International Game Technology 3.25% Convertible Notes Due 2014

Stock issuable upon conversion thereof.  The Preliminary Offering Circular, as amended or supplemented at the Applicable Time (as defined herein), together with the Final Term Sheet (as defined herein) and any other oral information and/or writings that the parties expressly agree in writing (as set forth on Schedule II hereto) to treat as part of the Disclosure Package (“Issuer Written Information”), is hereinafter referred to as the “Disclosure Package”.  Any reference to the Preliminary Offering Circular, the Disclosure Package or the Offering Circular shall be deemed to refer to and include the Company’s Annual Report on Form 10-K for the year ended September 30, 2008 (the “Form 10-K”), the Quarterly Report on Form 10-Q for the quarter ended December 31, 2008, as amended by the Form 10-Q/A filed on February 17, 2009 (the “Form 10-Q”), the definitive Proxy Statement on Schedule 14A, filed with the Commission on January 15, 2008, and all other documents filed subsequent to the Form 10-K with the United States Securities and Exchange Commission (the “Commission”) pursuant to Section 13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or prior to the date of the Preliminary Offering Circular, the Disclosure Package or the Offering Circular, as the case may be, and any reference to the Preliminary Offering Circular, the Disclosure Package or the Offering Circular, as the case may be, as amended or supplemented, as of any specified date, shall be deemed to include (i) any documents filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the Preliminary Offering Circular, the Disclosure Package or the Offering Circular, as the case may be, and prior to such specified date and (ii) any Additional Issuer Information (as defined in Section 5(f)) furnished by the Company prior to the completion of the distribution of the Securities; and all documents filed under the Exchange Act and so deemed to be included in the Preliminary Offering Circular, the Disclosure Package or the Offering Circular, as the case may be, or any amendment or supplement thereto are hereinafter called the “Exchange Act Reports”.  The Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder; and no such documents were filed with the Commission since the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement except for the Company’s Current Report on Form 8-K filed with the Commission on the date of this Agreement.  The Preliminary Offering Circular and the Offering Circular and any amendments or supplements thereto and the Exchange Act Reports did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided ,  however , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Purchaser through the Representative expressly for use therein;

(b)                                  The Disclosure Package as of 5:00 p.m. (Eastern time) on the date hereof (the “Applicable Time”) will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided ,  however , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Purchaser through the Representative expressly for use therein;

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(c)                                   (i) Neither (X) any Issuer Written Information nor (Y) the electronic road show posted on Net Roadshow on May 4, 2009 to the extent that it is a “written communication” (within the meaning of Rule 433(d)(8)(i) under the Act), conflicts with the information contained in the Preliminary Offering Circular, as amended or supplemented at the Applicable Time, or the Offering Circular and (ii) neither (X) any such Issuer Written Information, as supplemented by and taken together with the Disclosure Package as of the Applicable Time nor (Y) the road show referred to in clause (i)(Y) above, as supplemented by and taken together with the Disclosure Package as of the Applicable Time (such road show, taken together with the Disclosure Package, the “Road Show”), includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided ,  however , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Purchaser through the Representative expressly for use therein;

(d)                                  Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Disclosure Package and the Offering Circular any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Disclosure Package and the Offering Circular; and, since the respective dates as of which information is given in the Disclosure Package and the Offering Circular, there has not been any change in the capital stock (other than issuances of Common Stock pursuant to existing employment agreements, stock option and other employee benefit plans and repurchases of Common Stock pursuant to the Company’s stock repurchase program) or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as whole, otherwise than as set forth or contemplated in the Disclosure Package and the Offering Circular;

(e)                                   The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Disclosure Package and the Offering Circular or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property, equipment and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such real property, equipment and buildings by the Company and its subsidiaries;

(f)                                     The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of Nevada, with power and authority (corporate and other) to own its properties and conduct its business as described in the Disclosure Package and the Offering Circular, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or

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conducts any business so as to require such qualification, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the business, financial condition, prospects or results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”); and each subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect;

(g)                                  The Company has an authorized capitalization as set forth in the Disclosure Package and the Offering Circular, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; the shares of Stock initially issuable upon conversion of the Securities have been duly and validly authorized and reserved for issuance and, when issued and delivered in accordance with the provisions of the Securities and the Indenture referred to below, will be duly and validly issued, fully paid and non-assessable, will conform to the description of the Stock contained in the Disclosure Package and the Offering Circular; the issuance of the Stock issuable upon conversion of the Securities will not be subject to any preemptive or similar rights; and all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable (except that with respect to foreign subsidiaries, this representation is limited to the extent the concepts of fully paid and non-assessable are not recognized under the laws of their respective jurisdiction of incorporation) and (except for directors’ qualifying shares and that with respect to the Company’s subsidiaries in Argentina and Iceland, a nominal number of shares are held by citizens of such jurisdictions as required by the laws of such jurisdictions) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims;

(h)                                  The Securities have been duly authorized and, when issued and delivered pursuant to this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the indenture to be dated as of May 11, 2009 (the “Indenture”) between the Company and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), under which they are to be issued and will be convertible into Stock in accordance with their terms and the Indenture; the Securities will rank equal in right of payment with all of the Company’s other unsecured and unsubordinated indebtedness; the Indenture has been duly authorized and, when executed and delivered by the Company and the Trustee, the Indenture will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Securities and the Indenture will conform in all material respects to the descriptions thereof in the Disclosure Package and the Offering Circular;

(i)                                      This Agreement has been duly authorized, executed and delivered by the Company;

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(j)                                      The Hedge and Warrant Documentation has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Hedge and Warrant Documentation will conform in all material respects to the descriptions thereof in the Disclosure Package and the Offering Circular;

(k)                                   None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Securities) or the Hedge and Warrant Documentation will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including without limitation Regulations T, U and X of the Board of Governors of the Federal Reserve System;

(l)                                      Except as described in the Disclosure Package and the Offering Circular, each of the Company and its subsidiaries possesses such licenses, certificates, authorizations, approvals, franchises, permits or other rights and all authorizations from all Federal, state or other governmental entities or agencies (including, without limitation, any agency established by a federally recognized Indian tribe to regulate gaming on such tribe’s reservation) which have, or may at any time have, jurisdiction over the activities of the Company or any of its subsidiaries or any successor to such authority, including without limitation any such governmental entities or agencies, which has, or may at any time have, jurisdiction over the gaming activities of the Company or any of its subsidiaries (the “Gaming Authorities”), as are currently necessary (i) to own its property and conduct in all material respects the business now operated by it, (ii) for the Company to execute, deliver and perform this Agreement, the Indenture and the Hedge and Warrant Documentation and (iii) to consummate the transactions contemplated hereby and thereby; except as described in the Disclosure Package and the Offering Circular, neither the Company nor any of its subsidiaries has received any notice of proceedings or has knowledge that any proceedings are pending or threatened, relating to the revocation or modification of any such license, certificate, authorization, approval, franchise, permit or other right which, individually or in the aggregate, would be reasonably expected to have a Material Adverse Effect; except as described in the Disclosure Package and the Offering Circular, to the best knowledge of the Company, no Gaming Authority is investigating the Company, its subsidiaries or its affiliates, officers, directors, stockholders or other related parties, other than in ordinary course administrative reviews; all of the officers and directors of the Company have complied with all necessary suitability and qualification requirements of all Gaming Authorities and the Company has not received any notice of any pending revocation of, or investigation with respect to, any such qualification or suitability finding;

(m)                                Prior to the date hereof, neither the Company nor any of its affiliates has taken any action which is designed to or which has constituted or which might have been expected to cause or result in stabilization or manipulation of the price of any security of the Company in connection with the offering of the Securities;

(n)                                  Subject to the accuracy of the representations and warranties of the Purchasers in Section 3 hereof, the issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture, the Hedge and Warrant Documentation and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or

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violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, or (ii) the provisions of the Certificate of Incorporation or By-laws of the Company or (iii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties (including, without limitation, any laws, rules or regulations of any Gaming Authority), except, with respect to clauses (i) and (iii), to the extent such breach, conflict, violation or default would not reasonably be expected to have a Material Adverse Effect;

(o)                                  No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body, including Gaming Authorities, is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement, the Indenture or the Hedge and Warrant Documentation, except for such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Purchasers, and such other approvals as have been duly obtained and are in full force and effect;

(p)                                  Neither the Company nor any of its subsidiaries is in violation of (i) its Certificate of Incorporation or By-laws or (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except with respect to clause (ii) to the extent such default would not reasonably be expected to have a Material Adverse Effect;

(q)                                  The statements set forth in the Disclosure Package and the Offering Circular (i) under the captions “Description of Notes”, “Description of Common Stock” and “Plan of Distribution”, insofar as they purport to constitute a summary of the terms of the Securities, the Stock and this Agreement, respectively, and (ii) under the caption “Certain United States Federal Income Tax Consequences”, insofar as they purport to describe the provisions of the tax laws referred to therein, are accurate and complete in all material respects;

