<PAGE>   1
                                                                     EXHIBIT 1.1



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                            COX COMMUNICATIONS, INC.
                            (a Delaware corporation)


                             275,000 Premium PHONES

                3% Exchangeable Subordinated Debentures due 2030





                               PURCHASE AGREEMENT


                              Dated: March 8, 2000




================================================================================


<PAGE>   2





                                Table of Contents

<TABLE>
<S>               <C>                                                <C>
SECTION 1.        Representations and Warranties......................2

(a)  Representations and Warranties by the Company....................2
(i)               Compliance with Registration Requirements...........2
(ii)              Incorporated Documents..............................3
(iii)             Independent Accountants.............................3
(iv)              Financial Statements................................3
(v)               No Material Adverse Change in Business..............4
(vi)              Good Standing of the Company........................4
(vii)             Good Standing of Subsidiaries.......................4
(viii)            Capitalization......................................5
(ix)              Authorization of Agreement..........................5
(x)               Authorization of the Indenture......................5
(xi)              Authorization of Securities.........................5
(xii)             Description of the Securities and the Indenture.....6
(xiii)            Absence of Defaults and Conflicts...................6
(xiv)             Absence of Labor Dispute............................6
(xv)              Absence of Proceedings..............................6
(xvi)             Accuracy of Exhibits................................7
(xvii)            Possession of Intellectual Property.................7
(xviii)           Absence of Further Requirements.....................7
(xix)             Possession of Licenses and Permits..................7
(xx)              Title to Property...................................8
(xxi)             Investment Company Act..............................8
(xxii)            Environmental Laws..................................8
(b)  Officers' Certificates...........................................9

SECTION 2.        Sale and Delivery to Underwriter; Closing...........9

(a)  Securities.......................................................9
(b)  Payment..........................................................9
(c)  Denominations; Registration......................................9

SECTION 3.        Covenants of the Company............................9

(a)          Compliance with Securities Regulations and Commission
             Requests.................................................9
(b)          Filing of Amendments....................................10
(c)          Delivery of Registration Statements.....................10
(d)          Delivery of Prospectus..................................10
(e)          Continued Compliance with Securities Laws...............10
(f)          Blue Sky Qualifications.................................11
(g)          Rule 158................................................11
(h)          Use of Proceeds.........................................11
(i)          Listing.................................................11
(j)          Restriction on Sale of Securities.......................12
(k)          Reporting Requirements..................................12
</TABLE>


                                        i
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<TABLE>
<S>          <C>                                                    <C>
SECTION 4.        Payment of Expenses................................12

(a)          Expenses................................................12
(b)          Termination of Agreement................................12

SECTION 5.        Conditions of Underwriter's Obligations............13

(a)          Effectiveness of Registration Statement.................13
(b)          Opinion of Counsel for Company..........................13
(c)          Opinion of Counsel for Underwriter......................13
(d)          Officers' Certificate...................................13
(e)          Accountant's Comfort Letters............................14
(f)          Maintenance of Rating...................................14
(g)          Additional Documents....................................14
(h)          Termination of Agreement................................14

SECTION 6.        Indemnification....................................14

(a)  Indemnification of Underwriter..................................14
(b)  Indemnification of Company, Directors and Officers..............15
(c)  Actions against Parties; Notification...........................15
(d)  Settlement without Consent if Failure to Reimburse..............16

SECTION 7.        Contribution.......................................16


SECTION 8.        Representations, Warranties and Agreements to Survive
                  Delivery...........................................17


SECTION 9.        Termination of Agreement...........................18

(a)  Termination; General............................................18
(b)  Liabilities. ...................................................18

SECTION 10.       Notices............................................19


SECTION 11.       Parties............................................19


SECTION 12.       GOVERNING LAW AND TIME.............................20


SECTION 13.       Effect of Headings.................................20


SECTION 14.       Counterparts.......................................20


SCHEDULES

Schedule A - Pricing Information................................Sch A-1

Schedule B - List of Subsidiaries...............................Sch B-1

EXHIBITS

Exhibit A - Form of Opinion of Company's Counsel....................A-1
</TABLE>


                                       ii
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                            COX COMMUNICATIONS, INC.

                            (a Delaware corporation)


                             275,000 Premium PHONES

                3% Exchangeable Subordinated Debentures due 2030


                               PURCHASE AGREEMENT

                                                                   March 8, 2000

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
                Incorporated
North Tower
World Financial Center
New York, New York  10281-1209

Ladies and Gentlemen:

         Cox Communications, Inc., a Delaware corporation (the "Company"),
confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated (the "Underwriter"), with respect to the issue and sale by
the Company and the purchase by the Underwriter of 275,000 of the Company's
Premium PHONES - 3% Exchangeable Subordinated Debentures due 2030 (the
"Securities"). The Securities are to be issued pursuant to an indenture, dated
as of June 27, 1995, between the Company and The Bank of New York, as trustee
(the "Trustee"), as supplemented by the Second Supplemental Indenture, dated as
of March 14, 2000, between the Company and the Trustee (the indenture, as so
supplemented, the "Indenture").

         The Company understands that the Underwriter proposes to make a public
offering of the Securities as soon as the Underwriter deems advisable after this
Agreement has been executed and delivered.

