<PAGE>   1
                                                                    EXHIBIT 10.2




                           FIRST AMENDMENT TO AMENDED
                       AND RESTATED CREDIT AGREEMENT AND
                           CONSENT TO MFS ACQUISITION


         THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND
CONSENT TO MFS ACQUISITION  (the "AMENDMENT") is entered into as of December
20, 1996 (the "AMENDMENT DATE"), among WorldCom, Inc., a Georgia corporation
("BORROWER"), NationsBank of Texas, N.A., as Managing Agent and Administrative
Agent (in such capacity, "ADMINISTRATIVE AGENT"), Bank of America Illinois, The
Bank of New York, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce,
The Chase Manhattan Bank, Credit Lyonnais New York Branch, First Union National
Bank of North Carolina, The Industrial Bank of Japan, Limited, Atlanta Agency,
The First National Bank of Chicago, The Long-Term Credit Bank of Japan,
Limited, New York Branch, Toronto Dominion (Texas), Inc., and Wachovia Bank of
Georgia, N.A., as AGENTS (herein so called), and certain LENDERS (herein so
called) named on SCHEDULE 2.1 (as amended and supplemented from time to time)
of the Credit Agreement (as hereinafter defined).

                                R E C I T A L S

         A.      Borrower, Lenders, Administrative Agent, and Agents entered
into that certain Amended and Restated Credit Agreement dated as of June 28,
1996 (as amended and supplemented to date, the "CREDIT AGREEMENT"). Unless
otherwise indicated herein, all terms used with their initial letter
capitalized are used herein with their meaning as defined in the Credit
Agreement; all Section references are to Sections in the Credit Agreement; and
all Paragraph references are to Paragraphs in this Amendment.

         B.      On August 26, 1996, Borrower and MFS Communications Company,
Inc. ("MFS") announced that the two companies had executed a definitive
agreement and plan of merger, pursuant to which MFS will merge with HIJ Corp.,
a wholly-owned subsidiary of Borrower.  The surviving entity will be MFS, which
will continue as a wholly-owned subsidiary of Borrower (The transaction
described in this Recital is herein referred to as the "MFS ACQUISITION").

         C.      Borrower has advised Administrative Agent  that MFS is party
to certain existing senior note agreements which prohibit MFS and its
Subsidiaries from guaranteeing the Obligation under the Credit Agreement.
Borrower has requested that Lenders consent to the MFS Acquisition as a
Permitted Acquisition notwithstanding the inability of MFS and its Subsidiaries
to deliver guaranties upon consummation of the MFS Acquisition as required by
the Loan Papers.

         D.      Additionally, Borrower has requested that the annual
limitation on investments in the Credit Agreement be increased from $50,000,000
to $85,000,000.

         E.      Lenders are willing to amend the Credit Agreement, to permit
the increase in the annual investment limitation, to consent to the MFS
Acquisition as a Permitted Acquisition, as requested, and to make certain other
clarifying changes, but only upon the conditions, among others, that Borrower,
Administrative Agent, and each Lender shall have executed and delivered this
Amendment and shall have agreed to the terms and conditions of this Amendment,
including, without limitation, provisions which: (i) provide for a category of
Unrestricted Subsidiaries consisting of MFS and its Subsidiaries until such
time

                                                                FIRST AMENDMENT
<PAGE>   2
as such companies are designated by Borrower as "Restricted Subsidiaries" and
such companies execute and deliver Guaranties in accordance with the terms of
the Credit Agreement (as herein amended); (ii) include the Unrestricted
Subsidiaries in the application of certain representations, covenants, and
default provisions under the Loan Papers; (iii) restrict use of the loan
proceeds by Unrestricted Subsidiaries; and  (iv) restrict inter-company
transactions (e.g., investments, mergers, acquisitions, asset transfers,
dividends, and non-arm's length affiliate transactions) between the
Unrestricted Subsidiaries and Borrower and its other Subsidiaries.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower, Administrative Agent, and Lenders hereby agree, as
follows:

PARAGRAPH 1.  AMENDMENTS TO CREDIT AGREEMENT.  The Credit Agreement is amended
and modified, as follows:

      1.1     AMENDED DEFINITIONS.  The following definitions in SECTION 1.1
              are amended:

                 (a)      The definition of "Companies" is amended in its
                 entirety, as follows:

                                  "COMPANIES  means, at any time of
                          determination thereof, Borrower and each of its
                          Subsidiaries, other than the Unrestricted
                          Subsidiaries."

                 (b)      The definition of "Current Financials" is amended by
                 modifying CLAUSE (B) of such definition to read, as follows:

                          "(b) the Financial Statements (calculated for the
                          Companies on a consolidated basis) required to be
                          delivered under SECTIONS 7.3(A) or 7.3(B), as the
                          case may be."

                 (c)      The definition of "Material Adverse Event" is amended
                 (i) by restyling the existing CLAUSE (C) as CLAUSE (D);  (ii)
                 by deleting the word "or" after CLAUSE (B), and (iii) by
                 adding the following new CLAUSE (C) after CLAUSE (B):

                          "(c)  material and adverse effect on the business,
                          properties, condition (financial or otherwise) or
                          results of operations of the Consolidated Companies,
                          in each case considered as a whole, or".

