Underwriting Agreement

EXHIBIT 1.1


EXECUTION COPY


Cox Communications, Inc.


4.625% Notes due 2013


Underwriting Agreement


New York, New York
May 20, 2003


Citigroup Global Markets Inc. Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith
Incorporated Wachovia Securities, Inc. As Representatives of the Several Underwriters c/o Citigroup Global Markets Inc. 388 Greenwich Street, 37th Floor New York, NY 10013


Ladies and Gentlemen:


Cox Communications, Inc., a corporation organized under the laws of Delaware (the "Company"), proposes to sell to the several underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the "Securities"), to be issued under an indenture (the "Indenture") dated as of June 27, 1995, between the Company and The Bank of New York, as trustee (the "Trustee"). Any reference herein to any Registration Statement, any Base Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, which were filed under the Exchange Act on or before the Effective Date of the applicable Registration Statement or the issue date of the applicable Base Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the case may be; any reference herein to the terms "amend", "amendment" or "supplement" with respect to any Registration Statement, any Base Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the applicable Registration Statement or the issue date of the applicable Base Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference; and all references herein to financial statements and schedules and other information which is "contained", "included" or "stated" in any Registration Statement, any Base Prospectus,


any Preliminary Final Prospectus or the Final Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the applicable Registration Statement, the applicable Base Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the case may be. Certain terms used herein are defined in Section 17 hereof.


1. Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.


(a) Compliance with Registration Requirements. (i) The
Company meets the requirements for use of Form S-3 under the Act and
has prepared and filed with the Commission registration statements (the
file numbers of which are set forth in Schedule I hereto) on Form S-3,
including related base prospectuses, for registration under the Act of
the offering and sale of the Securities. The Company may have filed one
or more amendments thereto, including a Preliminary Final Prospectus,
each of which has previously been furnished to you. The Company will
next file with the Commission one of the following: (1) after the
Effective Dates of such registration statement, a final prospectus
supplement relating to the Securities in accordance with Rules 430A and
424(b), (2) prior to the Effective Dates of such registration
statements, an amendment to such registration statement (including the
form of final prospectus supplement) or (3) a final prospectus in
accordance with Rules 415 and 424(b). In the case of clause (1), the
Company has included in such registration statements, as amended at the
Effective Dates, all information (other than Rule 430A Information)
required by the Act and the rules thereunder to be included in such
registration statements and the Final Prospectus. As filed, such final
prospectus supplement or such amendment and form of final prospectus
supplement shall contain all Rule 430A Information, together with all
other such required information, and, except to the extent the
Representatives shall agree in writing to a modification, shall be in
all substantive respects in the form furnished to you prior to the
Execution Time or, to the extent not completed at the Execution Time,
shall contain only such specific additional information and other
changes (beyond that contained in the Base Prospectuses and any
Preliminary Final Prospectus) as the Company has advised you, prior to
the Execution Time, will be included or made therein.


(ii) On the Effective Dates, the Registration Statements
did or will, and when the Final Prospectus is first filed (if required)
in accordance with Rule 424(b) and on the Closing Date (as defined
herein), the Final Prospectus (and any supplement thereto) will, comply
in all material respects with the applicable requirements of the Act,
the Exchange Act and the Trust Indenture Act and the respective rules
thereunder; on the Effective Dates and at the Execution Time, the
Registration Statements did not or will not contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the
statements therein not misleading; on the Effective Dates and on the
Closing Date, the Indenture did or will comply in all material respects
with the applicable requirements of the Trust Indenture Act and the
rules


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thereunder; and, on the Effective Dates, the Final Prospectus, if not
filed pursuant to Rule 424(b), will not, and on the date of any filing
pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus
(together with any supplement thereto) will not, include any untrue
statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties as to
(i) that part of each of the Registration Statements which shall
constitute the Statement of Eligibility and Qualification (Form T-1)
under the Trust Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statements or the Final
Prospectus (or any supplement thereto) in reliance upon and in
conformity with information furnished in writing to the Company by or
on behalf of any Underwriter through the Representatives specifically
for inclusion in the Registration Statement or the Final Prospectus (or
any supplement thereto).


Each Preliminary Final Prospectus and the Base Prospectuses
filed as part of the Registration Statements as originally filed or as
part of any amendment thereto, or filed pursuant to Rule 424 under the
Act, complied when so filed in all material respects with the Act, and
each Preliminary Final Prospectus and the Final Prospectus delivered to
the Underwriters for use in connection with this offering was identical
in all material respects to the electronically transmitted copies
thereof filed with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval system, except to the extent
permitted by Regulation S-T.


(b) Incorporated Documents. The documents incorporated or
deemed to be incorporated by reference in the Registration Statements
and the Final Prospectus, when they became effective or at the time
they were or hereafter are filed with the Commission, complied and will
comply in all material respects with the requirements of the Act and
the Exchange Act, as applicable, and, when read together with the other
information in the Final Prospectus, at the time the Registration
Statement became effective, at the time the Final Prospectus was issued
and the Closing Date, did not and will not contain an untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading.


(c) Independent Accountants. The accountants who
certified the financial statements and supporting schedules of the
Company and its subsidiaries and delivered their report with respect to
the audited consolidated financial statements and schedules, if any,
included in the Final Prospectus and the Registration Statements are
independent public accountants with respect to the Company and its
subsidiaries within the meaning of Regulation S-X under the Act.


(d) Financial Statements. The financial statements of the
Company included in the Registration Statements and the Final
Prospectus, together with the related schedules and notes, present
fairly the financial position of the Company and its consolidated
subsidiaries at the dates indicated and the statement of operations,
stockholders' equity and cash flows of the Company and its consolidated
subsidiaries for the periods specified; said financial statements
comply as to form with the applicable accounting requirements of the
Act and have been prepared in conformity with generally accepted
accounting principles ("GAAP") applied on a consistent basis throughout
the


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periods involved. The supporting schedules, if any, included in the
Registration Statements and the Final Prospectus comply as to form with
the applicable accounting requirements of the Act and present fairly in
accordance with GAAP the information required to be stated therein. The
selected financial data included in the Registration Statements and the
Final Prospectus present fairly the information shown therein and have
been compiled on a basis consistent with that of the audited financial
statements included in the Registration Statements and the Final
Prospectus.


(e) No Material Adverse Change in Business. Since the
respective dates as of which information is given in the Registration
Statements and the Final Prospectus, except as otherwise stated
therein, (A) there has been no material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs
or business prospects of the Company and its subsidiaries considered as
one enterprise, whether or not arising in the ordinary course of
business (a "Material Adverse Effect"), (B) there have been no
transactions entered into by the Company or any of its subsidiaries,
other than those in the ordinary course of business, which are material
with respect to the Company and its subsidiaries considered as one
enterprise and (C) there has been no dividend or distribution of any
kind declared, paid or made by the Company on any class of its capital
stock.


(f) Good Standing of the Company. The Company has been
duly organized and is validly existing as a corporation in good
standing under the laws of the State of Delaware and has corporate
power and authority to own, lease and operate its properties and to
conduct its business as described in the Final Prospectus and to enter
into and perform its obligations under this Agreement; and the Company
is duly qualified as a foreign corporation to transact business and is
in good standing in each other jurisdiction in which such qualification
is required, whether by reason of the ownership or leasing of property
or the conduct of business, except where the failure so to qualify or
to be in good standing would not result in a Material Adverse Effect.


(g) Good Standing of Subsidiaries. Each "significant
subsidiary" of the Company (as such term is defined in Rule 1-02 of
Regulation S-X) (each a "Subsidiary" and, collectively, the
"Subsidiaries") has been duly organized and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has corporate or other power and authority to own, lease
and operate its properties and to conduct its business as described in
the Final Prospectus and is duly qualified as a foreign corporation to
transact business and is in good standing in each jurisdiction in which
such qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the
failure so to qualify or to be in good standing would not result in a
Material Adverse Effect; except as otherwise disclosed in the Final
Prospectus, all of the issued and outstanding capital stock of each
such Subsidiary is owned by the Company, directly or through
subsidiaries, has been duly authorized and validly issued, is fully
paid and non-assessable and is owned free and clear of any security
interest, mortgage, pledge, lien, encumbrance, claim or equity; and
none of the outstanding shares of capital stock of any Subsidiary was
issued in violation of the preemptive or similar rights of any
securityholder of such Subsidiary. The only subsidiaries of the Company
are (a) the subsidiaries listed on Schedule III hereto and


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(b) certain other subsidiaries which, considered in the aggregate as a
single subsidiary, do not constitute a "significant subsidiary" as
defined in Rule 1-02 of Regulation S-X.


(h) Capitalization. The shares of outstanding capital
stock of the Company have been duly authorized and validly issued and
are fully paid and non-assessable; and none of the outstanding shares
of capital stock of the Company was issued in violation of the
preemptive or other similar rights of any securityholder of the
Company.


(i) Authorization of Agreement. This Agreement has been
duly authorized, executed and delivered by the Company.


(j) Authorization of the Indenture. The Indenture has
been duly authorized, executed and delivered by the Company and,
assuming due authorization, execution and delivery by the Trustee,
constitutes a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws affecting
enforcement of creditors' rights generally and except as enforcement
thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).
The Indenture has been duly qualified under the Trust Indenture Act.


(k) Authorization of Securities. The Securities have been
duly authorized by the Company for issuance and sale and, on the
Closing Date, will have been duly executed by the Company and, when
authenticated, issued and delivered in the manner provided for in the
Indenture and delivered against payment of the purchase price therefor
as provided in this Agreement, will constitute valid and binding
obligations of the Company, enforceable against the Company in
accordance with their terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), reorganization, moratorium or
similar laws affecting enforcement of creditors' rights generally and
except as enforcement thereof is subject to general principles of
equity (regardless of whether enforcement is considered in a proceeding
in equity or at law). The Securities will be in the form contemplated
by, and each registered holder thereof will be entitled to the benefits
of, the Indenture.


(l) Description of the Securities and the Indenture. The
Securities and the Indenture, as of the date hereof and as of the
Closing Date, conform and will conform, as applicable, in all material
respects to the respective statements relating thereto contained in the
Final Prospectus, and the Indenture is in the form filed or
incorporated by reference, as the case may be, as an exhibit to each of
the Registration Statements.


(m) Absence of Defaults and Conflicts. Neither the
Company nor any of its subsidiaries is in violation of its charter or
by-laws or other constitutive documents or in default in the
performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, deed of
trust, loan or credit agreement, note, lease or other agreement or
instrument to which the Company or any of its subsidiaries is a party
or by which it or any of them may be bound, or to which any of


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the property or assets of the Company or any of its subsidiaries is
subject (collectively, "Agreements and Instruments") except for such
defaults that would not result in a Material Adverse Effect; and the
execution, delivery and performance by the Company of this Agreement,
the Indenture and the Securities and the consummation of the
transactions contemplated in this Agreement and in the Registration
Statements (including the issuance and sale of the Securities and the
use of the proceeds from the sale of the Securities as described in the
Final Prospectus under the caption "Use of Proceeds") and compliance by
the Company with its obligations under this Agreement, the Indenture
and the Securities do not and will not, whether with or without the
giving of notice or passage of time or both, conflict with or
constitute a breach of, or default or Repayment Event (as defined
below) under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or any
of its subsidiaries pursuant to, the Agreements and Instruments (except
for such conflicts, breaches or defaults or liens, charges or
encumbrances that would not result in a Material Adverse Effect), nor
will such action result in any violation of the provisions of the
charter or by-laws or other constitutive documents of the Company or
any of its subsidiaries or any applicable law, statute, rule,
regulation, judgment, order, writ or decree of any government,
government instrumentality or court, domestic or foreign, having
jurisdiction over the Company or any of its subsidiaries or any of
their assets, properties or operations. As used herein, a "Repayment
Event" means any event or condition which gives the holder of any note,
debenture or other evidence of indebtedness (or any person acting on
such holder's behalf) the right to require the repurchase, redemption
or repayment of all or a portion of such indebtedness by the Company or
any of its subsidiaries.


(n) Absence of Labor Dispute. No labor dispute with the
employees of the Company or any of its subsidiaries exists or, to the
knowledge of the Company, is imminent which, individually or in the
aggregate, may reasonably be expected to result in a Material Adverse
Effect.


(o) Absence of Proceedings. There is no action, suit,
proceeding, inquiry or investigation before or brought by any court or
governmental agency or body, domestic or foreign, now pending, or, to
the knowledge of the Company, threatened, against or affecting the
Company or any of its subsidiaries, which is required to be disclosed
in the Registration Statements (other than as disclosed therein), or
which, individually or in the aggregate, might reasonably be expected
to result in a Material Adverse Effect, or which, individually or in
the aggregate, might reasonably be expected to materially and adversely
affect the properties or assets thereof or the consummation of the
transactions contemplated in this Agreement or the performance by the
Company of its obligations hereunder; the aggregate of all pending
legal or governmental proceedings to which the Company or any of its
subsidiaries is a party or of which any of their respective property or
assets is the subject which are not described in the Registration
Statements, including ordinary routine litigation incidental to the
business, could not reasonably be expected to result in a Material
Adverse Effect.


(p) Accuracy of Exhibits. There are no contracts or
documents which are required to be described in the Registration
Statements, the Final Prospectus or the


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documents incorporated by reference therein or to be filed as exhibits
thereto which have not been so described and filed as required.


(q) Possession of Intellectual Property. Except as
disclosed in the Final Prospectus, the Company and its subsidiaries own
or possess, or can acquire on reasonable terms, adequate patents,
patent rights, licenses, inventions, copyrights, know-how (including
trade secrets and other patented and/or unpatentable proprietary or
confidential information, systems or procedures), trademarks, service
marks, trade names or other intellectual property (collectively,
"Intellectual Property") necessary to carry on the business now
operated by them, other than those the absence of which would not have
a Material Adverse Effect, and neither the Company nor any of its
subsidiaries has received any notice or is otherwise aware of any
infringement of or conflict with asserted rights of others with respect
to any Intellectual Property or of any facts or circumstances which
would render any Intellectual Property invalid or inadequate to protect
the interest of the Company or any of its subsidiaries therein, and
which infringement or conflict (if the subject of any unfavorable
decision, ruling or finding) or invalidity or inadequacy, singly or in
the aggregate, would result in a Material Adverse Effect.


(r) Absence of Further Requirements. No filing with, or
authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority or
agency is necessary or required for the performance by the Company of
its obligations hereunder, in connection with the offering, issuance or
sale of the Securities under this Agreement or the consummation of the
transactions contemplated by this Agreement or for the due execution,
delivery or performance of the Indenture by the Company, except such as
have been already obtained or as may be required under the Act or state
securities laws, the laws of a foreign jurisdiction or the by-laws and
rules of the National Association of Securities Dealers, Inc.


(s) Possession of Licenses and Permits. The Company and
its subsidiaries possess such permits, licenses, approvals, consents
and other authorizations (collectively, "Governmental Licenses") issued
by the appropriate federal, state, local or foreign regulatory agencies
or bodies necessary to conduct the business now operated by them, other
than those the absence of which would not have a Material Adverse
Effect; the Company and its subsidiaries are in compliance with the
terms and conditions of all such Governmental Licenses, except where
the failure so to comply would not, singly or in the aggregate, have a
Material Adverse Effect; all of the Governmental Licenses are valid and
in full force and effect, except when the invalidity of such
Governmental Licenses or the failure of such Governmental Licenses to
be in full force and effect would not have a Material Adverse Effect;
and neither the Company nor any of its subsidiaries has received any
notice of proceedings relating to the revocation or modification of any
such Governmental Licenses which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would result in
a Material Adverse Effect.


(t) Title to Property. The Company and its subsidiaries
have good and marketable title to all material real property owned by
the Company and its subsidiaries and good title to all other properties
owned by them, in each case, free and clear of all mortgages, pledges,
liens, security interests, claims, restrictions or encumbrances of any
kind except such as (a) are described in the Final Prospectus or (b) do
not, singly or in the


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aggregate, materially affect the value of such property and do not
interfere with the use made and proposed to be made of such property by
the Company or any of its subsidiaries; and all of the leases and
subleases material to the business of the Company and its subsidiaries,
considered as one enterprise, and under which the Company or an ...