Common use of Election to Convert Clause in Contracts

Election to Convert. To: DT Industries, Inc. The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or the portion below designated, into Common Stock of DT INDUSTRIES, INC. in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any holder, upon the exercise of its conversion rights in accordance with the terms of the Indenture and the Security, agrees to be bound by the terms of the Registration Rights Agreement relating to the Common Stock issuable upon conversion of the Securities. Date: , in whole __ Portions of Security to be converted ($50 or integral multiples thereof): $ ---------------------- ----------------------------------------- Signature (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number ----------------------------------------- ----------------------------------------- ----------------------------------------- Signature Guarantee: 6/ ----------------- ------------------- 6/ (Signature must be guaranteed by an "eligible guarantor institution" that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.) EXHIBIT A-2 FORM OF EXCHANGE SECURITY [FORM OF FACE OF SECURITY] DT INDUSTRIES, INC.

Election to Convert. To: DT Industries, Inc. To American Skiing Company The undersigned owner of this Security Note hereby irrevocably exercises the option to convert this SecurityNote, or the portion below designated, into Common Series D Preferred Stock of DT INDUSTRIES, INC. American Skiing Company in accordance with the terms of the Indenture referred to in this SecurityNote, and directs that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If the shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any holder, upon the exercise of its conversion rights in accordance with the terms of the Indenture and the Security, agrees to be bound by the terms of the Registration Rights Agreement relating to the Common Stock issuable upon conversion of the Securities. Date: , ----------------------------- in whole ___ Portions of Security Accreted Value of the Note to be converted (with $50 100 Original Issue Price or integral multiples thereof): $ ---------------------- ----------------------------------------- ____________ Signature (for conversion only) ________________________________________ Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number ----------------------------------------- ----------------------------------------- ----------------------------------------- Signature Guarantee: 6/ ----------------- ------------------- 6/ (* ________________________________________ * Signature must be guaranteed by an "eligible guarantor institution" that is, a commercial bank, stockbroker, savings and loan association trust company or credit union meeting the requirements member firm of the RegistrarNew York Stock Exchange. However, which requirements include membership this guarantee is not required so long as the Purchaser holds the Note. [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE A SCHEDULE OF ORIGINAL ISSUE PRICE The original issue price of this Global Note shall be $ . The following increases or participation decreases in the Securities Transfer Agents Medallion Program Original Issue Price (as defined in the Indenture) of this Global Note have been made: Amount of increase Signature of Date of exchange Amount of decrease in in Original Issue Original Issue authorized officer following such Original Issue Price Price of this Price of this of Trustee or Notes decrease or of this Global Note Global Note Global Note Custodian increase ---------------------------------------------------------------------------------------------------------- EXHIBIT B FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RULE 144A GLOBAL NOTE OR RESTRICTED NOTE TO REGULATION S GLOBAL NOTE (Transfers pursuant to Section 2.06(a)(ii) or 2.06(a)(vii) of the Indenture) [Name of Trustee] as Trustee [Address] Attn: Re: American Skiing Company 11.3025% Convertible Subordinated Notes due 2007 (the "STAMPNOTES") Reference is hereby made to the Indenture, dated as of July __, 2001 (the "INDENTURE"), between American Skiing Company, as Issuer, and , as Trustee. This letter relates to $[ ] [check one] (i) [ ] aggregate Accreted Value of Notes which are held in the form of the Rule 144A Global Note (CUSIP No. ) with the Depositary or (ii) [ ] Accreted Value of Restricted Note (CUSIP No. ) registered, in either case, in the name of [name of transferor] (the "TRANSFEROR") to effect the transfer of the Notes in exchange for an equivalent beneficial interest in the Regulation S Global Notes. The Original Issue Price of such other "signature guarantee program" as may be determined by Notes is $ . In connection with such request, the Registrar in addition to, or in substitution for, STAMP, all Transferor does hereby certify that such transfer has been effected in accordance with (i) the Securities Exchange Act of 1934, as amended.transfer restrictions set forth in the Notes and (ii) EXHIBIT A-2 FORM OF EXCHANGE SECURITY [FORM OF FACE OF SECURITY] DT INDUSTRIES, INC.that:

Election to Convert. To: DT Industries, Inc. Calpine Corporation The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or the portion below designated, into Common Stock of DT INDUSTRIES, INC. Calpine Corporation in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any holderHolder, upon the exercise of its conversion rights in accordance with the terms of the Indenture and the Security, agrees to be bound by the terms of the Registration Rights Agreement relating to the Common Stock issuable upon conversion of the Securities. Date: , in whole __ Portions of Security to be converted ($50 or integral multiples thereof): $ ---------------------- ----------------------------------------- ----------------- --------------------------------------------------- Signature (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number ----------------------------------------- ----------------------------------------- ----------------------------------------- --------------------------------------------------- --------------------------------------------------- --------------------------------------------------- Signature Guarantee: 6/ Guarantee:(5) ---------------------- ----------------- ------------------- 6/ (5) (Signature must be guaranteed by an "eligible guarantor institution" that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.) EXHIBIT A-2 FORM OF EXCHANGE SECURITY [FORM OF FACE OF SECURITY] DT INDUSTRIES, INC.B REMARKETING AGREEMENT

Election to Convert. To: DT IndustriesAkamai Technologies, Inc. The undersigned owner of this Security Note hereby irrevocably exercises exercise the option to convert this SecurityNote, or the portion below designated, into Common Stock of DT INDUSTRIESAkamai Technologies, INC. Inc. in accordance with the terms of the Indenture referred to in this SecurityNote, and directs directors that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If the shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any holderholder of Notes, upon the exercise of its conversion rights in accordance with the terms of the Indenture and the SecurityNote, agrees to be bound by the terms of the Registration Rights Agreement relating to the Common Stock issuable upon conversion of the SecuritiesNotes. Date: , in whole __ In Whole [ ] In Part [ ] as follows: Portions of Security Note to be converted ($50 1,000 or integral multiples thereof): $ ---------------------- ----------------------------------------- $____________ _______________________________ Signature (for conversion only) Please Print print or Typewrite Name and Address, Including Zip Codecode, and Social Security or Other Identifying Number ----------------------------------------- ----------------------------------------- ----------------------------------------- Number: ________________________________ ________________________________ ________________________________ Signature Guarantee: 6/ ----------------- ------------------- 6/ (:*___________ * Signature must be guaranteed by an "eligible guarantor institution" that isa commercial bank, trust company or member firm of the New York Stock Exchange SCHEDULE OF PRINCIPAL AMOUNT The initial principal amount of this Global Note shall be $ . The following increases or decreases in the principal amount of this Global Note have been made: Amount of decrease Signature of authorized in principal Amount of increase Signature of authorized officer amount of this in principal amount Principal amount of officer of Trustee or of Trustee or Global Note of this Global Note this Global Note Notes Custodian Securities Custodian A-32 00 XXXXXX XXXHNOLOGIES, INC. 5-1/2% CONVERTIBLE SUBORDINATED NOTE DUE 2007 ACCREDITED INVESTOR GLOBAL NOTE No. A-1 CUSIP No. _______ $________________ Akamai Technologies, Inc., a bank, stockbroker, savings and loan association or credit union meeting Delaware corporation (hereinafter called the requirements of the Registrar"Company", which requirements include membership or participation in term includes any successors under the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or in substitution forregistered assigns, STAMPthe principal sum of ___________________ dollars ($___________), on ______________, 2007. Interest Payment Dates: July 1 and January 1: commencing January 1, 2001. Record Dates: June 15 and December 15. Reference is made to the further provisions of this Note hereinafter set forth, which will, for all in accordance with purposes, have the Securities Exchange Act of 1934, same effect as amendedif set forth at this place.) EXHIBIT A-2 FORM OF EXCHANGE SECURITY [FORM OF FACE OF SECURITY] DT INDUSTRIES, INC.

Election to Convert. To: DT Industries, Inc. To NTL Incorporated The undersigned owner of this Security Note hereby irrevocably exercises the option to convert this SecurityNote, or the portion below designated, into Common Stock of DT INDUSTRIES, INC. NTL Incorporated in accordance with the terms of the Indenture referred to in this SecurityNote, and directs that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If the shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any holderholder of Notes, upon the exercise of its conversion rights in accordance with the terms of the Indenture and the SecurityNote, agrees to be bound by the terms of the Registration Rights Agreement relating to the Common Stock issuable upon conversion of the SecuritiesNotes. Date: , in whole ___ Portions of Security Note to be converted ($50 1,000 or integral multiples thereof): $ ---------------------- ----------------------------------------- $______________ Signature (for conversion only) ______________________________________ Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number ----------------------------------------- ----------------------------------------- ----------------------------------------- ________________________________________________ ________________________________________________ ________________________________________________ Signature Guarantee: 6/ ----------------- ------------------- 6/ (* ________________________ * Signature must be guaranteed by an "eligible guarantor institution" that is, a commercial bank, stockbroker, savings and loan association trust company or credit union meeting the requirements member firm of the Registrar, which requirements include membership New York Stock Exchange. [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE A SCHEDULE OF PRINCIPAL AMOUNT The initial principal amount of this Global Note shall be $__________________. The following increases or participation decreases in the Securities Transfer Agents Medallion Program principal amount of this Global Note have been made: Amount of decrease in Amount of increase Principal amount of Signature of Date of exchange principal amount of in principal amount this Global Note authorized officer following such this Global Note of this Global Note of Trustee or Notes decrease or increase Custodian -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- EXHIBIT B FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RULE 144A GLOBAL NOTE OR RESTRICTED NOTE TO REGULATION S GLOBAL NOTE (Transfers pursuant to (Section) 2.06(a)(ii) or 2.06(a)(vi) of the Indenture) The Chase Manhattan Bank, as Trustee 450 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxn: Capital Markets Fiduciary Services Re: NTL Incorporated 5-3/4% Convertible Subordinated Notes due 2009 (the "STAMPNOTES") Reference is hereby made to the Indenture, dated as December 22, 1999 (the "INDENTURE"), between NTL Incorporated, as Issuer, and The Chase Manhattan Bank, as Trustee. This letter relates to $[ ] [check one] (i) [ ] aggregate principal amount of Notes which are held in the form of the Rule 144A Global Note (CUSIP No. 629400XX0) xxth the Depositary or (ii) [ ] principal amount of Restricted Note (CUSIP No. _________) registered, in either case, in the name of [ ] (the "TRANSFEROR") to effect the transfer of the Notes in exchange for an equivalent beneficial interest in the Regulation S Global Notes. In connection with such other "signature guarantee program" as may be determined by request, the Registrar in addition to, or in substitution for, STAMP, all Transferor does hereby certify that such transfer has been effected in accordance with (i) the Securities Exchange Act of 1934, as amended.transfer restrictions set forth in the Notes and (ii) EXHIBIT A-2 FORM OF EXCHANGE SECURITY [FORM OF FACE OF SECURITY] DT INDUSTRIES, INC.that:

Election to Convert. To: DT Industries, Inc. Coeur D'Alene Mines Corporation The undersigned owner of this Security $________ ix xxxxxxxxx of Coeur D'Alene Mines Corporation's 13?% Convertible Senior Subordinated Notxx xxx Xxxxmber 31, 2003 (the "Convertible Note") hereby irrevocably exercises the option to convert this Securitythe Convertible Note, or the portion below designated, into Common Stock of DT INDUSTRIES, INC. Coeur D'Alene Mines Corporation in accordance with the terms of the Indenture referred Indentxxx xxxxxxxd to in this Securitythe Convertible Note, and directs that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any holder, upon the exercise of its conversion rights in accordance with the terms of the Indenture and the Security, agrees to be bound by the terms of the Registration Rights Agreement relating to the Common Stock issuable upon conversion of the Securities. Date: , in whole __ Portions Amount of Security Convertible Note to be converted ($50 1,000 or integral multiples thereof): $ ---------------------- ----------------------------------------- ); $----------------- Signature (for conversion only) -------------------------------- Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number ----------------------------------------- ----------------------------------------- ----------------------------------------- Number: -------------------------------- -------------------------------- -------------------------------- -------------------------------- -------------------------------- -------------------------------- Signature Guarantee: 6/ ----------------- ------------------- 6/ (Guarantee4 --------------- 4 Signature must be guaranteed by an "eligible guarantor institution" that is, a commercial bank, stockbroker, savings and loan association trust company or credit union meeting the requirements member firm of the RegistrarNew York Stock Exchange. FACE OF NOTE GLOBAL SECURITIES LEGEND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, which requirements include membership A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN SUCH NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO SUCH ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNED HEREOF HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. R-3 Cusip No. 192108 AX0 XXXXX X'XXXXX XXXXX XXXXXXXXXXX 00-0/0% XXXXXXXXXXX XXXXXX XXXXXXXNATED NOTE DUE 2003 COEUR D'ALENE MINES CORPORATION Coeur D'Alene Mines Corporation, an Xxxxx xxxxxration (the "Company") promxxxx xx xxx to Cede & Co. or participation registered assigns, the principal sum indicated on Schedule A hereof on December 31, 2003, and to pay interest thereon in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" manner set forth on the reverse hereof accruing from July 27, 2001 at the rate of 13-3/8% per annum. Interest Payment Dates: June 30 and December 31, commencing December 31, 2001 Record Dates: June 15 and December 15 Reference is hereby made to the further provisions of this Convertible Note set forth on the reverse hereof which further provisions shall for all purposes have the same effect as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedif set forth at this place.) EXHIBIT A-2 FORM OF EXCHANGE SECURITY [FORM OF FACE OF SECURITY] DT INDUSTRIES, INC.

Election to Convert. To: DT Industries, Inc. Calpine Corporation The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or the portion below designated, into Common Stock of DT INDUSTRIES, INC. Calpine Corporation in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any holderHolder, upon the exercise of its conversion rights in accordance with the terms of the Indenture and the Security, agrees to be bound by the terms of the Registration Registrations Rights Agreement relating to the Common Stock issuable upon conversion of the Securities. Date: , in whole __ Portions of Security to be converted ($50 or integral multiples thereof): $ ---------------------- ----------------------------------------- $_________________ ------------------------------------------------------ Signature (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number ----------------------------------------- ----------------------------------------- ----------------------------------------- ------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ Signature Guarantee: 6/ ----------------- ------------------- 6/ Guarantee:(5) -------------------------- (Signature 5)(Signature must be guaranteed by an "eligible guarantor institution" that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.) 101 EXHIBIT A-2 FORM OF EXCHANGE SECURITY [FORM OF FACE OF SECURITY] DT INDUSTRIES, INC.B REMARKETING AGREEMENT