                 (d)      The definition of "Operating Cash Flow" is amended by
                 modifying the proviso at the end of the first sentence thereof
                 and the second, third, and fourth sentences of such definition
                 to read, as follows:

                          "provided that, in calculating Operating Cash Flow of
                          the Companies, no more than 7.5% of Operating Cash
                          Flow may be comprised of Operating Cash Flow of
                          Foreign Restricted Subsidiaries and Companies which
                          are not Restricted Subsidiaries. Only for the purpose
                          of the calculation of the Leverage Ratio with respect
                          to the Companies, Operating Cash Flow of the
                          Companies shall be calculated after giving effect to
                          Acquisitions (other than the MFS Acquisition) and
                          divestitures of Companies permitted by the Loan
                          Papers during such period as if such transactions had
                          occurred on the





                                                                 FIRST AMENDMENT

                                      2
<PAGE>   3
                          first day of such period, regardless whether the
                          effect is positive or negative; provided that,
                          Operating Cash Flow of the Companies shall only be
                          adjusted to give effect to the MFS Acquisition on the
                          first day of the calculation period in which the
                          Unrestricted Subsidiaries are redesignated as
                          Restricted Companies (or Inactive Subsidiaries, as
                          the case may be) in accordance with SECTION 7.27. In
                          the case of any Permitted Acquisition (other than the
                          MFS Acquisition) during any period of calculation,
                          Operating Cash Flow of the Companies shall, for the
                          purposes of the foregoing calculations, be adjusted
                          to give effect to such Permitted Acquisition (other
                          than the MFS Acquisition), as if such Permitted
                          Acquisition occurred on the first day of such period,
                          by increasing, if positive, or decreasing, if
                          negative, the Operating Cash Flow of the Companies by
                          the Operating Cash Flow of such newly-acquired
                          business during such period of calculation occurring
                          prior to the date of such Permitted Acquisition;
                          provided that, Operating Cash Flow of the Companies
                          shall only be adjusted to give effect to the MFS
                          Acquisition on the first day of the calculation
                          period in which the Unrestricted Subsidiaries are
                          redesignated as Restricted Companies (or Inactive
                          Subsidiaries, as the case may be) in accordance with
                          SECTION 7.27. In the case of any Company being sold,
                          transferred, or otherwise disposed of by any Company
                          as permitted under the Loan Papers (a "PERMITTED
                          DISPOSITION") during any period of calculation,
                          Operating Cash Flow shall, for the purposes of the
                          foregoing calculations be adjusted to give effect to
                          such Permitted Disposition, as if such Permitted
                          Disposition occurred on the  first day of such
                          period, by decreasing, if positive, or increasing, if
                          negative, the Operating Cash Flow of the Companies by
                          the Operating Cash Flow of such Companies during such
                          period prior to the date of the Permitted
                          Disposition."

                 (e)      The definition of "Restricted Companies" is amended
                 in its entirety, as follows:

                                  "RESTRICTED COMPANIES, at any time of
                          determination thereof, shall mean Borrower and each
                          of its Subsidiaries (other than Inactive
                          Subsidiaries, the Receivables Subsidiary, and the
                          Unrestricted Subsidiaries) of which more than 80% (by
                          number of votes) of the Voting Stock is beneficially
                          owned, directly or indirectly, by Borrower or any
                          Restricted Subsidiary."

                 (f)      Each of the definitions of the following terms in
                 SECTION 1.1 shall be modified, by inserting the
                 phrase "calculated for the Companies on a
                 consolidated basis" after each reference to
                 "Financial Statements" in such definitions:

                          o       "Annualized Operating Cash Flow"
                          o       "Applicable Margin"
                          o       "Competitive Bid Availability"
                          o       "Leverage Ratio"
                          o       "Operating Cash Flow"





                                                                 FIRST AMENDMENT

                                      3
<PAGE>   4
                 1.2      NEW DEFINITIONS.  The following definitions are added
to SECTION 1.1 and shall be alphabetically inserted into such Section:

                 (a)      The definition of "Consolidated Companies" is added,
                 as follows:

                                  "CONSOLIDATED COMPANIES means, at any date of
                          determination thereof, Borrower and each of its
                          Subsidiaries (including the Unrestricted
                          Subsidiaries)."

                 (b)      The definition of "First Amendment Effective Date" is
                 added, as follows:

                                  "FIRST AMENDMENT EFFECTIVE DATE" means the
                          "Amendment Effective Date" as described in Paragraph
                          3 of the First Amendment to Amended and Restated
                          Credit Agreement and Consent to MFS Acquisition dated
                          as of December 20, 1996."

                 (c)      The definition of "MFS Acquisition" is added, as
                 follows:

                                  "MFS ACQUISITION means the Acquisition
                          consummated pursuant to the MFS Merger Agreement."

                 (d)      The definition of "MFS Merger Agreement" is added as
                 follows:

                                  "MFS MERGER AGREEMENT" means the Amended and
                          Restated Agreement and Plan of Merger dated as of
                          August 25, 1996, by and among Borrower, HIJ Corp. (a
                          wholly-owned Subsidiary of Borrower), and MFS
                          Communications Company, Inc., pursuant to which HIJ
                          Corp.  merges with and into MFS Communications
                          Company, Inc. (as the same may have been amended,
                          modified, or supplemented prior to the First
                          Amendment Effective Date or as the same may
                          thereafter be amended, modified, or supplemented as
                          permitted by the Loan Papers)."

                 (e)      The definition of "MFS Note Agreements" is added, as
                 follows:

                                  "MFS NOTE AGREEMENTS" means collectively or
                          individually (i) the Indenture dated as of January
                          15, 1994, between MFS Communications Company, Inc.
                          ("MFS") and IBJ Schroder Bank & Trust Company, as
                          Trustee, pursuant to which the 9-3/8% Senior Discount
                          Notes of MFS were issued, as supplemented by the
                          First Supplemental Indenture dated as of March 31,
                          1995 (as the same may be further supplemented,
                          amended, and modified subject to the provisions of
                          SECTION 7.25 on and after the date upon which the
                          Unrestricted Subsidiaries are redesignated as
                          Restricted Subsidiaries or Inactive





                                                                FIRST AMENDMENT

                                      4
<PAGE>   5
                          Subsidiaries) and (ii) the Indenture dated as of
                          January 15, 1996, between MFS and IBJ Schroder Bank &
                          Trust Company, as Trustee, as supplemented by the
                          First Supplemental Indenture dated as of January 15,
                          1996, pursuant to which the 8-7/8% Senior Discount
                          Notes of MFS were issued (as the same may be further
                          supplemented, amended, and modified subject to the
                          provisions of SECTION 7.25 on and after the date upon
                          which the Unrestricted Subsidiaries are redesignated
                          as Restricted Subsidiaries)."

                 (f)      The definition of "Unrestricted Subsidiaries" is
                 added, as follows:

                                  "UNRESTRICTED SUBSIDIARY, at any time of
                          determination thereof, shall mean each of MFS
                          Communications Company, Inc. and its Subsidiaries,
                          until such time as any such Unrestricted Subsidiary
                          is redesignated by Borrower as a "Restricted
                          Subsidiary" or an "Inactive Subsidiary" in accordance
                          with the redesignation requirements set forth in
                          SECTION 7.27.  UNRESTRICTED SUBSIDIARIES, at any time
                          of determination, shall mean collectively all
                          Unrestricted Subsidiaries."

         1.3     PROVISIONS APPLICABLE TO CONSOLIDATED COMPANIES. In order to
reflect that certain provisions of the Loan Papers are applicable to the
Consolidated Companies, the following provisions are amended by replacing (a)
each reference to "Company" or "Restricted Company" therein with "Consolidated
Company," and (b) each reference to "Companies" or "Restricted Companies"
therein with "Consolidated Companies":

                       o    The last sentence of SECTION 2.2(D)
                       o    SECTION 2.2(G)
                       o    SECTION 5.3
                       o    CLAUSE (III) of the third sentence in SECTION 6.2
                       o    CLAUSE (II) of the second sentence of SECTION 6.4
                       o    SECTION 6.8
                       o    SECTION 6.9
                       o    SECTION 6.16
                       o    SECTION 6.21
                       o    SECTION 6.22
                       o    SECTION 6.23
                       o    SECTION 7.2
                       o    SECTION 7.3(D), (F), and (H)
                       o    SECTION 7.4
                       o    SECTION 7.5
                       o    SECTION 7.7
                       o    SECTION 7.8
                       o    SECTION 7.9
                       o    SECTION 7.11
                       o    SECTION 7.15



                         
                            
                                                                 FIRST AMENDMENT
                                      5

<PAGE>   6
                                                                               
                                                                               
                        o   SECTION 7.19                                 
                        o   SECTION 8.2                                  
                        o   SECTION 8.3                                  
                        o   SECTION 8.5                                  
                        o   SECTION 8.6                                  
                        o   SECTION 8.11                                 
                        o   SECTION 9.3                                  
                        o   SECTION 9.5                                  
                        o   SECTION 9.11                                 
                        o   CLAUSES (A) AND (B) of the first sentence of
                            SECTION 9.13


          1.4     AMENDMENT TO ASSET SALE PREPAYMENT AND NEGATIVE PLEDGE
PROVISIONS.  The following clarifying changes are made in SECTION 3 of the
Credit Agreement.

                 (a)      SECTION 3.2(F) is amended by (i) deleting the
                 reference to "Total Debt" in the third sentence thereof, and
                 (ii) substituting therefor the phrase "aggregate pari passu
                 Debt".

                 (b)      SECTION 3.20 is amended by (i) restyling clauses
                 "(a)" and "(b)" to "(b)" and "(c)" respectively and (ii)
                 inserting a new clause "(a)" to read as follows:

                          "(a) the Companies hereby grant to Lenders an equal
                          and ratable Lien in and to the Property so
                          encumbered,".