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (Nos. 333-82575, 333-82575-01
and 333-82575-02) and pre-effective amendment nos. 1, 2 and 3 thereto for the
registration of certain securities, including the Securities, under the
Securities Act of 1933, as amended (the "1933 Act"), including the related
preliminary prospectus or prospectuses, and the offering thereof from time to
time in accordance with Rule 415 of the rules and regulations of the Commission
under the 1933 Act (the "1933 Act Regulations"). Such registration statement has
been declared effective by the Commission, and the Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Such registration statement, including the exhibits and schedules thereto, if
any, in the form in which it became effective, is herein called the
"Registration Statement"; and the final base prospectus contained in the
Registration Statement and the final prospectus supplement relating to the
offering of the Securities, in the form first furnished to the Underwriter by
the Company for use in connection with the offering

<PAGE>   5

of the Securities, are collectively referred to herein as the "Prospectus";
provided, however, that all references to the "Registration Statement" and the
"Prospectus" shall also be deemed to include all documents incorporated therein
by reference pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), prior to the execution and delivery of this Agreement; and
provided, further, that if the Company files a registration statement with the
Commission pursuant to Section 462(b) of the 1933 Act Regulations (the "Rule
462(b) Registration Statement"),then after such filing, all references to
"Registration Statement" shall also be deemed to include the Rule 462(b)
Registration Statement. A "preliminary prospectus" shall be deemed to refer to
any prospectus used in connection with the offer and sale of the Securities that
omitted information to be included upon pricing in a form of prospectus filed
with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations and was
used after the Registration Statement became effective but prior to the
execution and delivery of this Agreement. For purposes of this Agreement, all
references to the Registration Statement, any preliminary prospectus, the
Prospectus or any amendment or supplement to any of the foregoing shall be
deemed to include the copy filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval system ("EDGAR").

         All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus or the 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 Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to mean and include the filing of
any document under the 1934 Act which is incorporated by reference in the
Registration Statement, such preliminary prospectus or the Prospectus, as the
case may be.

SECTION 1.        Representations and Warranties.

(a)      Representations and Warranties by the Company. The Company represents
and warrants to the Underwriter as of the date hereof and as of the Closing Time
(as defined in Section 2(c) hereof) (in each case, a "Representation Date"), and
agrees with the Underwriter, as follows:

(i)      Compliance with Registration Requirements. The Company meets the
         requirements for use of Form S-3 under the 1933 Act. Each of the
         Registration Statement and any Rule 462(b) Registration Statement has
         become effective under the 1933 Act and no stop order suspending the
         effectiveness of the Registration Statement or any Rule 462(b)
         Registration Statement has been issued under the 1933 Act and no
         proceedings for that purpose have been instituted or are pending or, to
         the knowledge of the Company, are contemplated by the Commission, and
         any request on the part of the Commission for additional information
         has been complied with.

                  At the respective times the Registration Statement, any Rule
         462(b) Registration Statement and any post-effective amendments thereto
         became effective and at each Representation Date, the Registration
         Statement, the Rule 462(b) Registration Statement

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<PAGE>   6



         and any amendments thereto complied and will comply in all material
         respects with the requirements of the 1933 Act and the 1933 Act
         Regulations and the 1939 Act and the rules and regulations of the
         Commission under the 1939 Act (the "1939 Act Regulations"), and 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. Neither the Prospectus nor
         any amendments or supplements thereto, at the time the Prospectus or
         any amendments or supplements thereto were issued and at the Closing
         Time, included or will include an untrue statement of a material fact
         or omitted or will 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. The representations and
         warranties in this subsection shall not apply to statements in or
         omissions from the Registration Statement (or any amendment thereto) or
         the Prospectus (or any amendment or supplement thereto) made in
         reliance upon and in conformity with information furnished to the
         Company in writing by the Underwriter expressly for use in the
         Registration Statement (or such amendment thereto) or the Prospectus
         (or such amendment or supplement thereto).

                  Each preliminary prospectus and the prospectus filed as part
         of the Registration Statement as originally filed or as part of any
         amendment thereto, or filed pursuant to Rule 424 under the 1933 Act,
         complied when so filed in all material respects with the 1933 Act
         Regulations and each preliminary prospectus and the Prospectus
         delivered to the Underwriter 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 EDGAR,
         except to the extent permitted by Regulation S-T.

(ii)     Incorporated Documents. The documents incorporated or deemed to be
         incorporated by reference in the Registration Statement and the
         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 1933 Act and the
         1933 Act Regulations or the 1934 Act and the rules and regulations of
         the Commission thereunder (the "1934 Act Regulations"), as applicable,
         and, when read together with the other information in the Prospectus,
         at the time the Registration Statement became effective, at the time
         the Prospectus was issued and at Closing Time, 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.

(iii)    Independent Accountants. The accountants who certified the financial
         statements and supporting schedules of the Company and its
         subsidiaries, of Cox Communications PCS, L.P. ("PCS") and its
         subsidiaries and of TCA Cable TV, Inc. ("TCA") and its subsidiaries
         included in the Registration Statement and the Prospectus are
         independent public accountants with respect to the Company and its
         subsidiaries as required by the 1933 Act and the 1933 Act Regulations.

