Common use of Election to Convert Clause in Contracts

Election to Convert. To American Skiing Company The undersigned owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion below designated, into Series D Preferred Stock of American Skiing Company in accordance with the terms of the Indenture referred to in this 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 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. Date: ----------------------------- in whole ___ Portions of Accreted Value of the Note to be converted (with $100 Original Issue Price or integral multiples thereof): $ ____________ Signature ________________________________________ Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number Signature Guarantee: * ________________________________________ * Signature must be guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange. However, 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 decreases in the 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 "NOTES") 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 Notes is $ . In connection with such request, the Transferor does hereby certify that such transfer has been effected in accordance with (i) the transfer restrictions set forth in the Notes and (ii) that:

Election to Convert. To American Skiing Company To: Akamai Technologies, Inc. The undersigned owner of this Note hereby irrevocably exercises exercise the option to convert this Note, or the portion below designated, into Series D Preferred Common Stock of American Skiing Company Akamai Technologies, Inc. in accordance with the terms of the Indenture referred to in this Note, 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 holder of Notes, upon the exercise of its conversion rights in accordance with the terms of the Indenture and the Note, agrees to be bound by the terms of the Registration Rights Agreement relating to the Common Stock issuable upon conversion of the Notes. Date: ----------------------------- in whole ___ In Whole [ ] In Part [ ] as follows: Portions of Accreted Value of the Note to be converted (with $100 Original Issue Price 1,000 or integral multiples thereof): $ $____________ _______________________________ Signature ________Please print or Typewrite Name and Address, Including Zip code, and Social Security or Other Identifying Number: ________________________________ Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number Signature Guarantee: * ________________________________________ ________________________________ Signature Guarantee:*___________ * Signature must be guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange. However, this guarantee is not required so long as the Purchaser holds the Note. [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE A Exchange SCHEDULE OF ORIGINAL ISSUE PRICE PRINCIPAL AMOUNT The original issue price initial principal amount of this Global Note shall be $ . The following increases or decreases in the Original Issue Price (as defined in the Indenture) principal amount of this Global Note have been made: Amount of decrease Signature of authorized in principal 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 amount of this Price in principal amount Principal amount of this officer of Trustee or Notes decrease of Trustee or Global Note of this Global Note this Global Note Global Note Notes Custodian increase ---------------------------------------------------------------------------------------------------------- EXHIBIT B FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RULE 144A Securities Custodian A-32 00 XXXXXX XXXHNOLOGIES, INC. 5-1/2% CONVERTIBLE SUBORDINATED NOTE DUE 2007 ACCREDITED INVESTOR GLOBAL NOTE OR RESTRICTED NOTE TO REGULATION S GLOBAL NOTE No. A-1 CUSIP No. _______ $________________ Akamai Technologies, Inc., a Delaware corporation (Transfers pursuant to Section 2.06(a)(ii) or 2.06(a)(vii) of the Indenture) [Name of Trustee] as Trustee [Address] Attn: Re: American Skiing Company 11.3025% Convertible Subordinated Notes due 2007 (hereinafter called the "NOTESCompany") , which term includes any successors under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________________ dollars ($___________), on ______________, 2007. Interest Payment Dates: July 1 and January 1: commencing January 1, 2001. Record Dates: June 15 and December 15. Reference is hereby made to the Indenturefurther provisions of this Note hereinafter set forth, dated which will, for all purposes, have the same effect 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 Notes is $ . In connection with such request, the Transferor does hereby certify that such transfer has been effected in accordance with (i) the transfer restrictions if set forth in the Notes and (ii) that:at this place.