         1.5     AMENDMENTS TO REPRESENTATIONS AND WARRANTIES.   In addition to
the amendments set forth in PARAGRAPH 1.3 hereof, certain other representations
and warranties in SECTION 6 are hereby amended, as follows:

                 (a)      SECTION 6.3 is amended by adding the following
                 sentence after the first sentence of such Section:

                          "Each Unrestricted Subsidiary and Inactive Subsidiary
                          is identified as such on SCHEDULE 6.3(A)."

                 (b)      SECTION 6.6 is amended by (i) replacing each
                 reference to "Companies" with the phrase "Companies or
                 Consolidated Companies (as the case may be )" and (ii)
                 replacing each reference to "Company" with the phrase "Company
                 or Consolidated Company (as the case may be)."

                 (c)      SECTION 6.13 is amended by (i) substituting the term
                 "Consolidated Company" for each reference to "Company"
                 therein, and (ii) deleting the parenthetical "(excluding other
                 Companies)" in the third and fourth lines of such Section and
                 substituting the following phrase therefor:

                          "(excluding transactions between or among Restricted
                             Companies)".

         1.6     AMENDMENTS TO COVENANTS.  In addition to the amendments set
forth in PARAGRAPH 1.3 hereof, certain other covenants in SECTION 7 are hereby
amended, as follows:


                                                                 FIRST AMENDMENT

                                      6

<PAGE>   7
                 (a)      The introductory paragraph of  SECTION 7 is hereby
                 amended by (i) deleting the initial phrase "Borrower covenants
                 and agrees that" and (ii) substituting the following phrase
                 therefor:

                          "Borrower (and each Restricted Company by executing a
                          Guaranty) covenants and agrees (and agrees to cause
                          each other Consolidated Company to the extent any
                          covenant is applicable to such Consolidated Company)
                          to perform, observe, and comply with each of the
                          following covenants,".

                 (b)       SECTION 7.3(A) is amended by (i) modifying the
                 introductory paragraph thereof to read as follows:

                          "(a)    Promptly after preparation, and no later than
                          90 days after the last day of each fiscal year of
                          Borrower, Financial Statements showing the
                          consolidated financial condition and results of
                          operations calculated for the Consolidated Companies
                          (and calculated separately for the Companies on a
                          consolidated basis for so long as Borrower has any
                          Unrestricted Subsidiaries) as of, and for the year
                          ended on, such day, accompanied by:"

                 and (ii)  modifying CLAUSE (I) by inserting the parenthetical
                 phrase "(calculated with respect to the Consolidated
                 Companies)" after the term "Financial Statements" in the third
                 line thereof and by substituting the term "Consolidated
                 Companies" for the word "Companies" in the last line thereof.

                 (c)      SECTION 7.3(B) is amended to read as follows:

                          "(b)    Promptly after preparation, and no later than
                          45 days after the last day of each fiscal quarter of
                          Borrower (other than the fourth fiscal quarter of
                          each fiscal year), Financial Statements showing the
                          consolidated financial condition and results of
                          operations calculated for the Consolidated Companies
                          (and calculated separately for the Companies on a
                          consolidated basis for so long as Borrower has any
                          Unrestricted Subsidiaries) for such fiscal quarter
                          and for the period from the beginning of the
                          then-current fiscal year to, such last day,
                          accompanied by a Compliance Certificate with respect
                          to such Financial Statements."

                 (d)      The proviso in SECTION 7.3(E) is amended by (i)
                 deleting the "and" between references to "6.11" and "6.13"
                 therein and (ii) adding references to additional Schedules by
                 inserting the following phrase after the reference to "6.13"
                 in such proviso:

                          "7.12, 7.13, and 7.21,".

                 (e)      SECTION 7.3(G) is amended by adding the phrase "or
                 any Consolidated Company" after the word "Borrower" therein.

                 (f)      SECTION 7.12 is amended (i) by deleting the
                 parenthetical at the end of CLAUSE (F) of SECTION 7.12(I)(7),
                 which reads "(but expressly excluding obligations under
                 operating leases unless, and only to the extent permitted by
                 ITEM (1) under SECTION 7.12(I))" in order


                                                                 FIRST AMENDMENT
                                      7
<PAGE>   8
                 to make such provision consistent with the provisions of
                 SECTION 7.12(I)(1), and (ii) by adding the following CLAUSE
                 (J) at the end of such Section:

                          "(j)    Debt of any Restricted Company to any
                          Consolidated Company (other than a Restricted
                          Company) so long as (i) such Debt is subordinate in
                          right of payment to the Obligation upon terms
                          satisfactory to Administrative Agent and its counsel
                          and (ii) such Debt is incurred and maintained in
                          compliance with SECTIONS 7.12(E) and 7.14 (it being
                          understood that such subordinated Debt shall be
                          included in Debt for purposes of the calculations and
                          determinations made in accordance with SECTION
                          7.12(E))."

                 (g)      SECTION 7.14 is hereby amended by (i) substituting
                 the term "Consolidated Company" for each reference to
                 "Company" in such Section and (ii) deleting the parenthetical
                 clause which reads "(excluding other Restricted Companies
                 except Foreign Restricted Subsidiaries)" and substituting
                 therefor the following clause:

                          "(excluding transactions among or between Restricted
                          Subsidiaries, other than Foreign Restricted
                          Subsidiaries)".

