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                                                               EXHIBIT 10.10(a)



                             CONSENT AND AMENDMENT

         CONSENT AND AMENDMENT, dated as of October 19, 1998 (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 (including Bankers Trust Corporation, in its
individual capacity) and BANKERS TRUST COMPANY, as Administrative Agent (in
such capacity, the "Agent") and Collateral Agent (in such capacity, the
"Collateral Agent") and as joint creditor with the other Lenders under the
Credit Agreement, each 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 in effect, the "Credit Agreement") with the
Lenders, the Agent and the Collateral Agent;

         WHEREAS, the Parent and the Existing Dutch Holding Company (as defined
below) are parties to the Minority Shareholder Agreement (as defined in the
Credit Agreement), pursuant to which the Minority Shareholders originally
agreed, subject to the terms and provisions set forth therein, to purchase 20%
of the equity of WorldPort Communications (Europe), B.V., a Netherlands
corporation (the "Existing Dutch Holding Company");

         WHEREAS, the Existing Dutch Holding Company currently owns all of the
issued and outstanding shares (the "Enertel Shares") of EnerTel, N.V., a
Netherlands corporation ("Enertel");

         WHEREAS, one of the Minority Shareholders has requested, and has been
granted, a release from its obligation to consummate its purchase of 5% of the
equity of the Existing Dutch Holding Company;

         WHEREAS, the Minority Shareholders desire that the Minority
Shareholder Investment (as defined below) be made in a newly formed holding
company to be organized in the Netherlands ("Newco") which, at the time of the
Minority Shareholder Investment, shall own the
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Enertel Shares and an intercompany note owed by Enertel to it (the "Enertel
Note") and certain contract rights related to the ownership of the Enertel
Shares and, as its sole liabilities two intercompany notes (the "Holding
Company Notes") owed to the Company and obligations under the Finance
Documents;

         WHEREAS, the remaining Minority Shareholders, the Company, Newco and
Enertel desire to execute and deliver the "Shareholders Agreement" (the
"Shareholders Agreement") referred to in the Minority Shareholder Agreement,
the execution and delivery of which is a condition to the purchase by such
other Minority Shareholders of 15% of the equity of Newco (the purchase of such
15%, the "Minority Shareholder Investment");

         WHEREAS, in order to facilitate the Minority Shareholder Investment,
the Parent and the Company have requested the Administrative Agent and Lenders
to consent to (i) the formation of Newco, (ii) the transfer of the Enertel
Shares and Enertel Note to Newco, (iii) an assumption by Newco of the Holding
Company Notes owed to the Company, (iv) the execution and delivery by Newco
and/or the Company, as applicable, of the documents pledging the Enertel
Shares, the Enertel Note and the Holding Company Notes to the Collateral Agent
(the transactions referred to in subclauses (i) through (iv), the "Enertel
Transfer Transaction"), (v) the making of the Minority Shareholders Investment
into Newco rather than the Existing Dutch Holding Company (the "Newco
Investment") and (vi) a portion of the proceeds of the Minority Investment
being distributed to the Parent, subject to the terms and provisions set forth
herein;

         WHEREAS, the transfer of title of the Newco Shares to the Minority
Shareholders pursuant to the Minority Shareholder Investment is, as set forth
in the Shareholders Agreement and Minority Shareholder Agreement, subject to
certain Dutch regulatory requirements (the "Required Regulatory Approvals");

         WHEREAS, pending the receipt of the Required Regulatory Approvals, the
funds to be paid by the Minority Shareholders for the Minority Shareholder
Investment are to be paid, simultaneously with the execution and delivery of
the Shareholders Agreement, pursuant to the escrow arrangement set forth in the
Payment and Transfer Agreement by and between the Company, the Minority
Shareholders party thereto and the other parties thereto, in the form attached
as Exhibit 1 hereto (the "Escrow Agreement"), which funds are to be released to
Newco and the Company upon receipt of Required Regulatory Approval pursuant to
the terms and conditions set forth in the Escrow Agreement;



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         WHEREAS, the Parent and the Company have requested that the
Administrative Agent and Lenders, in accordance with the terms of the Credit
Agreement, consent to the Enertel Transfer Transaction and the Newco
Investment, subject to the terms and conditions set forth herein;

         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:

         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 3 of this Agreement:

                  A.       The Administrative Agent and the Lenders hereby
grant their consent to the Enertel Transfer Transaction subject to the terms
and conditions hereof.