(iv)     Financial Statements. The financial statements of the Company included
         in the Registration Statement and the Prospectus, together with the
         related schedules and notes, present fairly the financial position of
         the Company and its consolidated


                                       3
<PAGE>   7


         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 have
         been prepared in conformity with generally accepted accounting
         principles ("GAAP") applied on a consistent basis throughout the
         periods involved. The financial statements of PCS included in the
         Registration Statement and the Prospectus, together with the related
         schedules and notes, present fairly the financial position of PCS and
         its consolidated subsidiaries at the dates indicated and the statement
         of operations, stockholders' equity and cash flows of PCS and its
         consolidated subsidiaries for the periods specified; said financial
         statements have been prepared in conformity with GAAP applied on a
         consistent basis throughout the periods involved. The financial
         statements of TCA included in the Registration Statement and the
         Prospectus, together with the related schedules and notes, present
         fairly the financial position of TCA and its consolidated subsidiaries
         at the date indicated and the statement of operations, stockholders'
         equity and cash flows of TCA and its subsidiaries for the period
         specified; said financial statements have been prepared in conformity
         with GAAP. The supporting schedules, if any, included in the
         Registration Statement and the Prospectus present fairly in accordance
         with GAAP the information required to be stated therein. The pro forma
         financial statements of the Company and its consolidated subsidiaries
         and the related notes thereto included in the Registration Statement
         and the Prospectus present fairly the information shown therein, have
         been prepared in accordance with the Commission's rules and guidelines
         with respect to pro forma financial statements and have been properly
         compiled on the bases described therein, and the assumptions used in
         the preparation thereof are reasonable and the adjustments used therein
         are appropriate to give effect to the transactions and circumstances
         referred to therein.

(v)      No Material Adverse Change in Business. Since the respective dates as
         of which information is given in the Registration Statement and the
         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.

(vi)     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 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.


                                       4
<PAGE>   8



(vii)    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 or limited liability
         company in good standing under the laws of the jurisdiction of its
         incorporation or organization, as the case may be, has corporate or
         other power and authority to own, lease and operate its properties and
         to conduct its business as described in the 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 Registration Statement, all of the issued
         and outstanding capital stock of each such Subsidiary 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; none of the outstanding shares of capital stock of any
         Subsidiary was issued in violation of the preemptive or similar rights
         of any securityholder or such Subsidiary. The only subsidiaries of the
         Company are (a) the subsidiaries listed on Schedule B hereto and (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.

(viii)   Capitalization. The shares of outstanding capital stock of the Company
         have been duly authorized and validly issued and are fully paid and
         non-assessable; 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.

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

(x)      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
         1939 Act.

(xi)     Authorization of Securities. The Securities have been duly authorized
         by the Company for issuance and sale and, at the Closing Time, 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


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         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.

(xii)    Description of the Securities and the Indenture. The Securities and the
         Indenture as of each Representation Date, conform and will conform, as
         applicable, in all material respects to the respective statements
         relating thereto contained in the Prospectus and will be in
         substantially the respective forms filed or incorporated by reference,
         as the case may be, as exhibits to the Registration Statement.

(xiii)   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 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 Statement (including the issuance and sale of the
         Securities and the use of the proceeds from the sale of the Securities
         as described in the Prospectus under the caption "Use of Proceeds") and
         compliance by the Company with its obligations under this Agreement and
         under 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.

(xiv)    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


                                       6
<PAGE>   10



         imminent which, individually or in the aggregate, may reasonably be
         expected to result in a Material Adverse Effect.

(xv)     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
         Statement (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
         Statement, including ordinary routine litigation incidental to the
         business, could not reasonably be expected to result in a Material
         Adverse Effect.

(xvi)    Accuracy of Exhibits. There are no contracts or documents which are
         required to be described in the Registration Statement, the Prospectus
         or the documents incorporated by reference therein or to be filed as
         exhibits thereto which have not been so described and filed as
         required.

(xvii)   Possession of Intellectual Property. Except as disclosed in the
         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
         unpatented 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.

(xviii)  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 1933 Act or the 1933
         Act Regulations or state securities laws, the laws


                                       7
<PAGE>   11


         of a foreign jurisdiction or the by-laws and rules of the NASD and
         except for the qualification of the Indenture under the 1939 Act.

(xix)    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.

(xx)     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 Prospectus or (b) do not, singly or in the
         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 any of its
         subsidiaries holds properties described in the Prospectus, are in full
         force and effect, and neither the Company nor any subsidiary has any
         notice of any material claim of any sort that has been asserted by
         anyone adverse to the rights of the Company or any subsidiary under any
         of the leases or subleases mentioned above, or affecting or questioning
         the rights of the Company or such subsidiary to the continued
         possession of the leased or subleased premises under any such lease or
         sublease.

(xxi)    Investment Company Act. The Company is not, and upon the issuance and
         sale of the Securities as herein contemplated and the application of
         the net proceeds therefrom as described in the Prospectus will not be,
         an "investment company" as such term is defined in the Investment
         Company Act of 1940, as amended (the "1940 Act").

(xxii)   Environmental Laws. Except as described in the Registration Statement
         and except as would not, singly or in the aggregate, result in a
         Material Adverse Effect, (A) neither the Company nor any of its
         subsidiaries is in violation of any federal, state, local or foreign
         statute, law, rule, regulation, ordinance, code, policy or rule of
         common law or any judicial or administrative interpretation thereof,
         including any judicial or administrative order, consent, decree or
         judgment, relating to pollution or protection of human health, the
         environment (including, without limitation, ambient air, surface water,
         groundwater, land surface or subsurface strata) or wildlife, including,
         without limitation,


                                       8
<PAGE>   12



         laws and regulations relating to the release or threatened release of
         chemicals, pollutants, contaminants, wastes, toxic substances,
         hazardous substances, petroleum or petroleum products (collectively,
         "Hazardous Materials") or to the manufacture, processing, distribution,
         use, treatment, storage, disposal, transport or handling of Hazardous
         Materials (collectively, "Environmental Laws"), (B) the Company and its
         subsidiaries have all permits, authorizations and approvals required
         under any applicable Environmental Laws and are each in compliance with
         their requirements, (C) there are no pending or threatened
         administrative, regulatory or judicial actions, suits, demands, demand
         letters, claims, liens, notices of noncompliance or violation,
         investigation or proceedings relating to any Environmental Law against
         the Company or any of its subsidiaries and (D) there are no events or
         circumstances that might reasonably be expected to form the basis of an
         order for clean-up or remediation, or an action, suit or proceeding by
         any private party or governmental body or agency, against or affecting
         the Company or any of its subsidiaries relating to Hazardous Materials
         or any Environmental Laws.

(b)      Officer's Certificates. Any certificate signed by any officer of the
Company delivered to the Underwriter or to counsel for the Underwriter in
connection with the offering of the Securities shall be deemed a representation
and warranty by the Company to the Underwriter as to the matters covered
thereby.

SECTION 2.        Sale and Delivery to Underwriter; Closing.

(a)      Securities. On the basis of the representations, warranties and
agreements herein contained and subject to the terms and conditions herein set
forth, the Company agrees to sell to the Underwriter, and the Underwriter agrees
to purchase from the Company, at the price per Security set forth in Schedule A.

(b)      Payment. Payment of the purchase price for, and delivery of
certificates for, the Securities shall be made at the offices of Brown & Wood
LLP, or at such other place as shall be agreed upon by the Underwriter and the
Company, at 9:00 A.M. (Eastern time) on the fourth business day after the date
hereof, or such other time not later than ten business days after such date as
shall be agreed upon by the Underwriter and the Company (such time and date of
payment and delivery being herein called "Closing Time").

         Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the Underwriter of certificates for the Securities to be purchased by it.

(c)      Denominations; Registration. Certificates for the Securities shall be
in such denominations and registered in such names as the Underwriter may
request in writing at least one full business day before the Closing Time. The
Securities will be made available for examination and packaging by the
Underwriter in The City of New York not later than 10:00 A.M. (Eastern time) on
the business day prior to the Closing Time.


                                       9
<PAGE>   13



SECTION 3.        Covenants of the Company.  The Company covenants with the
Underwriter as follows:

(a)      Compliance with Securities Regulations and Commission Requests. Subject
         to Section 3(b), the Company will notify the Underwriter immediately,
         and confirm the notice in writing, (i) when any post-effective
         amendment to the Registration Statement shall become effective, or any
         supplement to the Prospectus or any amended Prospectus shall have been
         filed, (ii) of the receipt of any comments from the Commission, (iii)
         of any request by the Commission for any amendment to the Registration
         Statement or any amendment or supplement to the Prospectus or for
         additional information, and (iv) of the issuance by the Commission of
         any stop order suspending the effectiveness of the Registration
         Statement or of any order preventing or suspending the use of any
         preliminary prospectus, or of the suspension of the qualification of
         the Securities for offering or sale in any jurisdiction, or of the
         initiation or threatening of any proceedings for any of such purposes.
         The Company will promptly effect the filings necessary pursuant to Rule
         424(b) and will take such steps as it deems necessary to ascertain
         promptly whether the form of prospectus transmitted for filing under
         Rule 424(b) was received for filing by the Commission and, in the event
         that it was not, it will promptly file such prospectus. The Company
         will use its reasonable best efforts to prevent the issuance of any
         stop order and, if any stop order is issued, to obtain the lifting
         thereof at the earliest possible moment.

(b)      Filing of Amendments. The Company will give the Underwriter notice of
         its intention to file or prepare any amendment to the Registration
         Statement (including any filing under Rule 462(b)) or any amendment,
         supplement or revision to either the prospectus included in the
         Registration Statement at the time it became effective or to the
         Prospectus, whether pursuant to the 1933 Act, the 1934 Act or
         otherwise, will furnish the Underwriter with copies of any such
         documents a reasonable amount of time prior to such proposed filing or
         use, as the case may be, and will not file or use any such document to
         which the Underwriter or counsel for the Underwriter shall object in
         writing within three business days of receipt.

(c)      Delivery of Registration Statements. The Company has furnished or will
         deliver to the Underwriter and counsel for the Underwriter, without
         charge, signed copies of the Registration Statement as originally filed
         and of each amendment thereto (including exhibits filed therewith or
         incorporated by reference therein and documents incorporated or deemed
         to be incorporated by reference therein) and signed copies of all
         consents and certificates of experts, and will also deliver to the
         Underwriter, without charge, a conformed copy of the Registration
         Statement as originally filed and of each amendment thereto (without
         exhibits). The copies of the Registration Statement and each amendment
         thereto furnished to the Underwriter will be identical in all material
         respects to the electronically transmitted copies thereof filed with
         the Commission pursuant to EDGAR, except to the extent permitted by
         Regulation S-T.

(d)      Delivery of Prospectus. The Company will furnish to the Underwriter,
         without charge, during the period when the Prospectus is required to be
         delivered under the 1933 Act or the 1934 Act, such number of copies of
         the Prospectus (as amended or


                                       10
<PAGE>   14



         supplemented) as the Underwriter may reasonably request. The Prospectus
         and any amendments or supplements thereto furnished to the Underwriter
         will be identical in all material respects to the electronically
         transmitted copies thereof filed with the Commission pursuant to EDGAR,
         except to the extent permitted by Regulation S-T.

(e)      Continued Compliance with Securities Laws. The Company will comply with
         the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934
         Act Regulations and the 1939 Act and the 1939 Act Regulations so as to
         permit the completion of the distribution of the Securities as
         contemplated in this Agreement and in the Prospectus. If at any time
         when a prospectus is required by the 1933 Act to be delivered in
         connection with sales of the Securities any event shall occur or
         condition shall exist as a result of which it is necessary, in the
         opinion of counsel for the Underwriter or counsel for the Company, to
         amend the Registration Statement or amend or supplement the Prospectus
         in order that the Prospectus will not include any untrue statements of
         a material fact or omit to state a material fact necessary in order to
         make the statements therein not misleading in the light of the
         circumstances existing at the time it is delivered to a purchaser, or
         if it shall be necessary, in the opinion of any such counsel, at any
         such time to amend the Registration Statement or amend or supplement
         the Prospectus in order to comply with the requirements of the 1933 Act
         or the 1933 Act Regulations, the Company will promptly prepare and file
         with the Commission, subject to Section 3(b), such amendment or
         supplement as may be necessary to correct such statement or omission or
         to make the Registration Statement or the Prospectus comply with such
         requirements, and the Company will furnish to the Underwriter, without
         charge, such number of copies of such amendment or supplement as the
         Underwriters may reasonably request.

(f)      Blue Sky Qualifications. The Company will use its reasonable best
         efforts, in cooperation with the Underwriter, to qualify the Securities
         for offering and sale under the applicable securities laws of such
         states and other jurisdictions as the Underwriter may designate and to
         maintain such qualifications in effect for a period of not less than
         one year from the date of this Agreement; provided, however, that the
         Company shall not be obligated to file any general consent to service
         of process or to qualify as a foreign corporation or as a dealer in
         securities in any jurisdiction in which it is not so qualified or to
         subject itself to taxation in respect of doing business in any
         jurisdiction in which it is not otherwise so subject. In each
         jurisdiction in which the Securities have been so qualified, the
         Company will file such statements and reports as may be required by the
         laws of such jurisdiction to continue such qualification in effect for
         a period of not less than one year from the date of this Agreement. The
         Company will also supply the Underwriter with such information as is
         necessary for the determination of the legality of the Securities for
         investment under the laws of such jurisdictions as the Underwriter may
         request.

(g)      Rule 158. The Company will timely file such reports pursuant to the
         1934 Act as are necessary in order to make generally available to its
         securityholders as soon as practicable an earnings statement for the
         purposes of, and to provide the benefits contemplated by, the last
         paragraph of Section 11(a) of the 1933 Act.


                                       11
<PAGE>   15



(h)      Use of Proceeds. The Company will use the net proceeds received by it
         from the sale of the Securities in the manner specified in the
         Prospectus under "Use of Proceeds".

(i)      Listing. The Company will use its commercially reasonable efforts to
         have the Securities approved for listing, subject only to official
         notice of issuance, on the New York Stock Exchange and to cause the
         Securities to be registered under the 1934 Act.

(j)      Restriction on Sale of Securities. Through the 45th day after the date
         of this Agreement, the Company will not, without the consent of the
         Underwriter, directly or indirectly, offer, sell, offer to sell, grant
         an option for the sale of or otherwise dispose of any of (i) the
         Securities, any securities of the Company convertible into or
         exchangeable for the Securities or any securities of the Company
         exchangeable for, convertible into or for which the principal amount
         thereof or payment thereon is referenced to the price of or dividend
         rate on shares of Sprint's PCS Common Stock - Series 1, par value $1.00
         per share (the "Sprint PCS Stock"), of Sprint Corporation ("Sprint") or
         (ii) shares of Sprint's PCS Common Stock - Series 2 owned by the
         Company; provided, however, that the foregoing shall not prohibit the
         Company from taking any of the foregoing actions in connection with any
         exchanges or redemptions of the Securities or in connection with any
         tender offer or exchange offer for all or a portion of the outstanding
         shares of Sprint's PCS Common Stock - Series 2.

(k)      Reporting Requirements. The Company, during the period when the
         Prospectus is required to be delivered under the 1933 Act or the 1934
         Act, will file all documents required to be filed with the Commission
         pursuant to the 1934 Act within the time periods required by the 1934
         Act and the 1934 Act Regulations.

