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EXHIBIT 2.5.2.3
ABLE TELCOM HOLDING CORP.
January 11, 2000
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President and Controller
MCI WorldCom
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Able Telcom Holding Corp.: MCI/WorldCom Conversion of Debt to
Equity
Dear ▇▇. ▇▇▇▇▇:
This letter will serve to document our agreement of this date regarding
the conversion by WorldCom Network Services, Inc. ("WorldCom") of some or all of
the 11.5% Subordinated Promissory Note (the "Note") of Able Telcom Holding,
Corp. ("Able") dated September 1, 1998 payable to WorldCom in shares of $.001
par value common stock ("Common Stock") of Able.
On January 12, 2000, WorldCom will deliver the Note to Able in
exchange for Able issuing 3,050,000 shares ("WorldCom Shares") of Common Stock
to WorldCom, representing less than 20% of the Common Stock outstanding
subsequent to that issuance. WorldCom will deliver a standard "for investment
letter" to Able.
One certificate for the WorldCom Shares shall be issued and delivered
to WorldCom and such certificate shall bear the following legend:
"These securities have not been registered under the Securities Act of
1933, as amended, or any state's securities laws. These securities may
not be sold, offered for sale, transferred or assigned except pursuant
to an effective registration statement under said Securities Act, any
applicable state securities laws or pursuant to an applicable exemption
from such registration requirements."
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ - ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Ph: (▇▇▇) ▇▇▇-▇▇▇▇ - Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇
January 11, 2000
Page Two
▇▇▇▇ agrees that it will cancel the Note upon delivery of the Note to it
and will execute another note in the same form as the Note in the amount of
$4,456,250 due February 1, 2001. The portion of the Note converted is determined
based upon the January 8, 2000 closing price of Able Common Stock at $8.375 per
share.
Please sign an original and one copy of this letter in the space indicated
below to evidence our agreement. Please return the original to me and keep the
duplicate original copy for your files.
Should you have any questions, please contact me.
ABLE TELCOM HOLDING CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
MCI WORLDCOM
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Controller
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