Election to Convert. To American Skiing Company To: Calpine Corporation The undersigned owner of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or the portion below designated, into Series D Preferred Common Stock of American Skiing Company Calpine Corporation in accordance with the terms of the Indenture referred to in this NoteSecurity, 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 Accreted Value of the Note Security to be converted (with $100 Original Issue Price 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: * ________________________________________ * Guarantee:(5) ---------------------- ----------------- (5) (Signature must be guaranteed by an "eligible guarantor institution" that is, a commercial bank, trust company stockbroker, savings and loan association or member firm credit union meeting the requirements of the New York Stock Exchange. HoweverRegistrar, 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 which requirements include membership or decreases participation in the Original Issue Price Securities Transfer Agents Medallion Program (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"STAMP") or 2.06(a)(vii) of such other "signature guarantee program" as may be determined by the Indenture) [Name of Trustee] as Trustee [Address] Attn: Re: American Skiing Company 11.3025% Convertible Subordinated Notes due 2007 (the "NOTES") Reference is hereby made to the IndentureRegistrar in addition to, dated as of July __or in substitution for, 2001 (the "INDENTURE")STAMP, 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 Notes is $ . In connection with such request, the Transferor does hereby certify that such transfer has been effected all in accordance with (ithe Securities Exchange Act of 1934, as amended.) the transfer restrictions set forth in the Notes and (ii) that:EXHIBIT B REMARKETING AGREEMENT

Election to Convert. To American Skiing Company To: Calpine Corporation The undersigned owner of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or the portion below designated, into Series D Preferred Common Stock of American Skiing Company Calpine Corporation in accordance with the terms of the Indenture referred to in this NoteSecurity, 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 Registrations Rights Agreement relating to the Common Stock issuable upon conversion of the Securities. Date: ----------------------------- in whole ___ Portions of Accreted Value of the Note Security to be converted (with $100 Original Issue Price 50 or integral multiples thereof): $ ____________ Signature _______________________$_________________ ------------------------------------------------------ Signature (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number ------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ Signature Guarantee: * ________________________________________ * Signature Guarantee:(5) -------------------------- (5)(Signature must be guaranteed by an "eligible guarantor institution" that is, a commercial bank, trust company stockbroker, savings and loan association or member firm credit union meeting the requirements of the New York Stock Exchange. HoweverRegistrar, 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 which requirements include membership or decreases participation in the Original Issue Price Securities Transfer Agents Medallion Program (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"STAMP") or 2.06(a)(vii) of such other "signature guarantee program" as may be determined by the Indenture) [Name of Trustee] as Trustee [Address] Attn: Re: American Skiing Company 11.3025% Convertible Subordinated Notes due 2007 (the "NOTES") Reference is hereby made to the IndentureRegistrar in addition to, dated as of July __or in substitution for, 2001 (the "INDENTURE")STAMP, 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 Notes is $ . In connection with such request, the Transferor does hereby certify that such transfer has been effected all in accordance with (ithe Securities Exchange Act of 1934, as amended.) the transfer restrictions set forth in the Notes and (ii) that:101 EXHIBIT B REMARKETING AGREEMENT

Election to Convert. To American Skiing Company To: Coeur D'Alene Mines Corporation The undersigned owner of this Note $________ 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 the Convertible Note, or the portion below designated, into Series D Preferred Common Stock of American Skiing Company Coeur D'Alene Mines Corporation in accordance with the terms of the Indenture referred Indentxxx xxxxxxxd to in this the 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 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. Date: ----------------------------- in whole ___ Portions Amount of Accreted Value of the Convertible Note to be converted (with $100 Original Issue Price 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: * ________________________________________ * Guarantee4 --------------- 4 Signature must be guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange. HoweverFACE OF NOTE GLOBAL SECURITIES LEGEND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, this guarantee is not required so long as the Purchaser holds the NoteA 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 ATTACHED LIMITED TO GLOBAL NOTES] SCHEDULE A SCHEDULE OF ORIGINAL ISSUE PRICE The original issue price of this Global Note shall be $ TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. The following increases or decreases in the 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 No. R-3 Cusip No. 192108 AX0 XXXXX X'XXXXX XXXXX XXXXXXXXXXX 00-0/0% XXXXXXXXXXX XXXXXX XXXXXXXNATED 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 DUE 2003 COEUR D'ALENE MINES CORPORATION Coeur D'Alene Mines Corporation, an Xxxxx xxxxxration (the "NOTESCompany") promxxxx xx xxx to Cede & Co. or registered assigns, the principal sum indicated on Schedule A hereof on December 31, 2003, and to pay interest thereon in the 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 Indenture, dated as further provisions 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 this Convertible 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 Notes is $ . In connection with such request, the Transferor does hereby certify that such transfer has been effected in accordance with (i) the transfer restrictions set forth in on the Notes and (ii) that:reverse hereof which further provisions shall for all purposes have the same effect as if set forth at this place.

