Administrative Agent shall promptly pay to the Issuing Bank
                  the amounts so received by it from the Banks. Promptly
                  following receipt by the Administrative Agent of any payment
                  from the Company pursuant to this paragraph, the
                  Administrative Agent shall distribute such payment to the
                  Issuing Bank or, to the extent that Banks have made payments
                  pursuant to this paragraph to reimburse the Issuing Bank, then
                  to such Banks and the Issuing Bank as their interests may
                  appear. Any payment made by a Bank pursuant to this paragraph
                  to reimburse the Issuing Bank for any LC Disbursement (other
                  than the funding of Alternate Base Rate Loans or Federal Funds
                  Rate Loan as contemplated above) shall not constitute a Loan
                  and shall not relieve the Company of its obligation to
                  reimburse such LC Disbursement.

                           (f)      Obligations Absolute. The Company's
                  obligation to reimburse LC Disbursements as provided in
                  paragraph (e) of this Section shall be absolute, unconditional
                  and irrevocable, and shall be performed strictly in accordance
                  with the terms of this Agreement under any and all
                  circumstances whatsoever and irrespective of (i) any lack of
                  validity or enforceability of any Letter of Credit or this
                  Agreement, or any term or provision therein, (ii) any draft or
                  other document presented under a Letter of



                                                                               9


                  Credit proving to be forged, fraudulent or invalid in any
                  respect or any statement therein being untrue or inaccurate in
                  any respect, (iii) payment by the Issuing Bank under a Letter
                  of Credit against presentation of a draft or other document
                  that does not comply with the terms of such Letter of Credit,
                  or (iv) any other event or circumstance whatsoever, whether or
                  not similar to any of the foregoing, that might, but for the
                  provisions of this Section, constitute a legal or equitable
                  discharge of, or provide a right of setoff against, the
                  Company's obligations hereunder. Neither the Administrative
                  Agent, the Banks, the Issuing Bank, nor any of their Related
                  Parties, shall have any liability or responsibility by reason
                  of or in connection with the issuance or transfer of any
                  Letter of Credit or any payment or failure to make any payment
                  thereunder (irrespective of any of the circumstances referred
                  to in the preceding sentence), or any error, omission,
                  interruption, loss or delay in transmission or delivery of any
                  draft, notice or other communication under or relating to any
                  Letter of Credit (including any document required to make a
                  drawing thereunder), any error in interpretation of technical
                  terms or any consequence arising from causes beyond the
                  control of the Issuing Bank; provided that the foregoing shall
                  not be construed to excuse the Issuing Bank from liability to
                  the Company to the extent of any direct damages (as opposed to
                  consequential damages, claims in respect of which are hereby
                  waived by the Company to the extent permitted by applicable
                  law) suffered by the Company that are caused by the Issuing
                  Bank's failure to exercise care when determining whether
                  drafts and other documents presented under a Letter of Credit
                  comply with the terms thereof. The parties hereto expressly
                  agree that, in the absence of gross negligence or wilful
                  misconduct on the part of the Issuing Bank (as finally
                  determined by a court of competent jurisdiction), the Issuing
                  Bank shall be deemed to have exercised care in each such
                  determination. In furtherance of the foregoing and without
                  limiting the generality thereof, the parties agree that, with
                  respect to documents presented which appear on their face to
                  be in substantial compliance with the terms of a Letter of
                  Credit, the Issuing Bank may, at its sole discretion, either
                  accept and make payment upon such documents without
                  responsibility for further investigation, regardless of any
                  notice or information to the contrary, or refuse to accept and
                  make payment upon such documents if such documents are not in
                  strict compliance with the terms of such Letter of Credit.



                                                                              10


                           (g)      Disbursement Procedures. The Issuing Bank
                  shall, promptly following its receipt thereof, examine all
                  documents purporting to represent a demand for payment under a
                  Letter of Credit. The Issuing Bank shall promptly notify the
                  Administrative Agent and the Company by telephone (confirmed
                  by telecopy) of such demand for payment and whether the
                  Issuing Bank has made or will make an LC Disbursement
                  thereunder; provided that any failure to give or delay in
                  giving such notice shall not relieve the Company of its
                  obligation to reimburse the Issuing Bank and the Banks with
                  respect to any such LC Disbursement.

