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                                                                    EXHIBIT 10.4


                           CONSENT AND AMENDMENT NO. 8

         CONSENT AND AMENDMENT NO. 8, dated as of July 8, 1999 (this
"Agreement"), by and among WORLDPORT INTERNATIONAL, INC., a Delaware corporation
(the "Company"), WORLDPORT COMMUNICATIONS, INC., a Delaware corporation (the
"Parent"), the Lenders (as defined in the Credit Agreement) which are a party
hereto and BANKERS TRUST COMPANY, as Administrative Agent (in such capacity, the
"Administrative Agent") and Collateral Agent (in such capacity, the "Collateral
Agent") and as joint creditor with the other Lenders under the Credit Agreement,
as defined below.

                              W I T N E S S E T H:

         WHEREAS, the Company and the Parent are parties to a Credit Agreement
dated as of June 23, 1998 (as amended, modified, supplemented and as in effect,
the "Credit Agreement") with the Lenders, the Administrative Agent and the
Collateral Agent;

         WHEREAS, pursuant to the Credit Agreement, the Lenders made certain
term loans to the Company in the aggregate principal amount of up to
$120,000,000 (the "Term Loan"), as evidenced by the Term Notes (as defined in
the Credit Agreement);

         WHEREAS, the Term Notes were originally scheduled to mature on June 23,
1999 (the "Maturity Date");

         WHEREAS, the Administrative Agent and the Lenders agreed by letter
dated as of June 23, 1999 to extend the Maturity Date until July 1, 1999 and by
letter dated as of July 1, 1999 to further extend the Maturity Date until July
8, 1999, during which such extension periods the Company and the Parent were
required to negotiate in good faith with the Administrative Agent to enter into
an amendment to the Credit Agreement to further extend the Maturity Date; and

         WHEREAS, the Company and the Parent have requested that, subject to the
terms and provisions hereof, the Maturity Date be extended to August 18, 1999.

         NOW THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree to the following:

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         1.       Defined Terms. Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed thereto in the Credit
Agreement.

         2.       Consent. Subject to Section 4 of this Agreement, the
Administrative Agent and the Lenders hereby consent to an extension of the
Maturity Date to August 18, 1999.

         3.       Amendments. Effective on the Effective Date (as herein
                  defined):

                  A.       The following definitions are hereby added to Section
1.1 of the Credit Agreement in their appropriate alphabetical order:

                           "Consent and Amendment No. 8" means Consent and
                  Amendment No. 8 to this Agreement, dated as of July 8, 1999,
                  by and among the Company, the Parent, the Lenders party
                  thereto, the Administrative Agent and the Collateral Agent.

                           "Heico Equity Investment" shall mean the July 1999
                  Investment, the Optional Investment (if any), the Total Equity
                  Investment and the Additional Equity Investment (if any).

                           "July 1999 Equity Documents" shall mean those
                  documents and agreements in form and substance, and upon terms
                  and conditions, reasonably satisfactory to the Administrative
                  Agent and the Lenders and attached as Exhibit 1 to Consent and
                  Amendment No. 8, together with all other documents and


                  agreements executed and delivered in connection therewith, in
                  each case as amended, modified or supplemented from time to
                  time in accordance with, and subject to the terms of, this
                  Agreement.

                           "July 1999 Investment" shall mean the purchase, if
                  any, by Heico or such other investor reasonably satisfactory
                  to the Administrative Agent and the Lenders of equity of the
                  Parent for a purchase price of not less than $15,000,000,
                  pursuant to the July 1999 Equity Documents, which equity shall
                  not dilute the Warrants, and the holders of the Warrants shall
                  be afforded anti-dilution protection in accordance with
                  Section 5.24.

                           "July 1999 Investment Proceeds" shall mean the
                  proceeds received by the Parent from the consummation of the
                  July 1999 Investment in an amount not less than



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                  $15,000,000 (which may include proceeds of the Additional
                  Equity Investment).

                           "Optional Investment" shall mean the additional
                  purchase of equity of the Parent which is made pursuant to
                  Section 5.22, if any.

                  B.       Section 2.8(a)(i) of the Credit Agreement is hereby
amended by restating in its entirety the last sentence thereof to read as
follows:

                           "Notwithstanding the foregoing provisions of this
                  Section 2.8(a)(i), the consummation of the Initial Heico
                  Investment, the consummation of the Second Heico Investment,
                  if any, the consummation of the Total Equity Investment, the
                  consummation of the Additional Equity Investment, if any, the
                  consummation of the July 1999 Investment, if any, and the
                  consummation of the Optional Investment, if any, shall not
                  constitute an Asset Sale for purposes of this Section
                  2.8(a)(i)."

                  C.       Section 2.8(d) of the Credit Agreement is hereby
amended by restating subclause (v) therein in its entirety to read as follows:

                           "(v) Notwithstanding the foregoing provisions of this
                  Section 2.8(d), a Change of Control shall not be deemed to
                  have occurred as a result of the consummation of the Initial
                  Heico Investment, the consummation of the Second Heico
                  Investment, if any, the consummation of the Total Equity
                  Investment, the consummation of the Additional Equity
                  Investment, if any, the consummation of the July 1999
                  Investment, if any, the consummation of the Optional
                  Investment, if any, and the appointment and/or election of the
                  Board of Directors of the Parent and its Subsidiaries
                  contemplated by the Heico Equity Documents."

                  D.       Article V of the Credit Agreement is amended by
inserting the following new Sections 5.22, 5.23 and 5.24 after Section 5.21:

                           Section 5.22 Acceptance of Optional Investment. In
                  addition to the obligations of the Parent under Section 5.21,
                  the Parent covenants and agrees that, in the event Heico
                  offers to make additional investments in the Parent by
                  purchasing an additional amount of equity of the Parent in an
                  aggregate amount up to $15,000,000 (in addition to Total
                  Equity Investment Proceeds, the proceeds


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                  of equity investments in the Parent required to be sold
                  pursuant to Section 5.21 and the proceeds of the July 1999
                  Investment), which new equity shall be in the same form and
                  substance, and upon the same terms and conditions, as the
                  Total Equity Investment or otherwise reasonably acceptable to
                  the Lenders, the Parent shall sell such additional equity to
                  Heico at each such time the investor desires to purchase such
                  additional equity; provided, however, that all such new equity
                  investments shall not dilute the Warrants, and the holders of
                  the Warrants shall be afforded anti-dilution protection in
                  accordance with Section 5.24.

                           Section 5.23     Preparation for Sale of Business.

                                    (i)      Not later than July 9, 1999, the
                  Parent shall (A) have hired and formally engaged an investment
                  banking firm (the "Advisor") reasonably acceptable to the
                  Administrative Agent and the Lenders to commence preparations
                  for the sale of the Parent's business, including, but not
                  limited to, the sale of Enertel in the event that the Lenders
                  are entitled to exercise their rights and remedies under the
                  Finance Documents and (B) have delivered to the Administrative
                  Agent an engagement letter between the Parent and the Advisor
                  in connection with such engagement, in form and substance
                  reasonably satisfactory to the Administrative Agent, which
                  shall include a mandate to the Advisor that it shall take
                  immediate steps to commence the sale and marketing process by
                  August 9, 1999 and take all customary actions which would be
                  expected to be taken by investment bankers in their sale and
                  marketing efforts for companies in order to complete and
                  achieve the sale of the Parent and its subsidiaries
                  (including, without limitation, completing the offering
                  memorandum for such sale, preparing and coordinating due
                  diligence materials and commencing discussions with potential
                  buyers).

                                    (ii)     In conjunction with this engagement
                  of the Advisor required under this Section 5.23, a committee
                  consisting of one or more representatives of the Lenders
                  and/or the Administrative Agent shall be afforded the ongoing
                  opportunity to consult with the Advisor and representatives of
                  the Parent regarding the duties and scope of work of the
                  Advisor and to be consulted on an ongoing basis (including,
                  without limitation, being informed of material



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                  discussions and meetings among and between the Parent, Heico
                  and the Advisor) and given the opportunity to participate
                  therein.

                           Section 5.24 No Dilution. The Parent shall issue to
                  each holder of Warrants (each, a "Holder") and to each Holder
                  who holds Common Stock issued pursuant to any previous
                  exercise of Warrants additional Warrants as of each Heico
                  Funding Date (without duplication of any additional Warrants
                  which may have already been issued to such Holder in respect
                  of the Total Equity Investment), upon demand of such Holder
                  after each such date, so that the aggregate percentage of the
                  Fully Diluted Common Stock of the Parent represented by all
                  Warrants and Common Stock issued pursuant to any previous
                  exercise of Warrants as of such date equals eleven percent
                  (11%) of the Fully Diluted Common Stock of the Parent. Each
                  Holder will be entitled to its pro rata percentage of any
                  additional Warrants issued as of such Heico Funding Date,
                  calculated by multiplying (a) a fraction, the numerator of
                  which shall be the total number of Warrants (excluding any
                  additional Warrants) and Common Stock issued pursuant to any
                  previous exercise of Warrants held by such Holder as of such
                  Heico Funding Date and the denominator of which shall be the
                  total number of Warrants and Common Stock issued pursuant to
                  any previous exercise of Warrants held by all Holders as of
                  such Heico Funding Date (excluding any additional Warrants),
                  times (b) the aggregate number of additional Warrants to be
                  issued as of such Heico Funding Date in order to satisfy the
                  first sentence of this Section 5.24.