                  B.       The Administrative Agent and the Lenders hereby
grant their consent to the Company's and Newco's execution of the Shareholders
Agreement in the form attached hereto as Exhibit 2 (the "Shareholder
Agreement") and to the Newco Investment (in accordance with the terms and
provisions of the Minority Shareholder Agreement and Shareholder Agreement).

                  C.       The Administrative Agent and the Lenders grant their
consent to the execution by the Newco of the Loan Agreement with the Minority
Shareholders in the form attached hereto as Exhibit 3 (the "Minority
Shareholder Loan Agreement").

         3.       Conditions Precedent. The foregoing consents under Sections
3(A), 3(B) and 3(C) of this Agreement are subject to satisfaction of the
following conditions precedent:

                  A.       Execution and delivery by the Existing Dutch Holding
Company, the Company and Newco of appropriate Transfers of Contract (the
"Transfers of Contract"), in each case in form and substance satisfactory to
the Administrative Agent and Collateral Agent in order to consummate the
Enertel Transfer Transaction and cause, among other things, the Enertel Shares,
the Holding Company Notes and the Enertel Note to be pledged to the Collateral
Agent for the benefit of the Lenders;



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                  B.       Execution and delivery by (i) the Company of a
Pledge Agreement (the "New Dutch Pledge Agreement"), in form and substance
satisfactory to the Administrative Agent and Collateral Agent, pledging all of
the shares of Newco to the Collateral Agent, (ii) the Company of a Pledge of
Loan Receivables Agreement, in form and substance satisfactory to the
Administrative Agent and Collateral Agent (the "New Company Pledge of Loan
Receivables Agreement") and (iii) Newco of a Pledge of Loan Receivables
Agreement, in form and substance satisfactory to the Administrative Agent and
Collateral Agent (together with the New Company Pledge of Loan Receivables
Agreement, collectively the "New Pledge of Receivables Agreements"; the New
Dutch Pledge Agreement and the New Pledge of Receivables Agreements, together
with the documents described in (A) above, collectively, the "New Finance
Documents");

                  C.       An opinion of DeBrauw Blackstone Westbroek, Dutch
counsel to the Company and Newco and McDermott, Will & Emery, special counsel
to the Company in each case covering such matters as may be requested and
otherwise in form and substance satisfactory to the Administrative Agent and
Collateral Agent.

                  D.       Evidence satisfactory to the Collateral Agent that
the Holding Company Notes of the Existing Dutch Holding Company shall have been
assumed (pursuant to the Transfer of Contract in form and substance
satisfactory to the Administrative Agent) by Newco, which note shall have been
pledged to the Collateral Agent under the New Finance Documents.

                  E.       An executed amendment to the articles of association
of Newco (the "Newco Amendment") to permit the transfer of voting rights in its
shares, in form and substance satisfactory to the Administrative Agent, shall
have been filed with and approved by the Ministry of Justice in the Netherlands
and executed and shall be in full force and effect.

                  F.       All corporate matters, including the articles and
other governance documents, resolutions approving the Enertel Transfer
Transaction, shareholders meetings (if any) shall be effective and be in form
and substance satisfactory to the Administrative Agent and the Administrative
Agent shall have received a copy of the articles of association of Newco, as
amended certified as of a recent date by the relevant Dutch civil notary (the
"Newco Articles").

                  G.       The Administrative Agent shall be reasonably
satisfied that Newco and the Company have complied with, and will continue to
comply with, all Requirements of Law in connection with their respective
execution, delivery and performance of the New Finance 



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Documents and the transactions contemplated thereby and the consummation of the
Enertel Transfer Transaction.

                  H.       As of the date of the Enertel Transfer Transaction
and Newco Investment, (x) no action, suit, litigation, proceeding,
investigation, inquiry or dispute by or before any court, Governmental
Authority or any arbitrator shall be pending against or affecting (i) Newco or
the Enertel Transfer Transaction or the Minority Shareholder Investment or
threatened against or affecting, Newco, the Enertel Transfer Transaction or the
Minority Shareholder Investment which could reasonably be expected to have a
Material Adverse Effect (other than Required Regulatory Approvals relating to
the Minority Shareholders Investment) or (ii) the New Finance Documents or any
of the transactions contemplated thereby and (y) there shall not have been any
Requirement of Law (other than Required Regulatory Approvals relating to the
Minority Shareholders Investment) or injunction applicable to the Enertel
Transfer Transaction or the New Finance Documents or any of the transactions
contemplated thereby which have been enacted, promulgated, entered or enforced
by any Governmental Authority, nor shall there be pending any action or
proceeding before any such Governmental Authority which is reasonably likely
to, in each case, prohibit, restrict, delay or otherwise materially affect the
Enertel Transfer Transaction or the Minority Shareholder Investment.

                  I.       The Administrative Agent shall have received
certified copies of the Shareholders Agreement, with all Exhibits and
attachments thereto, all of which are in form and substance satisfactory to the
Administrative Agent.

                  J.       The Administrative Agent shall have received
evidence that all consents and filings necessary for any of the transactions
contemplated by the New Finance Documents and their validity and/or
enforceability have been obtained or made and are in full force and effect.

                  K.       The Administrative Agent shall have received all
shares of stock in the Company's shareholding in the collateral pledged under
the New Finance Documents and stock transfer forms in respect of the same
executed in blank on behalf of such Person, as the case may be (except for the
number and class of shares and the name of the transferor) and left undated.

                  L.       The representations and warranties of the Company
and the Parent set forth in paragraph 5 of this Agreement and those contained
in the New Finance Documents shall



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be true and correct on such date both before and after giving effect to the
consummation of the Enertel Transfer Transaction.

                  M.       All necessary governmental (domestic and foreign),
regulatory and third party approvals and/or consents in connection with the
Enertel Transfer Transaction and the other transactions contemplated by this
Agreement and the New Finance Documents and otherwise referred to herein or
therein shall have been obtained and remain in effect, and all applicable
waiting periods shall have expired without any action being taken by any
competent authority which restrains or prevents such transactions or imposes,
in the reasonable judgment of the Administrative Agent, materially adverse
conditions upon the consummation of such transactions. Any applicable law
regulating the Enertel Transfer Transaction shall have been complied with or
shall have been reasonably determined by the Administrative Agent to be invalid
or inapplicable to the Enertel Transfer Transaction.

                  N.       Concurrently with the effectiveness of this
Agreement, the Minority Shareholders shall have entered into the Shareholders
Agreement and shall have funded the proceeds of the purchase price and the
loans contemplated by the Escrow Agreement in respect of the Minority
Shareholder Investment to the Notary referred to in the Escrow Agreement to be
held in escrow pursuant to the Escrow Agreement.

                  O.       The Minority Shareholders, the Company and the New
Dutch Holding Company shall have executed and delivered to the Agent the Letter
Agreement in the form attached as Exhibit 4 hereto.

