EX-10.3 FIRST AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF DECEMBER 3, 2004

EX-10.3 3 g00421exv10w3.txt EX-10.3 FIRST AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF DECEMBER 3, 2004 Exhibit 10.3 FIRST AMENDMENT, dated as of March 17, 2006 (this "Amendment"), to the Credit Agreement dated as of December 3, 2004 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among COX COMMUNICATIONS, INC., a Delaware corporation, the lenders, syndication agents and arrangers and bookrunners party thereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent. The parties hereto hereby agree as follows: 1. Defined Terms. Capitalized terms which are defined in the Credit Agreement and not otherwise defined herein have the meanings given in the Credit Agreement. 2. Amendment. Section 1.01 of the Credit Agreement is amended: (a) By deleting the definition of "Unit Appreciation Plan Expense" and adding the following new definition in proper alphabetical order: "Incentive Compensation Plan Expense" shall mean charges for expenses, whether accrued or paid, under long-term incentive compensation plans and unit appreciation plans, in effect on March 1, 2006, as amended thereafter from time to time. (b) By amending and restating the definition of "Consolidated Operating Cash Flow" to read as follows: "Consolidated Operating Cash Flow" shall mean, as of the last day of any fiscal quarter of the Company for the period of four fiscal quarters then ended, the sum of (i) operating income of the Company and its Restricted Subsidiaries (less cash dividends and other cash distributions to the holders of minority interests in the Company's Restricted Subsidiaries), to the extent otherwise reflected in operating income before giving effect to depreciation, amortization, other non-cash charges and equity in earnings (losses) of unconsolidated investees on a consolidated basis and non-recurring one-time charges, all calculated as if any Restricted Subsidiary or business that has been presented as discontinued operations in the Company's consolidated financial statements but that has not been sold or disposed of as of the last day of such four fiscal quarter period had been presented as part of continuing operations, and (ii) cash dividends and cash distributions, other than extraordinary distributions, for such period from unconsolidated investees of the Company and its Restricted Subsidiaries, on a consolidated basis, minus, without duplication, (iii) the amount of cash payments in respect of items that were originally reflected in operating income (whether in such period or any earlier period) as non-cash charges; provided that Incentive Compensation Plan Expense shall not be included in the calculation of Consolidated Operating Cash Flow. 3. Waiver. Any Events of Default that may have arisen on December 31, 2005, under Section 8.01 of the Credit Agreement that would not have occurred if this Amendment had been effective on that date, and any Defaults and Events of Default that may have arisen that are related to or a consequence of any of the foregoing described Events of Default, and any Defaults and Events of Defaults arising out of the failure to take any action or comply with or perform any obligation as a result of any of the foregoing described Defaults or Events of Default, and any Defaults or Events of Default arising out of any misstatements as to the absence of any such Default or Event of Default, are hereby waived. 4. Effectiveness. This Amendment will become effective when the Administrative Agent has received this Amendment executed and delivered by the Company and the Majority Lenders. 5. Representation and Warranties. The Company represents and warrants that, after giving effect to the provisions of this Amendment, (a) each of the representations and warranties made by the Company in Article VI of the Credit Agreement are true in all material respects on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties refer to an earlier date, in which case they are true in all material respects as of such earlier date and except that for this purpose only the date "December 31, 2003" in the last sentence of Section 6.02 of the Credit Agreement shall be changed to "December 31, 2004", and (b) no Default or Event of Default has occurred and is continuing. 6. Continuing Effect of the Credit Agreement. This Amendment is limited solely to the matters expressly set forth herein and does not constitute a waiver of any Default or Event of Default, except as expressly set forth in paragraph 3 above, or a consent to any future action or event. As expressly amended hereby, the Credit Agreement remains in full force and effect. 