                 (h)      SECTION 7.16 is amended by substituting a semi-colon
                 (;) for the period (.) at the end thereof and adding the
                 following proviso after the semi-colon:

                          "provided that, notwithstanding the foregoing, in
                          connection with the MFS Acquisition, Borrower shall
                          only be required to deliver those items specified in
                          the separate consent of Determining Lenders to such
                          Acquisition at the times specified for delivery in
                          such consent, and the Unrestricted Subsidiaries
                          acquired in the MFS Acquisition shall not be required
                          to execute and deliver a Guaranty until such time as
                          they are designated as Restricted Subsidiaries
                          pursuant to, and in accordance with the procedures
                          specified in, SECTION 7.27."

                 (i)      SECTION 7.21 is amended by (i) deleting the phrase
                 "by Restricted Companies" from CLAUSE (G) thereof; and (ii)
                 amending CLAUSE (K) by substituting "$85,000,000" for the
                 reference to "$50,000,000" therein.

                 (j)      SECTION 7.22 is amended by (i) substituting the term
                 "Consolidated Company" for each reference to the word
                 "Company" therein, (ii) modifying CLAUSE (B) thereof to read
                 as follows:

                          "(b)  Distributions by any Consolidated Company to
                          Borrower or any other Restricted Company or
                          Distributions between Unrestricted Subsidiaries; or";

                 and (iii) adding the following proviso at the end of the first
                 sentence thereof:

                          "; provided that, any Distribution permitted
                          hereunder is permitted only to the extent such
                          Distribution is made in accordance with applicable
                          Law and constitutes a valid, non-voidable
                          transaction."


                    
                                                                 FIRST AMENDMENT

                                      8
<PAGE>   9

                 (k)      SECTION 7.23 is amended by (i) substituting the term
                 "Consolidated Company" for the word "Company" in the initial
                 sentence thereof, and (ii) modifying CLAUSE (E) thereof to
                 read as follows:

                          "(e) sales, leases, or other dispositions from a
                          Consolidated Company to a Restricted Company or
                          between Unrestricted Subsidiaries;".

                 (l)      SECTION 7.25 is amended by inserting the phrase, 
                 "MFS Merger Agreement," after the reference to "Note
                 Agreements" therein.

                 (m)      SECTION 7.26 is amended by (i) substituting the term
                 "Consolidated Company" for the reference to "Company" in the
                 first line thereof, and (ii) deleting the "or" before CLAUSE
                 (D) in the first sentence thereof, substituting a comma (,)
                 for the period at the end of the first sentence, and adding
                 the following CLAUSE (E):

                          "and (e) mergers among Unrestricted Subsidiaries."

                 (n)      SECTION 7.27 is amended by (i) changing its heading
                 to read "Inactive Subsidiaries; Unrestricted Subsidiaries."
                 and (ii) adding the following provisions at the end thereof:

                          "Borrower may from time to time change the
                          designation of an Unrestricted Subsidiary to a
                          Restricted Company, so long as (a) immediately prior
                          to such designation and after giving effect thereto,
                          no Default or Potential Default exists and (b)
                          concurrently with such designation, (i) the
                          requirements of SECTION 5.2 and SECTION 7.16 are or
                          have been satisfied and all items required to be
                          delivered thereunder have been so delivered, (ii)
                          Borrower delivers to Administrative Agent (with
                          sufficient copies for Lenders) a revised SCHEDULE
                          6.3(A) reflecting the redesignation, together with a
                          written statement executed by a Responsible Officer
                          of Borrower representing and warranting, on behalf of
                          Borrower, that the conditions set forth in the
                          immediately preceding CLAUSES (A) and (B) have been
                          satisfied and that the statements in such clauses are
                          true and correct as to the newly-designated
                          Restricted Company, and (iii) Borrower delivers to
                          Administrative Agent (with sufficient copies for
                          Lenders) five year income and balance sheet
                          projections in respect of the Companies after giving
                          effect to the redesignation of the Unrestricted
                          Subsidiaries as Restricted Companies."

         1.7     AMENDMENTS TO DEFAULT PROVISIONS.  In addition to the
         amendments specified in PARAGRAPH 1.3 above, certain other Default
         provisions are hereby modified, as follows:

                 (a)      SECTION 8.7 is amended by changing the term
                 "Borrower" to "Any Consolidated Company".

                 (b)      SECTION 8.17 is amended by inserting the phrase, 
                 "any MFS Note Agreement," after each reference to "Note
                 Agreement" therein.

                    
                                                                 FIRST AMENDMENT

                                      9

<PAGE>   10
PARAGRAPH 2.  CONSENT TO MFS ACQUISITION.  Notwithstanding anything to the
contrary in the Loan Papers and upon satisfaction of the following terms and
conditions, Lenders consent to the MFS Acquisition; whereupon the MFS
Acquisition shall be deemed a "Permitted Acquisition" for all purposes under
the Loan Papers:

         2.1     CONSENT OF BOARDS OF DIRECTORS. As of the closing of the MFS
         Acquisition, the MFS Acquisition has been approved and recommended by
         the board of directors of MFS Communications Company, Inc., Borrower,
         and HIJ Corp.

         2.2     SOLVENCY.   Prior to and immediately after giving effect to
         the MFS Acquisition, MFS and its Subsidiaries  must be Solvent on a
         consolidated basis and the Companies and Consolidated Companies must
         be Solvent, on a consolidated basis.

         2.3     NO DEFAULT.  As of the closing of the MFS Acquisition, no
         Default or Potential Default shall exist or occur as a result of, and
         after giving effect to, such Acquisition.

         2.4     NO LITIGATION.  As of the closing of the MFS Acquisition,
         there is no Litigation pending or threatened against the Consolidated
         Companies arising out of the transactions contemplated by the MFS
         Acquisition or seeking to enjoin the MFS Acquisition that would
         constitute a Material Adverse Event if determined adversely to the
         Consolidated Companies.

         2.5     CONDITIONS PRECEDENT.   Prior to consummation of the MFS
         Acquisition, Administrative Agent shall have received each of the
         following items which must be satisfactory to Administrative Agent and
         its counsel in their reasonable determination:

                 (a)      FIRST AMENDMENT.  This First Amendment [together with
                 all Schedules thereto] executed by Borrower, each Guarantor,
                 Administrative Agent, and each Lender.

                 (b)      SCHEDULES.  Supplements or revisions of SCHEDULES
                 6.2(A), 6.2(B), and 6.3(A) and such other Schedule-revisions
                 or supplements which are required to make the representations
                 in the Loan Papers accurate and complete after giving effect
                 to the MFS Acquisition.

                 (c)      PERMITTED ACQUISITION COMPLIANCE CERTIFICATE.  A
                 compliance certificate in the form of EXHIBIT E-2 completed
                 without material exceptions and executed by a Responsible
                 Officer of Borrower with respect to the MFS Acquisition.

                 (d)      FCC COUNSEL OPINION.  An opinion of FCC counsel for
                 Borrower, addressed to Administrative Agent, Agents, and
                 Lenders, and given upon the express instructions of Borrower,
                 confirming that all authorizations for the change of control
                 of MFS effected as a consequence of the MFS Acquisition have
                 been obtained.

                 (e)      OPINION LETTERS. Opinion letters delivered pursuant
                 to the MFS Acquisition rendered by counsel to Borrower and
                 MFS, which permit Lenders to rely on such opinions.

                 (f)      INSURANCE.  With respect to MFS and its Subsidiaries,
                 certificates of insurance for each policy of insurance
                 maintained by such company and evidence that such policies are
                 in full force and effect.







                                                                 FIRST AMENDMENT

                                      10


<PAGE>   11
                 (g)      MERGER TRANSACTION.  (i) A fully-executed copy of the
                 MFS Merger Agreement, together with all amendments, schedules
                 and exhibits thereto, certified as true, correct, and complete
                 by a Responsible Officer of Borrower, such certification also
                 including that there have been no modifications, amendments,
                 or waivers of the MFS Merger Agreement since the Amendment
                 Date except as agreed to by Determining Lenders or as
                 otherwise permitted pursuant to SECTION 7.25, (ii) evidence
                 satisfactory to Administrative Agent and its counsel that the
                 MFS Acquisition has been consummated in accordance with the
                 terms of the agreements described in clause (i) preceding, and
                 that all material conditions stated therein have been
                 satisfied without waiver (except that certain conditions may
                 be waived by Borrower and MFS if either (x) consented to by
                 Administrative Agent in the case of waivers which are not
                 materially disadvantageous to Lenders or (y) consented to by
                 Determining Lenders in all other cases); and (iii) evidence of
                 filing with the appropriate Tribunal of the Certificate of
                 Merger of Borrower and MFS.

                 (h)      DEBT REPAYMENT AND RELATED LIEN RELEASES.  Evidence
                 reasonably satisfactory to Administrative Agent and its
                 counsel that (a) MFS and its Subsidiaries shall have paid in
                 full (including principal, interest and fees) the outstanding
                 existing Debt under (i) the Credit Agreement dated as of April
                 14, 1995, among MFS Communications Company, Inc., Chemical
                 Bank as Administrative Agent, Bankers Trust Company as
                 Documentation Agent, and the Lenders named therein and (ii)
                 the Credit Agreement dated as of April 14, 1995, among MFS
                 Telecom, Inc., Chemical Bank, as Administrative Agent, Bankers
                 Trust Company as Documentation Agent, and the Lenders named
                 therein, and shall have canceled all commitments thereunder
                 and (b) MFS and its Subsidiaries shall have obtained releases
                 of all Liens securing such Debt.

                 (i)      AUTHORIZATIONS.  Evidence satisfactory to
                 Administrative Agent and its counsel that the Companies shall
                 have made all filings and registrations and shall have
                 obtained all Authorizations which are or may be required as
                 prerequisites to the validity, enforceability, and
                 non-voidability of the MFS Acquisition and the transactions
                 contemplated thereby.

                 (j)      PREFERRED STOCK DOCUMENTS.  Copies of all documents
                 related to the issuance of preferred stock issued by Borrower,
                 accompanied by a certificate executed by a Responsible Officer
                 of Borrower stating that such copies are true and correct.