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

                                    A.       The parties hereto agree that,
         simultaneously with the consummation of the Enertel Transfer
         Transaction, all references in the Credit Agreement (including those
         incorporated therein pursuant to this Agreement) to the Dutch Holding
         Company shall mean and refer to Newco, and all references to the Dutch
         Pledge Agreement and the Pledge of Receivables Agreements shall
         include (but not be limited to) the New Dutch Pledge Agreements and
         the New Pledge of Receivables Agreements, respectively, and all
         references to Finance Documents shall include the New Finance
         Documents and Transfer of Contracts.



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                                    B.       The following definitions are
         added to Section 1.01 of the Credit Agreement in their appropriate
         alphabetical order:

                           "Consent and Amendment" means that Consent and
                  Amendment to this Agreement, dated as of October 19, 1998,
                  among the Company, the Parent, the Lenders party thereto, the
                  Administrative Agent and the Collateral Agent.

                           "Escrow Agreement" shall mean the Payment and
                  Transfer Agreement dated October 20, 1998, among the Company,
                  the Minority Shareholders party thereto and the other parties
                  thereto, in the form attached as Exhibit 1 to the Consent and
                  Amendment.

                           "Escrowed Proceeds" shall mean the aggregate
                  proceeds representing the purchase price for the purchase of
                  at least 15% of the equity of the Dutch Holding Company and
                  the Minority Shareholders Loans in an aggregate amount of
                  27,920,000 Dutch Guilders, in each case which have been
                  deposited with the Notary referred to in the Escrow
                  Agreement.

                           "Minority Shareholder Investment" shall mean the
                  purchase by the Minority Shareholders of equity in the Dutch
                  Holding Company on terms and provisions set forth in the
                  Minority Shareholder Agreement and Shareholders Agreement
                  (except that only an amount equal to 15% of the equity of the
                  Dutch Holding Company is to be so purchased).

                           "Minority Shareholder Loans" shall mean the loans
                  made to the Dutch Holding Company by the Minority
                  Shareholders in accordance with the provisions of the
                  Shareholder Agreement, Minority Shareholder Agreement and
                  Shareholder Loan Agreement.

                           "Shareholder Agreement" means the Shareholders
                  Agreement attached as Exhibit 2 to the Consent and Amendment.

                           "Shareholder Loan Agreement" means the Loan
                  Agreement, dated October 20, 1998, by and between the
                  Company, the Dutch Holding Company and the Minority
                  Shareholders party thereto.



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                           "Substitute Minority Investment" shall have the 
                  meaning specified in Section 5.16(c).

                                    C.       Section 5 of the Credit Agreement
         is amended by adding new Sections 5.15 and 5.16 after Section 5.14,
         which new Sections shall read as follows:

                           Section 5.15      Additional Reporting Requirements.
                  In addition to the requirements of Section 5.12, the Parent
                  and the Company will deliver to the Administrative Agent by
                  Monday of each week, (i) a cash report of the Parent and the
                  Company and each of its operating Subsidiaries (including,
                  without limitation, EnerTel), which report shall detail
                  actual receipts and disbursements of cash of the Parent, the
                  Borrower and each of its operating Subsidiaries (including,
                  without limitation, EnerTel) for the immediately prior week
                  and a budget and forecast for such members of the Group for
                  each of the next four (4) weeks, all prepared in detail
                  satisfactory to the Administrative Agent and (ii) a current
                  aging of payables of the Parent, the Company and each of its
                  operating subsidiaries (including, without limitation,
                  EnerTel), in detail reasonably satisfactory to the
                  Administrative Agent.

                           Section 5.16      Cash Infusions. (a) The Parent and
                  the Company covenant and agree that (i) no later than October
                  20, 1998, they shall have arranged for, and received (or
                  other members of the Group acceptable to the Administrative
                  Agent shall have received) the cash proceeds of a cash
                  infusion in an aggregate amount of not less than $500,000,
                  and (ii) no later than October 23, 1998, they shall have
                  arranged for, and received (or other members of the Group
                  acceptable to the Administrative Agent shall have received),
                  the cash proceeds of an amount, in addition to that received
                  pursuant to subclause (i) of this Section 5.16(a), of not
                  less than $700,000, in each case in form and, substance and
                  upon terms and conditions, and from Persons, reasonably
                  satisfactory to the Administrative Agreement.

                  (b)      The Parent and the Company covenant and agree that
                  (i) no later than October 23, 1998, they shall have entered
                  into commitments from Persons reasonably acceptable to the
                  Administrative Agent to provide a cash infusion to the Group
                  in an aggregate amount which, when added with the amount of
                  proceeds received pursuant to Section 5.16(a), equal not less
                  than $4,500,000,



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                  provided that the form, substance, terms and provisions
                  thereof shall be reasonably satisfactory to the
                  Administrative Agent and (ii) no later than November 9, 1998,
                  they (or other members of the Group acceptable to the
                  Administrative Agent) shall have received the full amount of
                  the proceeds committed pursuant to the commitments referred
                  to in subclause (i) of this Section 5.16(b) in cash in
                  respect thereof, the form, substance, terms and provisions of
                  such infusion to be reasonably satisfactory to the
                  Administrative Agent.

                  (c)      The Parent and the Company covenant and agree that,
                  no later than December 3, 1998, either (i) they shall have
                  received (or other members of the Group reasonably acceptable
                  to the Administrative Agent shall have received) an aggregate
                  amount which, when added to the amount of cash proceeds
                  received pursuant to Sections 5.16(a) and 5.16(b), shall
                  equal not less than $14,500,000, provided that, (A) in the
                  event such proceeds constitute loans, the form, substance,
                  terms and conditions of such loans shall be exactly the same
                  (including the provision of "drag-along" rights in favor of
                  the Administrative Agent and Collateral Agent as provided in
                  the Letter Agreement referred to in Section 3(O) of the
                  Consent and Amendment), as determined by the Administrative
                  Agent, as the terms of the Minority Shareholder Loans,
                  provided that such Person providing such proceeds shall be
                  reasonably acceptable to the Administrative Agent and the
                  Minority Shareholders shall have released the Company, the
                  Dutch Holding Company and Enertel from all obligations under
                  the Minority Shareholder Agreement, the Shareholder Agreement
                  and all other documents and agreements relating to the
                  Minority Shareholder Investment (and the Administrative Agent
                  and Collateral Agent shall thereafter have no obligations to
                  the Minority Shareholders), with the effect that none of the
                  Minority Shareholders will be entitled to purchase any equity
                  in the Dutch Holding Company or Enertel (such transaction
                  referred to in this subclause (i)(A), the "Substitute
                  Minority Investment"), or (B) if such proceeds constitute
                  proceeds of equity issuances, the form, substance, terms and
                  conditions of which shall be reasonably satisfactory to the
                  Administrative Agent or (ii) the Dutch Holding Company and
                  the Company shall have received the aggregate amount of all
                  of the Escrowed Proceeds, which proceeds shall have been
                  contributed simultaneously with the receipt thereof in
                  accordance with the provisions of Section 6.22.