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                           For purposes of this Section 5.24, (i) the term
                  "Fully Diluted Common Stock" shall mean, as of the date
                  determined, the aggregate number of shares of issued and
                  outstanding Common Stock of the Parent after taking into
                  account the conversion of all issued and outstanding
                  securities convertible into Common Stock of the Parent and the
                  exercise of all issued and outstanding warrants and options
                  for Common Stock (or securities convertible into Common Stock)
                  of the Parent, including the Warrants (but excluding any
                  additional Warrants issued pursuant to this Section 5.24 which
                  were not outstanding prior to the Heico Funding Date for which
                  such calculation is being made) and (ii) the term "Heico
                  Funding Date" means each date on which a Heico Equity
                  Investment is made during the period in which Obligations are
                  outstanding.

                  E.       Section 7.1(b) is amended by adding the references
                  ",5.22, 5.23, 5.24" after the reference to "5.21" appearing
                  therein.

                  F.       Section 6.21(b) of the Credit Agreement is amended by
                  (i) adding the phrase, "any July 1999 Equity Document"
                  immediately after the phrase "Heico Registration Rights
                  Agreement" appearing therein and (ii) adding the following to
                  the end thereof prior to the semi-colon:

                           ", provided, that the Parent may amend its
                  certificate of incorporation for the purpose of adding one or
                  more Certificate(s) of Designation for the equity to be
                  purchased by Heico or such other investor reasonably
                  satisfactory to the Lenders pursuant to the Initial Heico
                  Investment, the Second Heico Investment (if any), the Total
                  Equity Investment, the Additional Equity Investment (if any),
                  the July 1999 Investment (if any) and the Optional Investment
                  (if any), which Certificate(s) of Designation shall contain
                  terms consistent with the terms and provisions of the Heico
                  Equity Documents and the July 1999 Equity Documents, as the
                  case may be, and may amend the by-laws of the Parent to make
                  modifications thereto consistent with the terms of the Heico
                  Equity Documents and the July 1999 Equity Documents, as the
                  case may be."

                  4.       Conditions to Effectiveness. The effectiveness of
this Agreement (such date of effectiveness, the "Effective Date") is subject to
the satisfaction of the following conditions precedent:



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                  (a)      Execution of this Agreement. Each of the Parent, the
         Company, the Administrative Agent, the Collateral Agent and the Lenders
         shall have executed and delivered this Agreement.

                  (b)      Equity Proceeds. The Parent shall have received gross
         proceeds of not less than $15,000,000 (the "July 1999 Investment
         Proceeds") (which may include proceeds of the Additional Equity
         Investment) from the purchase of equity of the Parent by Heico, which
         new equity shall be in the same form and substance, and upon the same
         terms and conditions, as the Total Equity Documents or otherwise
         reasonably acceptable to the Administrative Agent and the Lenders (the
         "July 1999 Investment"). As of the Effective Date, the July 1999
         Investment shall have been consummated in accordance with the terms and
         conditions of the July 1999 Equity Documents and all applicable laws.
         As of the Effective Date, there does not exist any judgment, order, or
         injunction prohibiting the consummation of the July 1999 Investment or
         the performance by the Parent of its obligations under the July 1999
         Equity Documents. The July 1999 Equity Documents (and the transactions
         contemplated thereby) shall have been duly approved by the boards of
         directors and, if required by applicable law, the stockholders of the
         parties thereto, and all July 1999 Equity Documents shall have been
         duly executed and delivered by the parties thereto and shall be in full
         force and effect. Other than the effectiveness of this Agreement, each
         of the conditions precedent to the obligation of the parties to
         consummate the July 1999 Investment as set forth in the July 1999
         Equity Documents shall have been satisfied to the reasonable
         satisfaction of the Administrative Agent, or waived with the consent
         (which consent shall not be unreasonably withheld or delayed) of the
         Administrative Agent and the July 1999 Investment shall have been
         consummated in accordance with the July 1999 Equity Documents (without
         giving effect to any amendment or modification of the July 1999 Equity
         Documents or waiver with respect thereto unless consented to by the
         Administrative Agent (which consent shall not be unreasonably withheld
         or delayed)) and all applicable laws, rules and regulations.

                  (c)      Representations and Warranties. The representations
         and warranties of the Parent set forth in Section 5 of this Agreement
         shall be true and correct in all material respects on the Effective
         Date.



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                  (d)      Hiring of CEO. The Company shall have hired Carl
         Grivner as chief executive officer and the terms of his employment
         agreement shall be reasonably satisfactory to the Administrative Agent
         and the Lenders.

         5.       Representations and Warranties. The Parent hereby represents
         and warrants to the Agent and the Lenders that (i) each of the July
         1999 Equity Documents constitutes the legal, valid and binding
         obligation of the Parent, enforceable against the Parent in accordance
         with its terms, except as enforcement may be limited by bankruptcy,
         insolvency, reorganization, moratorium or similar laws now or
         hereinafter in effect affecting the enforcement of creditors' rights
         generally and by general principles of equity (regardless of whether
         enforcement is sought in a proceeding in equity or at law) and (ii) all
         corporate action on the part of the Parent, its directors and
         shareholders necessary for the authorization, execution, delivery and
         performance by the Parent of the July 1999 Equity Documents, and the
         consummation of the transactions contemplated thereby, and for the
         authorization, issuance and delivery of the equity to be issued
         pursuant thereto, has been taken.

         6.       Applicable Law; Submission to Jurisdiction. THIS AGREEMENT
         SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
         STATE OF NEW YORK.

         7.       No Novation. This Agreement shall not extinguish the
         obligations for the payment of money outstanding under the Credit
         Agreement or any Note or discharge or release the Lien or priority of
         any security agreement, any pledge agreement or any other security
         therefor or discharge any obligation under any guaranty. Nothing herein
         contained shall be construed as a substitution or novation of the
         Obligations outstanding under the Credit Agreement or instruments
         securing the same, which shall remain in full force and effect, except
         as modified hereby or by instruments executed concurrently herewith.
         Nothing expressed or implied in this Agreement, the Credit Agreement,
         or any other document contemplated hereby or thereby shall be construed
         as a release or other discharge of the Company, the Parent or any
         Guarantor under the Credit Agreement or any Pledgor or Grantor under
         any Security Document from any of its obligations and liabilities as a
         "Company", "Parent", "Guarantor", "Pledgor" or "Grantor" under the
         Credit Agreement or the Security Documents or any other Finance
         Document. Whenever the term "Credit Agreement" is used in any of the
         Finance Documents it shall mean and refer to the Credit Agreement as
         modified pursuant hereto. Each of the Credit



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         Agreement and the other Finance Documents shall remain in full force
         and effect, except as expressly modified hereby.

         8.       Counterparts. This Agreement may be executed in two or more
         counterparts, each of which shall constitute an original but all of
         which when taken together shall constitute but one contract.

         9.       Headings. The headings of this Agreement are for convenience
         of reference only, are not part of this Agreement and are not to affect
         the construction of, or to be taken into consideration in interpreting,
         this Agreement.

         10.      Payment of Expenses. In furtherance of the provisions of
         Section 9.1 of the Credit Agreement, the Parent and Company shall
         jointly and severally, whether or not the transactions hereby
         contemplated are consummated, upon demand of the Agent pay all
         reasonable out-of-pocket costs (including legal fees), charges and
         expenses of the Agent in connection with the negotiation, preparation,
         execution and delivery of this Agreement (including, without
         limitation, all such out-of-pocket costs (including legal fees),
         charges and expenses in connection with matters relating to the July
         1999 Investment, and the documents and instruments referred to herein,
         and otherwise reviewed in connection herewith and therewith).





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

                                    WORLDPORT COMMUNICATIONS, INC.


                                    By:
                                       ---------------------------------------
                                       Name:
                                       Title:


                                    WORLDPORT INTERNATIONAL, INC.


                                    By:
                                       ---------------------------------------
                                       Name:
                                       Title:





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                                   BANKERS TRUST COMPANY,
                                   as Administrative Agent and Collateral Agent


                                   By:
                                      -----------------------------------------
                                      Name:
                                      Title:


                                   BANKERS TRUST CORPORATION,
                                   as Lender


                                   By:
                                      -----------------------------------------
                                      Name:
                                      Title:


                                   DREYFUS PREMIER LIMITED TERM HIGH INCOME FUND


                                   By:
                                      -----------------------------------------
                                      Name:
                                      Title:




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ACKNOWLEDGED AND AGREED TO:



CIBC OPPENHEIMER CORP.,
as Participant


By:
   -------------------------------
   Name:
   Title:


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ACKNOWLEDGED AND AGREED TO:



Continental Casualty Company,
as Participant


By:
   --------------------------
   Name:
   Title:




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ACKNOWLEDGED AND AGREED TO:



Northstar High Total Return Fund,
as Participant


By:
   -------------------------------
   Name:
   Title:



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ACKNOWLEDGED AND AGREED TO:



Northstar High Total Return Fund II,
as Participant


By:
   ----------------------------------
   Name:
   Title:



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ACKNOWLEDGED AND AGREED TO:



UNITED Bank OF SWITZERLAND, London Branch,
as Participant


By:
   ---------------------------------------
   Name:
   Title:


By:
   ---------------------------------------
   Name:
   Title:





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