                           (h)      Interim Interest. If the Issuing Bank shall
                  make any LC Disbursement, then, unless the Company shall
                  reimburse such LC Disbursement in full on the date such LC
                  Disbursement is made, the unpaid amount thereof shall bear
                  interest, for each day from and including the date such LC
                  Disbursement is made to but excluding the date that the
                  Company reimburses such LC Disbursement, at the Default Rate.
                  Interest accrued pursuant to this paragraph shall be for the
                  account of the Issuing Bank, except that interest accrued on
                  and after the date of payment by any Bank pursuant to
                  paragraph (e) of this Section to reimburse any Issuing Bank
                  shall be for the account of such Bank to the extent of such
                  payment.

                           (i)      Replacement of the Issuing Bank. The Issuing
                  Bank may be replaced at any time by written agreement among
                  the Company, the Administrative Agent, the Issuing Bank and
                  the successor Issuing Bank. The Administrative Agent shall
                  notify the Banks of any such replacement of the Issuing Bank.
                  At the time any such replacement shall become effective, the
                  Company shall pay all unpaid fees accrued for the account of
                  the replaced Issuing Bank. From and after the effective date
                  of any such replacement, (i) the successor Issuing Bank shall
                  have all the rights and obligations of the replaced Issuing
                  Bank under this Agreement with respect to Letters of Credit to
                  be issued thereafter and (ii) references herein to the term
                  "Issuing Bank" shall be deemed to refer to such successor or
                  to any previous Issuing Bank, or to such successor and all
                  previous Issuing Banks, as the context shall require. After
                  the replacement of the Issuing Bank hereunder, the replaced
                  Issuing Bank shall remain a party hereto and shall continue to
                  have all the rights and obligations of the Issuing Bank under
                  this Agreement with respect to Letters of Credit issued by it
                  prior to such



                                                                              11


                  replacement, but shall not be required to issue additional
                  Letters of Credit.

                           (j)      Cash Collateralization. If any Event of
                  Default shall occur and be continuing, on the Business Day
                  that the Company receives notice from the Administrative Agent
                  (or, if the maturity of the Loans has been accelerated, Banks
                  with LC Exposure representing greater than 50% of the total LC
                  Exposure) demanding the deposit of cash collateral pursuant to
                  this paragraph, the Company shall deposit in an account with
                  the Administrative Agent, in the name of the Administrative
                  Agent and for the benefit of the Banks, an amount in cash
                  equal to the LC Exposure as of such date plus any accrued and
                  unpaid interest thereon; provided that the obligation to
                  deposit such cash collateral shall become effective
                  immediately, and such deposit shall become immediately due and
                  payable, without demand or other notice of any kind, upon the
                  occurrence of any Event of Default with respect to the Company
                  described in Section 10.11 or 10.12. Such deposit shall be
                  held by the Administrative Agent as collateral for the payment
                  and performance of the obligations of the Company under this
                  Agreement. The Administrative Agent shall have exclusive
                  dominion and control, including the exclusive right of
                  withdrawal, over such account. Other than any interest earned
                  on the investment of such deposits, which investments shall be
                  made at the option and sole discretion of the Administrative
                  Agent and at the Company's risk and expense, such deposits
                  shall not bear interest. Interest or profits, if any, on such
                  investments shall accumulate in such account. Moneys in such
                  account shall be applied by the Administrative Agent to
                  reimburse the Issuing Bank for LC Disbursements for which it
                  has not been reimbursed and, to the extent not so applied,
                  shall be held for the satisfaction of the reimbursement
                  obligations of the Company for the LC Exposure at such time
                  or, if the maturity of the Loans has been accelerated (but
                  subject to the consent of Banks with LC Exposure representing
                  greater than 50% of the total LC Exposure), be applied to
                  satisfy other obligations of the Company under this Agreement.
                  If the Company is required to provide an amount of cash
                  collateral hereunder as a result of the occurrence of an Event
                  of Default, such amount (to the extent not applied as
                  aforesaid) shall be returned to the Company within three
                  Business Days after all Events of Default have been cured or
                  waived.



                                                                              12


                           (k)      Amendment to Article III. Article III is
         hereby amended by inserting the text "Federal Funds Rate Loans or"
         immediately before each instance of the term "Alternate Base Rate
         Loans" therein.

                           (l)      Amendment to Section 4.01. Section 4.01 is
         hereby amended by deleting the text "an administration fee pursuant to
         the terms and conditions set forth in the Agent's Fee Letter", and
         substituting therefor the text "the agreed upon administrative fees".

                           (m)      Amendment to Section 4.02. Section 4.02 is
         hereby amended by adding the following text at the end thereof:

                           "For purposes of computing Commitment Fees with
                           respect to Commitments, a Commitment of a Bank shall
                           be deemed to be used to the extent of the LC Exposure
                           of such Bank."

                           (n)      Amendment to Section 4.03. Section 4.03 is
         hereby amended by adding the text ", LC Exposure" after the text
         "Loans)", adding the text "and LC Exposure" after each instance of the
         text "outstanding Loans", and adding the text "and LC Exposure" after
         the text "(a) Loans" and after the text "(b) loans".

                           (o)      Amendment to Section 4.04. Section 4.04 is
         hereby amended by replacing the text "Swingline Exposure" with the text
         "Swingline Exposure, LC Exposure".

                           (p)      Amendment to Article IV. Article IV is
         hereby amended by inserting at the end thereof the following section:

                           SECTION 4.05. LC Participation Fees. The Company
                  agrees to pay (i) to the Administrative Agent for the account
                  of each Bank a participation fee ("LC Participation Fee") with
                  respect to its participations in Letters of Credit, which
                  shall accrue at the Margin Percentage used to determine the
                  interest rate applicable to Eurodollar Loans on the average
                  daily amount of such Bank's LC Exposure (excluding any portion
                  thereof attributable to unreimbursed LC Disbursements) during
                  the period from and including the Closing Date to but
                  excluding the later of the date on which such Bank's
                  Commitment terminates and the date on which such Bank ceases
                  to have any LC Exposure, and (ii) to the Issuing Bank a
                  fronting fee, which shall accrue at the rate or rates per
                  annum separately agreed



                                                                              13


                  upon by the Borrower and the Issuing Bank on the average daily
                  stated amount of the Letters of Credit issued by the Issuing
                  Bank during the period from and including the Closing Date to
                  but excluding the later of the date of termination of the
                  Commitments and the date on which there ceases to be any LC
                  Exposure, as well as the Issuing Bank's standard fees with
                  respect to the issuance, amendment, renewal or extension of
                  any Letter of Credit or processing of drawings thereunder.
                  Participation fees and fronting fees accrued through and
                  including the last day of March, June, September and December
                  of each year shall be payable on the third Business Day
                  following such last day, commencing on the first such date to
                  occur after the Closing Date; provided that all such fees
                  shall be payable on the date on which the Commitments
                  terminate and any such fees accruing after the date on which
                  the Commitments terminate shall be payable on demand. Any
                  other fees payable to the Issuing Bank pursuant to this
                  paragraph shall be payable within 10 days after demand. All
                  participation fees and fronting fees shall be computed on the
                  basis of a year of 360 days and shall be payable for the
                  actual number of days elapsed (including the first day but
                  excluding the last day).

                           (q)      Amendment to Article V. Article V is hereby
         amended by adding the following text at the end thereof:

                           "The Letters of Credit will be used for general
                  corporate purposes."

                           (r)      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.

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

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

                                    "The Company has furnished each Bank with
                           the consolidated financial statements for the Company
                           and its Subsidiaries as at and for its fiscal year
                           ended December 31, 2001, accompanied by the opinion
                           of Deloitte & Touche, and quarterly consolidated
                           financial statements as at and for the period ended
                           March 31, 2002."



                                                                              14


                           (ii)     Deleting "March 31, 2001" in the last
                  sentence thereof and substituting therefor "March 31, 2002".

                           (t)      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.

                           (u)      Amendment to Section 6.14. Section 6.14 is
         hereby amended by replacing "June, 2000" with "June, 2002".

                           (v)      Amendment to Section 7.02. Section 7.02 is
         hereby amended by inserting the following text immediately following
         the first ")" in the first paragraph therein:

                           ", and of the Issuing Bank to issue Letters of
                           Credit,"

                           (w)      Amendment to Section 7.02(d). Section
         7.02(d) is hereby amended by adding the text "in all material respects"
         after both instances of the word "true".

                           (x)      Amendment to Section 8.01(a). Section
         8.01(a) of the Credit Agreement is hereby amended by deleting the
         phrase "January 1, 2002, through December 30, 2002" contained in the
         table therein and replacing it with the phrase "January 1, 2002,
         through December 31, 2002."

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

                                    "(b) an Interest Coverage Ratio for any four
                           consecutive fiscal quarter (commencing with such
                           period ending on June 30, 2002) period of not less
                           than 2.0 to 1.0."

                           (z)      Amendment to Section 8.02. The final
         paragraph of Section 8.02 is hereby amended by deleting the third
         sentence thereof and substituting therefor the following:

                           "Together with each delivery of financial statements
         required by clause (a) above, the Company will deliver to each Bank a
         written statement of said accountants that, in conducting the audit
         necessary to the issuance of an opinion on such financial statements,
         nothing came to their attention that caused them to believe that an
         Event of Default or Default relating to financial and accounting



                                                                              15


         matters (an "Accounting Event of Default or Default") had occurred, or,
         if such accountants shall have obtained knowledge of any such
         Accounting Event of Default or Default, such statement shall specify
         the nature and period of existence thereof; provided that such
         accountants shall not be liable directly or indirectly to any Bank for
         failure to obtain knowledge of any such Accounting Event of Default or
         Default; and provided further that in issuing such statement, such
         accountants shall not be required to go beyond those auditing
         procedures conducted in connection with their issuance of the opinion
         referred to above."

                           (aa)     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.

                           (bb)     Amendment to Article X. Article X is hereby
         amended by inserting the following text immediately after both
         instances of the phrase "to make Loans" in the first paragraph thereof:

                           "and of the Issuing Bank to issue Letters of Credit".

                           (cc)     Amendment to Section 10.03. Section 10.03 is
         hereby amended by inserting the following text at the end of clause (a)
         therein:

                           "provided that a default under other Debt of the
         Company or any Restricted Subsidiary as described in this clause (a)
         shall not constitute an Event of Default under this agreement unless
         (x) the Company or such Restricted Subsidiary is aware of the default
         under such other Debt and, if no grace period of at least 3 days is
         provided for under the other Debt, 3 days have passed since the Company
         or Restricted Subsidiary became aware of such default, without the
         curing of the default or (y) such other Debt has become due prior to
         the maturity thereof; and provided further that, during the continuance
         of any applicable grace period or such 3 day period, any such failure
         to pay such other Debt when due shall constitute a Default (but not an
         Event of Default) hereunder;"

                           (dd)     Amendment to Section 12.05. Section 12.05 is
         hereby amended by inserting, immediately after the word "Commitments",
         the text ", participations in Letters of Credit".



                                                                              16


                           (ee)     Amendment to Section 13.01. Section 13.01 is
         hereby amended by replacing the "and" immediately preceding the third
         clause thereof with a comma, and replacing the period immediately
         preceding the final sentence thereof with the following text:

                           "and (iv) all reasonable out-of-pocket expenses
                  incurred by the applicable Issuing Bank in connection with the
                  issuance, amendment, renewal or extension of any Letter of
                  Credit or any demand for payment thereunder."

                           (ff)     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.

                           (gg)     Amendment to Section 13.04. Section 13.04 is
         hereby amended by replacing the text "by a Bank hereunder" with the
         following text:

                           "or issuance of any Letter of Credit by the Issuing
                  Bank (including any refusal by the Issuing Bank to honor a
                  demand for payment under a Letter of Credit if the documents
                  presented in connection with such demand do not strictly
                  comply with the terms of such Letter of Credit) hereunder",

         by inserting after the word "Loans" the text "or Letters of Credit",
         and by replacing the date "June 21, 2001" with the date "June 3,
         2002".

                           (hh)     Amendment to Section 13.07(b). Section
         13.07(b) is hereby amended by adding immediately after the phrase "a
         portion of its Commitment", the text "participations in Letters of
         Credit".

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

                           (a)      This 2002 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 2002 Amendment and Restatement, no Default or Event of
         Default has occurred and is continuing and the representations and
         warranties contained in the Credit



                                                                              17


         Agreement, as amended and restated by this 2002 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
         2002 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 2002 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 their opinion dated
         the date hereof, substantially in the form attached to the Credit
         Agreement as Exhibit 7.01(a);

                           (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(b);

                           (d)      the Administrative Agent shall have received
         all fees and other amounts payable in connection with this Agreement on
         or prior to the date hereof, including to the extent invoiced,
         reimbursement or payment of all 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 2002 Amendment and Restatement has become
         effective.

                           SECTION 4. Counterparts. This 2002 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



                                                                              18


         manually executed counterpart of this 2002 Amendment and Restatement.

                           SECTION 5. APPLICABLE LAW. This 2002 Amendment and
         Restatement shall be deemed to be an agreement executed by the Company,
         the Administrative Agent, the Documentation Agents, the Syndication
         Agents 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 2002 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 2002
         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 2002 Amendment
         and Restatement, including, but not limited to, the reasonable fees and
         disbursements of Cravath, Swaine & Moore, as well as the reasonable
         out-of-pocket expenses incurred by the arrangers hereof. The agreement
         set forth in this Section 7 shall survive the termination of this 2002
         Amendment and Restatement.



                                                                              19


         IN WITNESS WHEREOF, the parties hereto have caused this 2002 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: Treasurer

                                   JPMORGAN CHASE BANK

                                     by
                                           /s/        Constance M. Coleman
                                          -------------------------------------
                                          Name:  Constance M. Coleman
                                          Title: Vice President

                                   BANK OF AMERICA, N.A.

                                     by
                                           /s/        Pamela S. Kurtzman
                                          -------------------------------------
                                          Name:  Pamela S. Kurtzman
                                          Title: Principal

                                   WACHOVIA BANK, N.A.

                                     by
                                           /s/        John G. Taylor
                                          -------------------------------------
                                          Name:  John G. Taylor
                                          Title: Vice President

                                   CITIBANK, N.A.

                                     by
                                           /s/        Elizabeth H. Minella
                                          -------------------------------------
                                          Name:  Elizabeth H. Minella
                                          Title: Director



                                                                              20


                                   FLEET NATIONAL BANK

                                     by
                                           /s/        William Weiss
                                          -------------------------------------
                                          Name:  William Weiss
                                          Title: Vice President

                                   CREDIT SUISSE FIRST BOSTON CAYMAN
                                   ISLANDS BRANCH

                                     by
                                           /s/        Jay Chall
                                          -------------------------------------
                                          Name:  Jay Chall
                                          Title: Director

                                     by
                                           /s/        Jeffrey Bernstein
                                          -------------------------------------
                                          Name:  Jeffrey Bernstein
                                          Title: Vice President

                                   LEHMAN COMMERCIAL PAPER INC.