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                  (d)      The Parent and Company covenant and agree that, no
                  later than December 19, 1998 (i) they will have received cash
                  proceeds from issuances of equity by the Parent to Persons
                  reasonably acceptable to the Administrative Agent in an
                  aggregate amount which, when added to the amount of proceeds
                  received pursuant to Sections 5.16(a), 5.16(b) and 5.16(c)(i)
                  (but in any event excluding any amount of Escrowed Proceeds
                  and any amount constituting the proceeds of the Substitute
                  Minority Investment), equals an amount not less than
                  $40,000,000, the form, substance, terms and conditions of
                  which issuances shall be reasonably satisfactory to the
                  Administrative Agent, (ii) they will have received an amount
                  of capital from Persons reasonably acceptable to the
                  Administrative Agent, in addition to that required by
                  subclause (i) of this Section 5.16(d) (but in any event
                  excluding any amount of Escrowed Proceeds and any amount
                  constituting the proceeds of the Substitute Minority
                  Investment), in an amount not less than $20,000,000, the
                  form, substance, terms and conditions of which shall be
                  reasonably satisfactory to the Administrative Agent, and
                  (iii) either (A) the aggregate amount of all of the Escrowed
                  Proceeds shall have been received by the Dutch Holding
                  Company and the Company (which proceeds shall have been
                  contributed simultaneously with the receipt thereof in
                  accordance with the provisions of Section 6.22) or the
                  aggregate amount of the proceeds of the Substitute Minority
                  Investment shall have been made (which proceeds shall have
                  been contributed simultaneously with the receipt thereof in
                  accordance with Section 6.22), or (B) they will have received
                  additional cash proceeds from issuances of equity by the
                  Parent, to Persons reasonably acceptable to the
                  Administrative Agent, in addition to the amounts required by
                  Sections 5.16(d)(i) and 5.16(d)(ii) in an amount not less
                  than $14,500,000, the form, substance, terms and conditions
                  of which shall be reasonably satisfactory to the
                  Administrative Agent.

                                    D.       Section 6.21(b) of the Credit
         Agreement is amended by adding the phrase "the Escrow Agreement, the
         Shareholder Loan Agreement, the Shareholders Agreement" after the
         phrase "Finance Document" appearing therein.

                                    E.      The Credit Agreement is amended by
         adding a new Section 6.22 and 6.23 thereto immediately following
         Section 6.21, which new sections shall read as follows:



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                  Section 6.22.     Proceeds of Minority Shareholders 
                  Investment:

                           Notwithstanding anything to the contrary set forth
                  in the Credit Agreement or any other Finance Document, (i)
                  the Company agrees that it shall contribute the proceeds
                  received or which it is entitled to in respect of the
                  Minority Shareholder Investment (including the Escrowed
                  Proceeds) promptly upon release of the Escrowed Proceeds to
                  the Dutch Holding Company, and cause the Dutch Holding
                  Company to promptly contribute such proceeds to Enertel, and
                  shall cause the Dutch Holding Company to promptly contribute
                  the proceeds which the Dutch Holding Company receives or is
                  entitled to receive in respect of the Minority Shareholder
                  Loans, or the proceeds of the Substitute Minority Investment,
                  as the case may be, to EnerTel and (ii) the Parent and the
                  Company agree that they will not, and will ensure that none
                  of their Subsidiaries will, distribute or disburse (whether
                  by dividend, advance, loan, contribution or otherwise) any of
                  the proceeds received in respect of the Minority Shareholder
                  Investment (including the Minority Shareholder Loans) or the
                  proceeds of the Substitute Minority Investment to the Parent
                  or any of its Subsidiaries, provided that (A) the Company and
                  the Dutch Holding Company may make the distributions
                  contemplated by subclause (i) of this Section 6.22, (B) the
                  proceeds of the Minority Shareholder Loans and the proceeds
                  of the Substitute Minority Investment, as the case may be,
                  may be distributed to Enertel and (C) provided no Default or
                  Event of Default has occurred and is continuing or would
                  result therefrom, an aggregate amount not in excess of 35% of
                  the amounts received pursuant to Section 5.16(c) may be
                  distributed to the Parent. Notwithstanding the foregoing, the
                  proceeds received from the infusions pursuant to Sections
                  5.16(a) and 5.16(b) may be retained by the Parent or
                  distributed to the Parent.

                           Section 6.23.     Escrowed Proceeds. In addition to
                  the terms and provisions of Section 6.5, the Parent and
                  Company will not, and will not permit any of their
                  Subsidiaries to create, incur, assume or suffer to exist any
                  Lien upon or with respect to the Escrowed Proceeds, the
                  account in which such Escrowed Proceeds are held or otherwise
                  on any of their rights to the Escrowed Proceeds.