SECTION 4.        Payment of Expenses.

(a)      Expenses. The Company will pay all expenses incident to the performance
         of its obligations under this Agreement, including (i) the preparation,
         printing and filing of the Registration Statement (including financial
         statements and exhibits) as originally filed and of each amendment
         thereto, (ii) the preparation, printing and delivery to the Underwriter
         of this Agreement, the Indenture and such other documents as may be
         required in connection with the offering, purchase, sale, issuance or
         delivery of the Securities, (iii) the preparation, issuance and
         delivery of the Securities to the Underwriter, (iv) the fees and
         disbursements of the Company's counsel, accountants and other advisors,
         (v) the qualification of the Securities under securities laws in
         accordance with the provisions of Section 3(f) hereof, including filing
         fees and the reasonable fees and disbursements of counsel for the
         Underwriter in connection therewith and in connection with the
         preparation of the Blue Sky Survey and any supplement thereto, (vi) the
         printing and delivery to the Underwriter of copies of the Prospectus
         and any amendments or supplements thereto, (vii) the preparation,
         printing and delivery to the Underwriter of copies of the Blue Sky
         Survey and any supplement thereto, (viii) the fees and expenses of the
         Trustee, including the fees and disbursements of counsel for the
         Trustee in connection with the Indenture and the Securities, (ix) any
         fees payable in connection with the rating


                                       12
<PAGE>   16



         of the Securities, and (x) the listing fees and related expenses
         incurred with respect to the listing of the Securities on the New York
         Stock Exchange.

(b)      Termination of Agreement. If this Agreement is terminated by the
         Underwriter in accordance with the provisions of Section 5 or Section
         9(a)(i) hereof, the Company shall reimburse the Underwriter for all of
         their out-of-pocket expenses, including the reasonable fees and
         disbursements of counsel for the Underwriter.

SECTION 5. Conditions of Underwriter's Obligations. The obligations of the
Underwriter to purchase and pay for the Securities pursuant to this Agreement
are subject to the accuracy of the representations and warranties of the Company
contained in Section 1 hereof or in certificates of any officer of the Company
or any subsidiary of the Company delivered pursuant to the provisions hereof, to
the performance by the Company of its covenants and other obligations hereunder,
and to the following further conditions:

(a)      Effectiveness of Registration Statement. The Registration Statement,
         including any Rule 462(b) Registration Statement, has become effective
         and at Closing Time no stop order suspending the effectiveness of the
         Registration Statement shall have been issued under the 1933 Act or
         proceedings therefor initiated or threatened by the Commission, and any
         request on the part of the Commission for additional information shall
         have been complied with to the reasonable satisfaction of counsel to
         the Underwriter. A prospectus containing information relating to the
         description of the Securities, the specific method of distribution and
         similar matters shall have been filed with the Commission in accordance
         with Rule 424(b) (or a post-effective amendment providing such
         information shall have been filed and declared effective in accordance
         with the requirements of Rule 430A).

(b)      Opinion of Counsel for Company. At Closing Time, the Underwriter shall
         have received the favorable opinion, dated as of Closing Time, of Dow,
         Lohnes & Albertson, PLLC, counsel for the Company, in form and
         substance satisfactory to counsel for the Underwriter, to the effect
         set forth in Exhibit A hereto.

(c)      Opinion of Counsel for Underwriter. At Closing Time, the Underwriter
         shall have received the favorable opinion, dated as of Closing Time, of
         Brown & Wood LLP, counsel for the Underwriter, in form and substance
         satisfactory to the Underwriter with respect to the issuance and sale
         of the Securities and other related matters as the Underwriter may
         reasonably require. Such counsel may state that, insofar as such
         opinion involves factual matters, they have relied, to the extent they
         deem proper, upon certificates of officers of the Company and its
         subsidiaries and certificates of public officials.

(d)      Officers' Certificate. At Closing Time, there shall not have been,
         since the date hereof or since the respective dates as of which
         information is given in the Prospectus, any 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, and the Underwriter shall have received a
         certificate of the President or a Vice President


                                       13
<PAGE>   17



         of the Company and of the chief financial officer, chief accounting
         officer or the Treasurer of the Company, dated as of Closing Time, to
         the effect that (i) there has been no such material adverse change,
         (ii) the representations and warranties in Section 1(a) hereof are true
         and correct with the same force and effect as though expressly made at
         and as of Closing Time, (iii) the Company has complied with all
         agreements and satisfied all conditions on its part to be performed or
         satisfied at or prior to Closing Time, and (iv) no stop order
         suspending the effectiveness of the Registration Statement has been
         issued and no proceedings for that purpose have been instituted or are
         pending or are contemplated by the Commission.

(e)      Accountant's Comfort Letters. At Closing Time, the Underwriter shall
         have received letters from Deloitte & Touche LLP, in relation to the
         Company, and KPMG LLP, in relation to TCA, each dated such date, in
         form and substance satisfactory to the Underwriter, containing
         statements and information of the type ordinarily included in
         accountants' "comfort letters" to underwriters with respect to the
         financial statements and certain financial information contained in the
         Registration Statement and the Prospectus.