7. Miscellaneous. The provisions of Sections 13.06, 13.07(a), 13.08, 13.09, 13.10 13.12 and 13.13 shall apply with like effect to this Amendment. [remainder of page intentionally left blank] 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. COX COMMUNICATIONS, INC. By: /s/ Susan W. Coker ----------------------------------- Name: Title: JP MORGAN CHASE BANK, N.A., as Administrative Agent and as Lender By: /s/ Christophe M. Vohmann ----------------------------------- Name: Christophe M. Vohmann Title: Vice President BANK OF AMERICA, N.A. By: /s/ Christopher T. Ray ----------------------------------- Name: Christopher T. Ray Title: Vice President THE BANK OF NEW YORK By: /s/ Laura Neenan ----------------------------------- Name: Laura Neenan Title: Vice President THE BANK OF NOVA SCOTIA By: /s/ Jose Carlos ----------------------------------- Name: Jose B. Carlos Title: Authorized Signatory 3 BANK OF OKLAHOMA, N.A. By: /s/ Kenton R. Owens ----------------------------------- Name: Kenton R. Owens Title: Assistant Vice President THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (formerly known as THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH) By: /s/ Karen Ossolinski ----------------------------------- Name: Karen Ossolinski Title: Authorized Signatory THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (as successor-by-merger to UFJ BANK LIMITED) By: /s/ Karen Ossolinski ----------------------------------- Name: Karen Ossolinski Title: Authorized Signatory BARCLAYS BANK PLC By: /s/ David Barton ----------------------------------- Name: David Barton Title: Associate Director BAYERISCHE LANDESBANK, Cayman Islands Branch By: /s/ Nikolai von Mengden ----------------------------------- Name: Nikolai von Mengden Title: Senior Vice President By: /s/ Norman McClave ----------------------------------- Name: Norman McClave Title: First Vice President BNP-PARIBAS By: /s/ Nuala Marley ----------------------------------- Name: Nuala Marley Title: Managing Director BNP-PARIBAS By: /s/ Todd Rogers ----------------------------------- Name: Todd Rodgers Title: Vice President CALYON, NEW YORK BRANCH By: /s/ Douglas Roper ----------------------------------- Name: Douglas Roper Title: Managing Director By: /s/ John McCloskey ----------------------------------- Name: John McCloskey Title: Managing Director CITICORP NORTH AMERICA, INC. By: /s/ Maureen Maroney ----------------------------------- Name: Maureen Maroney Title: Director COBANK By: /s/ Kevin A. Oliver ----------------------------------- Name: Kevin A. Oliver Title: Assistant Vice President CREDIT SUISSE, CAYMAN ISLANDS BRANCH By: /s/ Doreen Barr ----------------------------------- Name: Doreen Barr Title: Vice President By: /s/ Denise Alvarez ----------------------------------- Name: Denise Alvarez Title: Associate DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ David Dickinson ----------------------------------- Name: David Dickinson Title: Director By: /s/ Andreas Neumeier ----------------------------------- Name: Andreas Neumeier Title: Director DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: /s/ Mark McGuigan ----------------------------------- Name: Mark McGuigan Title: Vice President DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: /s/ Brian Smith ----------------------------------- Name: Brian Smith Title: Managing Director E.SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH By: /s/ Benjamin Lin ----------------------------------- Name: Benjamin Lin Title: EVP & General Manager FIFTH THIRD BANK By: /s/ Brian J. Blomeke ----------------------------------- Name: Brian J. Blomeke Title: Assistant Vice President HSBC BANK USA, N.A. By: /s/ Darren Pinsker ----------------------------------- Name: Darren Pinsker Title: Senior Vice President ING CAPITAL LLC By: /s/ Loring Guessous ----------------------------------- Name: Loring Guessous Title: Managing Director LEHMAN BROTHERS BANK, FSB By: /s/ Janine M. Shugan ----------------------------------- Name: Janine M. Shugan Title: Authorized Signatory LLOYDS TSB BANK, PLC By: /s/ Windsor R. Davies ----------------------------------- Name: Windsor R. Davies Title: Director, Corporate Banking, USA D061 By: /s/ Deborah Carlson ----------------------------------- Name: Deborah Carlson Title: VP & Manager - Business Development C.B. C103 MERRILL LYNCH BANK USA By: /s/ Louis Alder ----------------------------------- Name: Louis Alder Title: Director MIZUHO CORPORATE BANK, LTD By: /s/ Raymond Ventura ----------------------------------- Name: Raymond Ventura Title: Deputy General Manager MORGAN STANLEY BANK By: /s/ Daniel Twenge ----------------------------------- Name: Daniel Twenge Title: Vice President NATIONAL AUSTRALIZ BANK LTD. By: /s/ Eduardo Salazar ----------------------------------- Name: Eduardo Salazar Title: SVP - Head of Corporate Banking REGIONS BANK By: /s/ J. Timothy Toler ----------------------------------- Name: J. Timothy Toler Title: Vice President THE ROYAL BANK OF SCOTLAND PLC By: /s/ Andrew Wynn ----------------------------------- Name: Andrew Wynn Title: Managing Director SCOTIABANC INC. By: /s/ William E. Zarrett ----------------------------------- Name: William E. Zarrett Title: Managing Director SOCIETE GENERALE By: /s/ Elaine Khalil ----------------------------------- Name: Elaine Khalil Title: Director SUMITOMO MITSUI BANKING CORPORATION By: /s/ Yoshihiro Hyakutome ----------------------------------- Name: Yoshihiro Hyakutome Title: Joint General Manager SUNTRUST BANK By: /s/ Thomas C. Palmer ----------------------------------- Name: Thomas C. Palmer Title: Managing Director U.S. BANK NATIONAL ASSOCIATION By: /s/ Gail F. Scannell ----------------------------------- Name: Gail F. Scannell Title: Vice President UBS LOAN FINANCE LLC, Lender By: /s/ Richard L. Tavrow ----------------------------------- Name: Richard L. Tavrow Title: Director By: /s/ Irja R. Otsa ----------------------------------- Name: Irja R. Otsa Title: Associate Director WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ John D. Brady ----------------------------------- Name: John D. Brady Title: Director