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                                    F.      Section 7.1(b) of the Credit 
         Agreement is amended by deleting the phrase "2.15, 5.13(a), 5.15 or
         Article VI" therefrom and substituting the phrase "2.15, 5.12(a),
         5.14, 5.15, 5.16 or Article VI" therefor.

                                    G.      Section 7.1 of the Credit Agreement
         is hereby amended by adding new Sections 7.1(p), 7.1(q) and 7.1(r)
         immediately following Section 7.1(o) which shall read as follows:

                           "(p)     Release of Escrowed Proceeds; Regulatory
                  Approval Requirements.

                  (i)      If any Required Governmental Approval (as defined in
                  the Consent and Amendment) by the Dutch Government required
                  for the consummation of the Minority Shareholder Investment
                  for a purchase of equity in the Dutch Holding Company
                  contemplated by the Shareholders Agreement is denied by the
                  applicable Dutch Governmental Authority or if the applicable
                  Dutch Governmental Authority indicates its intention to deny
                  such Governmental Approval; or

                  (ii)     If all applications and filings necessary for the
                  approval of the applicable Dutch Governmental Authorities
                  required under Dutch law for the purchase by the Minority
                  Shareholders of 15% of the equity in the Dutch Holding
                  Company as contemplated by the Shareholders Agreement are not
                  made by October 23, 1998; or

                  (iii)    If all Governmental Approvals by the Dutch
                  Government required for the consummation of the Minority
                  Shareholder Investment are not received by, and applicable
                  licenses (if any) in connection with such purchase are not
                  obtained by, in each case, December 19, 1998.

                           7.1(q)   Action on Minority Shareholder Pledge. If
                  for any reason any of the Minority Shareholders exercises any
                  of their respective rights or remedies in respect of any of
                  the shares of



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<PAGE>   13

                  EnerTel which have been pledged to the Minority Shareholders
                  in connection with the Shareholder Loans.

                           7.1(r)   Minority Shareholder Investment. If for any
                  reason the Minority Shareholder Investment is rescinded.

                  5.       The Company and the Parent hereby represent and
warrant that (i) that neither the Company, the Parent nor any of their
Subsidiaries have created, incurred, assumed or have suffered to exist any Lien
upon or with respect to the Escrowed Proceeds, the account in which such
Escrowed Proceeds are held or otherwise on any of their rights to the Escrowed
Proceeds and (ii) the representations and warranties set forth in Sections
4.1(a), (b), (c), (d), (e), (f), (r), (x) and (aa) of the Credit Agreement
(after giving effect to the provisions hereof) shall be true and correct in all
material respects as of the date of the Enertel Transfer Transaction and Newco
Investment as if made on such date .

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



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<PAGE>   14

                  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.      Effectiveness. This Agreement shall become effective
as of the date (the "Effective Date") when copies hereof which, when taken
together, bear the signatures of each of the Company, the Parent, the
Administrative Agent, the Collateral Agent, the Majority Lenders and the other
Loan Parties which are a party hereto have been received by the Administrative
Agent.

                  11.      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 Administrative Agent pay all reasonable
out-of-pocket costs (including legal fees), charges and expenses of the
Administrative Agent and Collateral 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 Minority Shareholder
Investment, the EnerTel Transaction and the formation of Newco) and the
documents and instruments referred to herein, and otherwise reviewed in
connection herewith and therewith.



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<PAGE>   15

         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 INTERNATIONAL, INC.

                                 by



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

                                 WORLDPORT COMMUNICATIONS, INC.

                                 by



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

<PAGE>   16

                                 BANKERS TRUST COMPANY

                                 as Administrative Agent and Collateral Agent

                                 by



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

                                 BANKERS TRUST CORPORATION

                                 as Lender

                                 by



                                     ------------------------------------------
                                     Name:
                                     Title:
<PAGE>   17

                                 DREYFUS PREMIER LIMITED TERM HIGH 
                                 INCOME FUND

                                 by



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