(f)      Maintenance of Rating. At Closing Time the Securities shall be rated at
         least Baa3 by Moody's Investors Service Inc. and BBB by Standard &
         Poor's Ratings Service, and the Company shall have delivered to the
         Underwriter a letter, dated the Closing Time, from each such rating
         agency, or other evidence satisfactory to the Underwriter, confirming
         that the Securities have such ratings; and since the date of this
         Agreement, there shall not have occurred a downgrading in the rating
         assigned to the Securities or any of the Company's other debt
         securities by any "nationally recognized statistical rating agency", as
         that term is defined by the Commission for purposes of Rule 436(g)(2)
         under the 1933 Act, and no such organization shall have publicly
         announced that it has under surveillance or review, with possible
         negative implications, its rating of the Securities or any of the
         Company's other debt securities.

(g)      Additional Documents. At Closing Time counsel for the Underwriter shall
         have been furnished with such documents and opinions as they may
         require for the purpose of enabling them to pass upon the issuance and
         sale of the Securities as herein contemplated, or in order to evidence
         the accuracy of any of the representations or warranties, or the
         fulfillment of any of the conditions, herein contained; and all
         proceedings taken by the Company in connection with the issuance and
         sale of the Securities as herein contemplated shall be satisfactory in
         form and substance to the Underwriter and counsel for the Underwriter.

(h)      Termination of Agreement. If any condition specified in this Section
         shall not have been fulfilled when and as required to be fulfilled,
         this Agreement may be terminated by the Underwriter by notice to the
         Company at any time at or prior to Closing Time, and such termination
         shall be without liability of any party to any other party except as
         provided in Section 4 and except that Sections 6, 7 and 8 shall survive
         any such termination and remain in full force and effect.


                                       14
<PAGE>   18




SECTION 6.        Indemnification.

(a)      Indemnification of Underwriter. The Company agrees to indemnify and
hold harmless the Underwriter and each person, if any, who controls the
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

                  (i)      against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, arising out of any untrue
         statement or alleged untrue statement of a material fact contained in
         the Registration Statement (or any amendment thereto), including the
         Rule 434 Information, if applicable, or the omission or alleged
         omission therefrom of a material fact required to be stated therein or
         necessary to make the statements therein not misleading or arising out
         of any untrue statement or alleged untrue statement of a material fact
         included in any preliminary prospectus or the Prospectus (or any
         amendment or supplement thereto), or the omission or alleged omission
         therefrom of a material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading;

                  (ii)     against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, to the extent of the aggregate
         amount paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission referred to
         under (i) above; provided that (subject to Section 6(d) below) any such
         settlement is effected with the written consent of the Company; and

                  (iii)    against any and all expense whatsoever, as incurred
         (including the fees and disbursements of counsel chosen by the
         Underwriter), reasonably incurred in investigating, preparing or
         defending against any litigation, or any investigation or proceeding by
         any governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, referred to under (i) above,
         to the extent that any such expense is not paid under (i) or (ii)
         above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by the
Underwriter expressly for use in the Registration Statement (or any amendment
thereto), or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto) and provided, further, that this indemnity agreement shall
not inure to the benefit of the Underwriter or any person controlling the
Underwriter on account of any loss, claim, damage, liability or action arising
from the sale of Securities to any person by the Underwriter if the Underwriter
failed to send or give a copy of an amendment or supplement to the Prospectus to
that person and the untrue statement or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact in the Prospectus
was corrected in said amendment or supplement and the delivery thereof was
required by law and would have constituted a complete defense to the claim of
that person, unless such failure resulted from non-compliance by the Company
with Section 3(a) or (b). For purposes of the


                                       15
<PAGE>   19



second proviso to the immediately preceding sentence, the term Prospectus shall
not be deemed to include the documents incorporated by reference therein, and
the Underwriter shall not be obligated to send or give any supplement or
amendment to any document incorporated by reference in a preliminary prospectus
or supplement thereto or the Prospectus to any person.

(b)      Indemnification of Company, Directors and Officers. The Underwriter
agrees to indemnify and hold harmless the Company, its directors, each of its
officers who signed the Registration Statement and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection (a) of this Section,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto), or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company by the Underwriter expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary prospectus
or the Prospectus (or any amendment or supplement thereto).

(c)      Actions against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by the Underwriter, and, in
the case of parties indemnified pursuant to Section 6(b) above, counsel to the
indemnified parties shall be selected by the Company. An indemnifying party may
participate at its own expense in the defense of any such action. If it so
elects within a reasonable time after receipt of notice, an indemnifying party,
jointly with any other indemnifying parties receiving such notice, may assume
the defense of such action with counsel chosen by it and approved by the
indemnified parties defendant in such action, unless such indemnified parties
reasonably object to such assumption on the ground that there may be legal
defenses available to them which are different from or in addition to those
available to such indemnifying party. If an indemnifying party assumes the
defense of such action, the indemnifying parties shall not be liable for any
fees and expenses of counsel for the indemnified parties thereafter in
connection with such action. In no event shall the indemnifying parties be
liable for fees and expenses of more than one counsel (in addition to any local
counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances.
No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 6 or Section 7 hereof (whether or not the indemnified parties
are actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as


                                       16
<PAGE>   20



to or an admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.

(d)      Settlement without Consent if Failure to Reimburse. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 6(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 90 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 45 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

SECTION 7. Contribution. If the indemnification provided for in Section 6 hereof
is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses
referred to therein, then the Company and the Underwriter shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriter on the other hand from the offering of the Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and of the Underwriter on the
other hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

         The relative benefits received by the Company on the one hand and the
Underwriter on the other hand in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company
and the total underwriting discount or commission received by the Underwriter,
in each case as set forth on the cover of the Prospectus, bear to the aggregate
initial public offering price of the Securities as set forth on such cover.

         The relative fault of the Company on the one hand and the Underwriter
on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriter and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

         The Company and the Underwriter agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in

                                       17
<PAGE>   21




investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

         Notwithstanding the provisions of this Section 7, the Underwriter shall
not be required to contribute any amount in excess of the amount by which the
total price at which the Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which the
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 7, each person, if any, who controls the
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as the Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company.

SECTION 8. Representations, Warranties and Agreements to Survive Delivery. All
representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company or any of its subsidiaries submitted
pursuant hereto, shall remain operative and in full force and effect, regardless
of any investigation made by or on behalf of the Underwriter or controlling
person, or by or on behalf of the Company, and shall survive delivery of the
Securities to the Underwriter.

SECTION 9.        Termination of Agreement.

(a)      Termination; General. The Underwriter may terminate this Agreement, by
notice to the Company, at any time at or prior to Closing Time (i) if there has
been, since the time of execution of this Agreement or since the respective
dates as of which information is given in the Prospectus, any 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 or of Sprint and its subsidiaries considered as one enterprise,
in each case whether or not arising in the ordinary course of business, or (ii)
if there has occurred any material adverse change in the financial markets in
the United States or the international financial markets, any outbreak of
hostilities or escalation thereof or other calamity or crisis or any change or
development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which is
such as to make it, in the judgment of the Underwriter, impracticable to market
the Securities or to enforce contracts for the sale of the Securities, or (iii)
if trading in any securities of the Company or in the Sprint PCS Stock has been
suspended or limited by the Commission or the New York Stock Exchange, or if
trading generally on the American Stock Exchange or the New York Stock Exchange
or in the Nasdaq National Market has been suspended or limited, or minimum or
maximum prices for trading have been fixed, or maximum ranges for prices have
been required, by any of said exchanges


                                       18
<PAGE>   22



or by such system or by order of the Commission, the National Association of
Securities Dealers, Inc. or any other governmental authority, or (iv) if a
banking moratorium has been declared by either Federal or New York authorities

(b)      Liabilities. If this Agreement is terminated pursuant to this Section,
such termination shall be without liability of any party to any other party
except as provided in Section 4 hereof, and provided further that Sections 6, 7
and 8 shall survive such termination and remain in full force and effect.

SECTION 10.       Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriter shall be directed to Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, North Tower, World Financial Center, New York, New
York 10281-1201, attention of Daniel Richards, Managing Director; and notices to
the Company shall be directed to it at 1400 Lake Hearn Drive, Atlanta, Georgia
30319, attention of Andrew A. Merdek.

SECTION 11.       Parties. This Agreement shall inure to the benefit of and be
binding upon the Underwriter and the Company and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any person, firm or corporation, other than the Underwriter
and the Company and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Underwriter and the Company and their respective
successors, and said controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no other person, firm or
corporation. No purchaser of Securities from the Underwriter shall be deemed to
be a successor by reason merely of such purchase.

SECTION 12.       GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED WHOLLY IN SUCH STATE. SPECIFIED TIMES OF DAY
REFER TO NEW YORK CITY TIME.

SECTION 13.       Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

SECTION 14.       Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts hereof shall constitute a single instrument.


                                       19

<PAGE>   23




         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between the Underwriter and the Company in accordance with its terms.

                                               Very truly yours,

                                               COX COMMUNICATIONS, INC.


                                               By: /s/ Dallas S. Clement
                                                  ------------------------------
                                                   Name:  Dallas S. Clement
                                                   Title:  Vice President and
                                                           Treasurer


CONFIRMED AND ACCEPTED, as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
                        INCORPORATED



By: /s/ Tristram Collins
    -------------------------------
               Authorized Signatory



<PAGE>   24



Sch A-1
                                   SCHEDULE A




                            COX COMMUNICATIONS, INC.

                             275,000 Premium PHONES

                3% Exchangeable Subordinated Debentures due 2030

         1. The initial public offering price per Security shall be $1,000.

         2. The purchase price per Security to be paid by the Underwriter shall
            be $980, being an amount equal to the initial public offering price
            set forth above less a $20 underwriting discount per Security.

         3. The interest rate on the Securities shall be 3% per annum.

         4. The Securities shall be redeemable at the option of the Company, and
            exchangeable at the option of the holder thereof, as set forth in
            the terms of the Securities.




<PAGE>   25




                                   SCHEDULE B

                              List of Subsidiaries

                  Cox Communications Hampton Roads, Inc.
                  Cox Communications Las Vegas, Inc.
                  Cox Classic Cable, Inc.
                  CoxCom, Inc.
                  Cox Teleport Partners, Inc.