Election to Convert. To American Skiing Company To: DT Industries, Inc. The undersigned owner of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or the portion below designated, into Series D Preferred Common Stock of American Skiing Company DT INDUSTRIES, INC. in accordance with the terms of the Indenture referred to in this NoteSecurity, 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 Accreted Value of the Note Security to be converted (with $100 Original Issue Price 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 commercial bank, trust company stockbroker, savings and loan association or member firm credit union meeting the requirements of the New York Stock Exchange. HoweverRegistrar, 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 which requirements include membership or decreases participation in the Original Issue Price Securities Transfer Agents Medallion Program (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"STAMP") or 2.06(a)(vii) of such other "signature guarantee program" as may be determined by the Indenture) [Name of Trustee] as Trustee [Address] Attn: Re: American Skiing Company 11.3025% Convertible Subordinated Notes due 2007 (the "NOTES") Reference is hereby made to the IndentureRegistrar in addition to, dated as of July __or in substitution for, 2001 (the "INDENTURE")STAMP, 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 Notes is $ . In connection with such request, the Transferor does hereby certify that such transfer has been effected all in accordance with (ithe Securities Exchange Act of 1934, as amended.) the transfer restrictions set forth in the Notes and (ii) that:EXHIBIT A-2 FORM OF EXCHANGE SECURITY [FORM OF FACE OF SECURITY] DT INDUSTRIES, INC.

Election to Convert. To American Skiing Company NTL Incorporated The undersigned owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion below designated, into Series D Preferred Common Stock of American Skiing Company NTL Incorporated in accordance with the terms of the Indenture referred to in this 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 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 of Notes, upon the exercise of its conversion rights in accordance with the terms of the Indenture and the Note, agrees to be bound by the terms of the Registration Rights Agreement relating to the Common Stock issuable upon conversion of the Notes. Date: ----------------------------- in whole ___ Portions of Accreted Value of the Note to be converted (with $100 Original Issue Price 1,000 or integral multiples thereof): $ $______________ Signature ________________________________________ Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number Signature Guarantee: * ________________________________________________ ________________________________________________ ________________________________________________ Signature Guarantee: * ________________________ * Signature must be guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange. However, 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 PRINCIPAL AMOUNT The original issue price initial principal amount of this Global Note shall be $ $__________________. The following increases or decreases in the Original Issue Price (as defined in the Indenture) principal amount of this Global Note have been made: Amount of decrease in Amount of increase Principal amount of Signature of Date of exchange Amount principal amount of decrease in in Original Issue Original Issue principal amount this Global Note authorized officer following such Original Issue Price Price this Global Note of this Price of this Global Note of Trustee or Notes decrease or of this Global Note Global Note Global Note increase 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 (Section) 2.06(a)(ii) or 2.06(a)(vii2.06(a)(vi) of the Indenture) [Name of Trustee] The Chase Manhattan Bank, as Trustee [Address] Attn450 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxn: Capital Markets Fiduciary Services Re: American Skiing Company 11.3025NTL Incorporated 5-3/4% Convertible Subordinated Notes due 2007 2009 (the "NOTES") Reference is hereby made to the Indenture, dated as of July __December 22, 2001 1999 (the "INDENTURE"), between American Skiing CompanyNTL Incorporated, as Issuer, and The Chase Manhattan Bank, as Trustee. This letter relates to $[ ] [check one] (i) [ ] aggregate Accreted Value principal amount of Notes which are held in the form of the Rule 144A Global Note (CUSIP No. 629400XX0) with xxth the Depositary or (ii) [ ] Accreted Value principal amount 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 Notes is $ . In connection with such request, the Transferor does hereby certify that such transfer has been effected in accordance with (i) the transfer restrictions set forth in the Notes and (ii) that: