<PAGE>

                                                                    Exhibit 10.2

                                    AMENDED AND RESTATED 364-DAY CREDIT
                           AGREEMENT dated as of June 27, 2003 (this "2003
                           Amendment and Restatement"), among Cox
                           Communications, Inc. (the "Company"), the banks party
                           hereto (the "Banks"), JPMorgan Chase Bank (the
                           "Administrative Agent"), as administrative agent and
                           Bank of America, N.A. and Wachovia Bank, National
                           Association as co-syndication agents (the
                           "Syndication Agents").

                  A. On June 28, 2002, the Company, certain of the Banks and the
Administrative Agent entered into an Amended and Restated 364-Day Credit
Agreement in an aggregate principal amount of $1,100,000,000 (the "Credit
Agreement").

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

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

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

                  (a) The Credit Agreement is hereby amended by replacing the
amount "$1,100,000,000" in the first sentence of the preamble with the amount
"$900,000,000".

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

                  (i) Amending the definition of the term "Applicable
Percentage" to read as follows:

                  "Applicable Percentage" means, with respect to any Bank, the
         percentage of the total Commitments represented by such Bank's
         Commitment. If the Commitments have terminated or expired, the
         Applicable Percentages shall be determined based upon the Commitments
         most recently in effect, giving effect to any assignments.

                  (ii) Amending the definition of the term "Consolidated
Annualized Operating Cash Flow" to read as follows:

                  ""Consolidated Annualized Operating Cash Flow" shall mean (i)
         four times the operating income of the Company and its Restricted
         Subsidiaries for the most recently completed fiscal quarter (less cash
         dividends and other cash


<PAGE>
         distributions to the holders of minority interests in the Company's
         Restricted Subsidiaries), before giving effect to depreciation,
         amortization, other non-cash charges, equity in earnings (losses) of
         unconsolidated investees on a consolidated basis determined in
         accordance with GAAP and nonrecurring one-time charges plus (ii) cash
         dividends and cash distributions paid (other than extraordinary
         distributions) to the Company and its Restricted Subsidiaries during
         the most recently completed fiscal quarter and the three immediately
         preceding fiscal quarters by unconsolidated investees of the Company
         and its Restricted Subsidiaries, on a consolidated basis determined in
         accordance with GAAP minus, without duplication (iii) the amount of
         cash payments made during such fiscal quarter and the three immediately
         preceding fiscal quarters in respect of items that were originally
         reflected as non-cash charges."

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

                  ""Maturity Date" shall mean the Termination Date, unless the
         Company shall give the notice of extension contemplated by Section
         2.01(i), in which case the Maturity Date shall mean June 27, 2006."

                  (iv) Deleting the definition of the term "Quarterly Date" and
substituting therefor the following:

                  ""Quarterly Date" shall mean the last day of each March, June,
         September and December, beginning with September 30, 2003, or if any
         such date is not a Business Day, the respective Quarterly Date shall be
         the next preceding Business Day."

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

                  ""Termination Date" shall mean June 25, 2004."

                  (c) Amendment to Section 2.01(a). Section 2.01(a) is hereby
amended by:

                  (i) Deleting the text "$1,100,000,000" and substituting
therefor the text "$900,000,000".

                  (ii) Deleting the text "and Discretionary Loans and Letters of
Credit" and substituting therefore the text ", Discretionary Loans and LC
Exposure".

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

                  (e) Amendment to Section 2.01(i). Section 2.01(i) is hereby
amended by deleting the text "June 28, 2005", and substituting therefor the text
"June 27, 2006".


<PAGE>

                  (f) Amendment to Section 2.07(c). Section 2.07(c) is hereby
amended by deleting the entire clause and substituting therefor the following:

                  "Each Letter of Credit shall expire not later than the earlier
         of (i) the first anniversary of the issuance (or the most recent
         extension or renewal) of such Letter of Credit and (ii) the date that
         is five Business Days prior to the first anniversary of the Termination
         Date."

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

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

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

                  "The Company has furnished each Bank with the consolidated
         financial statements for the Company and its Subsidiaries as at and for
         its fiscal year ended December 31, 2002, accompanied by the opinion of
         Deloitte & Touche, and quarterly consolidated financial statements as
         at and for the period ended March 31, 2003."

                  (ii) Deleting "March 31, 2002" in the last sentence thereof
and substituting therefor "March 31, 2003".

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

                  (j) Amendment to Section 6.14. Section 6.14 is hereby amended
by deleting the date "June 2002", and substituting therefor the date "June
2003".

                  (k) Amendment to Exhibit 6.15. Exhibit 6.15 to the Credit
Agreement is hereby amended by deleting such Exhibit 6.15 and substituting
therefor Exhibit 6.15 hereto.

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

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

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


<PAGE>

                  (a) This 2003 Amendment and Restatement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligations enforceable in accordance with its terms.

                  (b) As of the date hereof, and after giving effect to this
2003 Amendment and Restatement, no Default or Event of Default has occurred and
is continuing and the representations and warranties contained in the Credit
Agreement, as amended and restated by this 2003 Amendment and Restatement, are
true and correct in all material respects as if made on the date hereof.

                  SECTION 3. Effectiveness. The effectiveness of this 2003
Amendment and Restatement is subject to the satisfaction on the date hereof of
the following conditions:

                  (a) the Administrative Agent shall have received executed
counterparts of this 2003 Amendment and Restatement which, when taken together,
bear the signatures of each of the parties hereto;

                  (b) the Administrative Agent shall have received on behalf of
the Banks from Counsel for the Company their opinion dated the date hereof, in
form and substance reasonably satisfactory to the Administrative Agent;

                  (c) the Administrative Agent shall have received on behalf of
the Banks an Officer's Certificate dated the date hereof, in form and substance
reasonably satisfactory to the Administrative Agent;

                  (d) the Administrative Agent shall have received all fees and
other amounts payable in connection with this Agreement on or prior to the date
hereof, including to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by the Company
hereunder; and

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

                  Following the satisfaction on the date hereof of the
conditions set forth above, the Administrative Agent shall inform the Company in
writing that this 2003 Amendment and Restatement has become effective.

                  SECTION 4. Counterparts. This 2003 Amendment and Restatement
may be signed in any number of counterparts, each of which shall constitute an
original but all of which when taken together shall constitute but one contract.
Delivery of an executed counterpart of a signature page by facsimile
transmission shall be effective as delivery of a manually executed counterpart
of this 2003 Amendment and Restatement.


<PAGE>

                  SECTION 5. APPLICABLE LAW. This 2003 Amendment and Restatement
shall be deemed to be an agreement executed by the Company, the Administrative
Agent, the Syndication Agents and the Banks under the laws of the State of New
York and of the United States and for all purposes shall be construed in
accordance with, and governed by, the laws of said State and of the United
States.

                  SECTION 6. Credit Agreement. As used in the Credit Agreement
and the Exhibits thereto, (a) the terms "Agreement", "herein", "hereinafter",
"hereunder", "hereto", and words of similar import shall mean, from and after
the date hereof, the Credit Agreement as amended and restated by this 2003
Amendment and Restatement and (b) all references to "the date of this
Agreement", "the date hereof" or like language shall be deemed to be references
to the date of this 2003 Amendment and Restatement.

                  SECTION 7. Expenses. The Company shall pay, in accordance with
the provisions of Section 13.01 of the Credit Agreement, all reasonable
out-of-pocket expenses incurred by the Administrative Agent and the Banks in
connection with the preparation, negotiation, execution, delivery and
enforcement of this 2003 Amendment and Restatement, including, but not limited
to, the reasonable fees and disbursements of Cravath, Swaine & Moore LLP, as
well as the reasonable out-of-pocket expenses incurred by the arrangers hereof.
The agreement set forth in this Section 7 shall survive the termination of this
2003 Amendment and Restatement.

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this 2003 Amendment
and Restatement to be duly executed by their duly authorized officers, all as of
the date and year first above written.

                                         COX COMMUNICATIONS, INC.,



                                         By: /s/  Susan W. Coker
                                             ----------------------------------
                                             Name:  Susan W. Coker
                                             Title: Treasurer

                                         JPMORGAN CHASE BANK, individually and
                                         as Administrative Agent,



                                         By: /s/ James L. Stone
                                             ----------------------------------
                                             Name:  James L. Stone
                                             Title: Managing Director

                                         BANK OF AMERICA, N.A.



                                         By: /s/ Richard M. Peck
                                             ----------------------------------
                                             Name:  Richard M. Peck
                                             Title: Vice President

                                         WACHOVIA BANK, NATIONAL ASSOCIATION



                                         By: /s/ Kevin P. Shea
                                             ----------------------------------
                                             Name:  Kevin P. Shea
                                             Title: Vice President


<PAGE>

                                         BANK ONE, NA



                                         By: /s/ Jennifer L. Jones
                                             ----------------------------------
                                             Name:  Jennifer L. Jones
                                             Title: Director

                                         CITIBANK, N.A.



                                         By: /s/ Maureen Maroney
                                             ----------------------------------
                                             Name:  Maureen Maroney
                                             Title: Director

                                         THE BANK OF NEW YORK



                                         By: /s/ John R. Ciulla
                                             ----------------------------------
                                             Name:  John R. Ciulla
                                             Title: Vice President

                                         BANK OF TOKYO-MITSUBISHI TRUST COMPANY



                                         By: /s/ Karen Ossolinski
                                             ----------------------------------
                                             Name:  Karen Ossolinski
                                             Title: Vice President

                                         FLEET NATIONAL BANK



                                         By: /s/ Laura Neenan
                                             ----------------------------------
                                             Name:  Laura Neenan
                                             Title: Vice President


<PAGE>

                                         LEHMAN BROTHERS BANK, FSB



                                         By: /s/ Gary T. Taylor
                                             ----------------------------------
                                             Name:  Gary T. Taylor
                                             Title: Vice President

                                         MERRILL LYNCH BANK USA



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

                                         MORGAN STANLEY BANK



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

                                         SOCIETE GENERALE



                                         By: /s/ Elaine Khalil
                                             ----------------------------------
                                             Name:  Elaine Khalil
                                             Title: Director

                                         SUNTRUST BANK



                                         By: /s/ Eric Millham
                                             ----------------------------------
                                             Name:  Eric Millham
                                             Title: Director


<PAGE>

                                         UBS AG, CAYMAN ISLANDS BRANCH



                                         By: /s/ Patricia O'Kicki
                                             ----------------------------------
                                             Name:  Patricia O'Kicki
                                             Title: Director



                                         By: /s/ Wilfred V. Saint
                                             ----------------------------------
                                             Name:  Wilfred V. Saint
                                             Title: Associate Director Banking
                                                    Products Services, US

                                         THE BANK OF NOVA SCOTIA



                                         By: /s/ Vincent J. Fitzgerald, Jr.
                                             ----------------------------------
                                             Name:  Vincent J. Fitzgerald, Jr.
                                             Title: Authorized Signatory

                                         COMMERZBANK AG, NEW YORK AND GRAND
                                         CAYMAN BRANCHES



                                         By: /s/ Harry Yergey
                                             ----------------------------------
                                             Name:  Harry Yergey
                                             Title: Senior Vice President and
                                                    Manager



                                         By: /s/ Brian Campbell
                                             ----------------------------------
                                             Name:  Brian Campbell
                                             Title: Senior Vice President


<PAGE>

                                         CREDIT SUISSE FIRST BOSTON, ACTING
                                         THROUGH ITS CAYMAN ISLANDS BRANCH



                                         By: /s/ Sovonna Day-Goins
                                             ----------------------------------
                                             Name:  Sovonna Day-Goins
                                             Title: Vice President



                                         By: /s/ Doreen B. Welch
                                             ----------------------------------
                                             Name:  Doreen B. Welch
                                             Title: Associate

                                         DRESDNER BANK AG, NEW YORK AND
                                         GRAND CAYMAN BRANCHES



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



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

                                         MIZUHO CORPORATE BANK, LTD.



                                         By: /s/ Mark Gronich
                                             ----------------------------------
                                             Name:  Mark Gronich
                                             Title: Vice President


<PAGE>

                                         SUMITOMO MITSUI BANKING CORPORATION



                                         By: /s/ Leo E. Pagarigan
                                             ----------------------------------
                                             Name:  Leo E. Pagarigan
                                             Title: Senior Vice President

                                         AUSTRALIA AND NEW ZEALAND BANKING
                                         GROUP LIMITED



                                         By: /s/ R. Scott McInnis
                                             ----------------------------------
                                             Name:  R. Scott McInnis
                                             Title: Country Head USA
                                                    Head of Structured Finance
                                                    - Americas

                                         BANK OF OKLAHOMA, N.A.



                                         By: /s/ Mark A. Fish
                                             ----------------------------------
                                             Name:  Mark A. Fish
                                             Title: Senior Vice President

                                         HIBERNIA NATIONAL BANK



                                         By: /s/ Michael R. Geissler
                                             ----------------------------------
                                             Name:  Michael R. Geissler
                                             Title: Vice President

                                         U.S. BANK NATIONAL ASSOCIATION



                                         By: /s/ Gail Scannell
                                             ----------------------------------
                                             Name:  Gail Scannell
                                             Title: Vice President