                 (k)      TAX SHARING AGREEMENTS.  Copies of all tax sharing
                 agreements entered into between Borrower and MFS or between
                 Borrower and any of MFS's Subsidiaries.

                 (l)      OTHER DOCUMENTS.  Such other agreements, documents,
                 instruments, opinions, certificates, and evidences as
                 Administrative Agent may reasonably request.

PARAGRAPH 3.  AMENDMENT EFFECTIVE DATE.  This Amendment shall be binding upon
all parties to the Loan Papers on the last day upon which counterparts of this
Amendment shall have been executed and delivered to Administrative Agent by
Borrower, each Guarantor, Administrative Agent, and each Lender or when
Administrative Agent shall have received telecopied, telexed, or other evidence
satisfactory to it that all such parties have executed and are delivering to
Administrative Agent counterparts thereof; whereupon, this Amendment shall be
deemed effective as of November 13, 1996 (the "AMENDMENT EFFECTIVE DATE").





                                                                 FIRST AMENDMENT

                                      11
<PAGE>   12
PARAGRAPH 4.  REPRESENTATIONS AND WARRANTIES. As a material inducement to
Lenders to execute and deliver this Amendment, Borrower hereby represents and
warrants to Lenders (with the knowledge and intent that Lenders are relying
upon the same in entering into this Amendment) the following:  (a) the
representations and warranties in the Credit Agreement and in all other Loan
Papers are true and correct on the date hereof in all material respects, as
though made on the date hereof and (b) except for matters being waived in this
Amendment, no Default or Potential Default exists under the Loan Papers.

PARAGRAPH 5.  MISCELLANEOUS.

         5.1     EFFECT ON LOAN PAPERS.  The Credit Agreement and all related
         Loan Papers shall remain unchanged and in full force and effect,
         except as provided in this Amendment, and are hereby ratified and
         confirmed.  On and after the Amendment Effective Date, all references
         to the "Credit Agreement" shall be to the Credit Agreement as herein
         amended.  The execution, delivery, and effectiveness of this Amendment
         shall not, except as expressly provided herein, operate as a waiver of
         any Rights of the Lenders under the Credit Agreement or any Loan
         Papers, nor constitute a waiver under the Credit Agreement or any
         other provision of the Loan Papers.

         5.2     REFERENCE TO MISCELLANEOUS PROVISIONS.  This Amendment and the
         other documents delivered pursuant to this Amendment are part of the
         Loan Papers referred to in the Credit Agreement, and the provisions
         relating to Loan Papers set forth in SECTION 11 are incorporated
         herein by reference the same as if set forth herein verbatim.

         5.3     COSTS AND EXPENSES.  Borrower agrees to pay promptly the
         reasonable fees and expenses of counsel to Administrative Agent for
         services rendered in connection with the preparation, negotiation,
         reproduction, execution, and delivery of this Amendment.

         5.4     COUNTERPARTS.  This Amendment may be executed in a number of
         identical counterparts, each of which shall be deemed an original for
         all purposes, and all of which constitute, collectively, one
         agreement; but, in making proof of this Amendment, it shall not be
         necessary to produce or account for more than one such counterpart.
         It is not necessary that all parties execute the same counterpart so
         long as identical counterparts are executed by Borrower, each Company
         named as a signatory in the Guarantor Acknowledgment attached hereto
         (collectively, "GUARANTORS"), each Lender, each Agent, and
         Administrative Agent.

         5.5     THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG
         THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
         CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES.  THERE
         ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

         

                    REMAINDER OF PAGE INTENTIONALLY BLANK
                             SIGNATURE PAGE FOLLOWS





                                                                 FIRST AMENDMENT

                                      12

<PAGE>   13
         IN WITNESS WHEREOF, the parties hereto have executed this Amendment in
multiple counterparts as of the respective dates indicated on each signature
page hereof, but effective as of the  Amendment Effective Date.




                                   WORLDCOM, INC.,                             
                                   as Borrower                                 
Date Executed:                                                                 
                                   By   /s/ Scott D. Sullivan                  
-------------                        ------------------------------------------
                                   (Name)   Scott D. Sullivan                  
                                         --------------------------------------
                                   (Title)  Chief Financial Officer            
                                         --------------------------------------

                                   NATIONSBANK OF TEXAS, N.A.,                 
                                   as Administrative Agent and a Lender        
Date Executed:                                                                 
                                   By                                          
--------------                        -----------------------------------------
                                   (Name)   Greg Meador                        
                                          -------------------------------------
                                   (Title)  Vice President                     
                                          -------------------------------------
                                                                       




                                                                 FIRST AMENDMENT
<PAGE>   14
         Signature Page to that certain First Amendment to Amended and Restated
Credit Agreement and Consent to MFS Acquisition dated as of December 20, 1996,
amending that certain Amended and Restated Credit Agreement dated as of June
28, 1996, among WorldCom, Inc., as Borrower, NationsBank of Texas, N.A., as
Administrative Agent, Bank of America Illinois, The Bank of New York, The Bank
of Nova Scotia, Canadian Imperial Bank of Commerce, Chemical Bank, Credit
Lyonnais Cayman New York Branch, First Union National Bank of North Carolina,
The Industrial Bank of Japan, Limited, Atlanta Agency, The First National Bank
of Chicago, The Long-Term Credit Bank of Japan, Limited, New York Branch,
Toronto Dominion (Texas), Inc., and Wachovia Bank of Georgia, N.A., as Agents,
and certain Lenders named therein, including the undersigned.