                                     by
                                           /s/        Michele Swanson
                                          -------------------------------------
                                          Name:  Michele Swanson
                                          Title: Authorized Signatory

                                   MERRIL LYNCH BANK USA

                                     by
                                           /s/        Louis Alder
                                          -------------------------------------
                                          Name:  Louis Alder
                                          Title: Vice President

                                   MORGAN STANLEY BANK

                                     by
                                           /s/        Jaap L. Tonckens
                                          -------------------------------------
                                          Name:  Jaap L. Tonckens
                                          Title: Vice President



                                                                              21


                                   SUNTRUST BANK

                                     by

                                           /s/        Thomas C. Palmer
                                          -------------------------------------
                                          Name:  Thomas C. Palmer
                                          Title: Managing Director

                                   THE BANK OF NEW YORK

                                     by
                                           /s/        Cynthia L. Rogers
                                          -------------------------------------
                                          Name:  Cynthia L. Rogers
                                          Title: Vice President


                                   COMMERZBANK NEW YORK AND CAYMAN
                                   ISLAND BRANCHES

                                     by
                                           /s/        David Suttles
                                          -------------------------------------
                                          Name:  David Suttles
                                          Title: Vice President

                                     by
                                           /s/        Lee Ward
                                          -------------------------------------
                                          Name:  Lee Ward
                                          Title: Assistant Vice President

                                   DRESDNER BANK AG, NEW YORK AND GRAND
                                   CAYMAN BRANCHES

                                     by
                                           /s/        Michael S. Greenberg
                                          -------------------------------------
                                          Name:  Michael S. Greenberg
                                          Title: Vice President

                                     by

                                           /s/        William E. Lambert
                                          -------------------------------------
                                          Name:  William E. Lambert
                                          Title: Vice President

                                   MIZUHO CORPORATE BANK, LTD.

                                     by
                                           /s/        Raymond Ventura
                                          -------------------------------------
                                          Name:  Raymond Ventura
                                          Title: Senior Vice President



                                                                              22


                                   UBS AG, STAMFORD BRANCH

                                     by
                                           /s/        Susan Brunner
                                          -------------------------------------
                                          Name:  Susan Brunner
                                          Title: Associate Director


                                     by
                                           /s/        Luke Goldsworthy
                                          -------------------------------------
                                          Name:  Luke Goldsworthy
                                          Title: Associate Director


                                   WESTDEUTSCHE LANDESBANK GIROZENTRALE

                                     by
                                           /s/        Pascal Kabemba
                                          -------------------------------------
                                          Name:  Pascal Kabemba
                                          Title: Associate Director


                                     by
                                           /s/        Richard Jacobson
                                          -------------------------------------
                                          Name:  Richard Jacobson
                                          Title: Associate Director

EX-99.1

                                                                    EXHIBIT 99.1


                         CERTIFICATION UNDER SECTION 906
                                     OF THE
                           SARBANES-OXLEY ACT OF 2002


         In connection with the quarterly report on Form 10-Q of Cox Radio,
Inc. (the "Company") for the period ended June 30, 2002, as filed with the
Securities and Exchange Commission as of the date hereof, I, Robert F. Neil,
Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002,
that to the best of my knowledge:

         (1)      the Report fully complies with the requirements of Section
13(a) of the Securities Exchange Act of 1934, as amended; and

         (2)      the information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the
Company.

                                            COX RADIO, INC.


                                            /s/     Robert F. Neil
                                            ------------------------------------
                                            Name:  Robert F. Neil
                                            Title: Chief Executive Officer
                                            Date:  August 14, 2002

EX-99.2

                                                                    EXHIBIT 99.2


                         CERTIFICATION UNDER SECTION 906
                                     OF THE
                           SARBANES-OXLEY ACT OF 2002


         In connection with the quarterly report on Form 10-Q of Cox Radio,
Inc. (the "Company") for the period ended June 30, 2002, as filed with the
Securities and Exchange Commission as of the date hereof, I, Neil O. Johnston,
Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002,
that to the best of my knowledge:

         (1)      the Report fully complies with the requirements of Section
13(a) of the Securities Exchange Act of 1934, as amended; and

         (2)      the information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the
Company.

                                             COX RADIO, INC.


                                             /s/    Neil O. Johnston
                                             -----------------------------------
                                             Name:  Neil O. Johnston
                                             Title: Chief Financial Officer
                                             Date:  August 14, 2002