                                   NAME OF LENDER:                             
                                                  -----------------------------
                                                                               
                                   --------------------------------------------
Date Executed:                                                                 
                                                                               
                                                                               
------------                       By                                          
                                      -----------------------------------------
                                                                               
                                   (Name)                                      
                                         --------------------------------------
                                   (Title)                                     
                                           ------------------------------------
                                                                               



                                                                 FIRST AMENDMENT
<PAGE>   15
         Signature Page to that certain First Amendment to Amended and Restated
Credit Agreement and Consent to MFS Acquisition dated as of December 20, 1996,
amending that certain Amended and Restated Credit Agreement dated as of June
28, 1996, among WorldCom, Inc., as Borrower, Bank of America Illinois, The Bank
of New York, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce,
Chemical Bank, Credit Lyonnais Cayman New York Branch, First Union National
Bank of North Carolina, The Industrial Bank of Japan, Limited, Atlanta Agency,
The First National Bank of Chicago, The Long-Term Credit Bank of Japan,
Limited, New York Branch, Toronto Dominion (Texas), Inc., and Wachovia Bank of
Georgia, N.A., as Agents, and certain other Lenders named therein, including
the undersigned.




                                   NAME OF LENDER:                            
                                                  ------------------------------

                                   ---------------------------------------------
Date Executed: 
               
               
------------                       By   
                                     -------------------------------------------
                                        
                                   (Name) 
                                         ---------------------------------------
                                   (Title)
                                           -------------------------------------

 
                                   By   
                                     -------------------------------------------
                                        
                                   (Name) 
                                         ---------------------------------------
                                   (Title)
                                           -------------------------------------



                                                                 FIRST AMENDMENT
<PAGE>   16
                            GUARANTOR ACKNOWLEDGMENT

         As an inducement to Administrative Agent, and Lenders to execute and
deliver this First Amendment to Amended and Restated Credit Agreement and
Consent to MFS Acquisition dated as of December 20, 1996, amending that certain
Amended and Restated Credit Agreement dated as of June 28, 1996, among
WorldCom, Inc., as Borrower, NationsBank of Texas, N.A., as Managing Agent and
Administrative Agent, Bank of America Illinois, The Bank of New York, The Bank
of Nova Scotia, Canadian Imperial Bank of Commerce, Chemical Bank, Credit
Lyonnais Cayman New York Branch, First Union National Bank of North Carolina,
The Industrial Bank of Japan, Limited, Atlanta Agency, The First National Bank
of Chicago, The Long-Term Credit Bank of Japan, Limited, New York Branch,
Toronto Dominion (Texas), Inc., and Wachovia Bank of Georgia, N.A., as Agents,
and certain other Lenders named therein (the "AMENDMENT"), the undersigned
hereby consent to the foregoing, and agree that the execution and delivery of
the Amendment shall in no way release, diminish, impair, reduce, or otherwise
affect the respective obligations and liabilities of each of the undersigned
under its Guaranty or Amended and Restated Guaranty (whichever is applicable, a
"GUARANTY") dated June 28, 1996 (or, in the case of each Subsidiary acquired
after June 28, 1996, as set forth in such Guaranty), executed by the
undersigned, in favor of Administrative Agent, Agents, Co-Agents, and Lenders,
which Guaranty shall continue in full force and effect. This consent and
agreement shall be binding upon the undersigned, and the successors and assigns
of each, and shall inure to the benefit of Administrative Agent, and Lenders,
and their respective successors and assigns.

         EXECUTED the 20th day of December, 1996, but effective as of the
Amendment Effective Date, with the knowledge and intent that Lenders relied or
shall rely on same in entering into the Amendment.

                                  Biz-Tel Corporation
                                  Com Systems, Inc.
                                  Digital Communications of America, Inc.
                                  Healan Communications, Inc.
                                  IDB WorldCom, Inc.
                                  IDB WorldCom Services, Inc.
                                  IDB Media Group, Inc.
                                  International Computer Systems, Inc.
                                  ITC Tele-Services, Inc.
                                  LDDS Corporation
                                  Military Communications Center, Inc.
                                  Touch 1 Long Distance, Inc.
                                  Transcall America, Inc.
                                  Virginia WorldCom, Inc.
                                  WorldCom Federal Systems, Inc.
                                  WorldCom Network Services, Inc.
                                  WorldCom Caribbean, Inc.
                                  WorldCom International, Inc.
                                  Choice Communications, Inc.
                                  TTI National, Inc.


                                  By   /s/ Scott D. Sullivan         
                                    ------------------------------   
                                  (Name)   Scott D. Sullivan         
                                        --------------------------   
                                  (Title)  Chief Financial Officer   
                                         -------------------------   
                                                                     



                                                                 FIRST AMENDMENT