(r)                                     Other than as set forth in the Disclosure Package and the Offering Circular, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which would individually or in the aggregate reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, no Gaming Authority or any other governmental agencies are investigating the Company or any related party, other than in ordinary course administrative reviews or in any ordinary course review of the transactions contemplated hereby; and, to the best of the Company’s knowledge, no such legal or governmental or Gaming Authority proceedings are threatened;

(s)                                   When the Securities are issued and delivered pursuant to this Agreement, the Securities will not be of the same class (within the meaning of Rule 144A under the United States Securities Act of 1933, as amended (the “Act”)) as securities which are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system;

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(t)                                     The Company is subject to and in compliance in all material respects with the requirements of Section 13 or 15(d) of the Exchange Act; and the Company has made all filings required by the Commission in a timely manner to ensure the availability of Form S-3;

(u)                                  The Company is not, and after giving effect to the offering and sale of the Securities and the application of the net proceeds thereof as contemplated in the Disclosure Package and the Offering Circular, will not be an “investment company”, as such term is defined in the United States Investment Company Act of 1940, as amended (the “Investment Company Act”);

(v)                                  Neither the Company or any affiliate of the Company, nor any person acting on its or their behalf, has offered or sold the Securities by means of any general solicitation or general advertising within the meaning of Rule
502(c) under the Act;

(w)                                It is not necessary in connection with the offer, sale and delivery of the Securities to the Purchasers in the manner contemplated by this Agreement to register the Securities under the Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended;

(x)                                    Within the preceding six months, neither the Company nor any other person acting on behalf of the Company has offered or sold to any person any Securities, or any securities of the same or a similar class as the Securities, other than Securities offered or sold to the Purchasers hereunder.  The Company will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Act) of any Securities or any substantially similar security issued by the Company, within six months subsequent to the date on which the distribution of the Securities has been completed (as notified to the Company by the Representative), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Securities in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Act;

(y)                                  Deloitte & Touche LLP, which has audited certain financial statements of the Company and its subsidiaries and has audited the Company’s internal control over financial reporting, is an independent registered public accounting firm as required by the Act and the rules and regulations of the Commission thereunder;

(z)                                    Except as disclosed in the Disclosure Package and the Offering Circular, and except as would not reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries own, or have valid, binding and enforceable licenses or other rights to use, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects and other like restrictions, all Intellectual Property (as defined below) necessary to conduct the business of the Company and its subsidiaries in the manner presently conducted, without any conflict with the rights of others; “Intellectual Property” means all patents, patent applications, trademarks, trademark applications, trade names, service marks, service names, copyrights, trade secrets, know how (including all unpatented or unpatentable proprietary or confidential information, systems or procedures), technology, inventions, designs, processes, methods, technical data and information or other intangible asset, other proprietary intellectual property right or any license or other right to use any of the foregoing;

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(aa)                             The Company and each of its subsidiaries maintain (i) effective internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) as described in the Form 10-K and (ii) a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

(bb)                           Since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;

(cc)                             The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that is effective at the reasonable assurance level as described in the Form 10-K and that is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.  The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures of the end of the Company’s last completed fiscal quarter;

(dd)                           There is and has been no material failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith;

(ee)                             Neither the Company nor any of its subsidiaries or affiliates, nor any director, officer, or employee, nor, to the Company’s knowledge, any agent or representative of the Company or of any of its subsidiaries or affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and the Company and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein;

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(ff)                                 The operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened; and

(gg)                           (i) Neither the Company nor any of its subsidiaries (collectively, the “Entity”) is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”) or Her Majesty’s Treasury (“HMT”) (collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria); (ii) the Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:  (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise); and (iii) the Entity represents and covenants that it has not knowingly engaged in, is not now knowingly engaged in, and will not knowingly engage prior to the completion of the offering in, any dealings or transactions with any Person, or in any country or territory, in violation of Sanctions.

2.                                        Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.0% of the principal amount thereof, the principal amount of Securities set forth opposite the name of such Purchaser in Schedule I hereto.

The Company hereby grants an option to the several Purchasers to purchase, severally and not jointly, at their election (exercised jointly through the Representative) up to $125,000,000 aggregate principal amount of Optional Securities, at the purchase price set forth in the first paragraph of this Section 2.  Any such election to purchase Optional Securities may be exercised in whole or from time to time in part by written notice from you through the Representative to the Company, setting forth the aggregate principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you, but in no event earlier than three business days after the date of such notice (unless otherwise agreed between the Company and the Representative) or prior to the First Time of Delivery (as defined below) and in any event no later than the last day in the 13-day period commencing on and including the First Time of Delivery (as defined below).

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3.                                        Upon the authorization by you of the release of the Securities, the several Purchasers agree to offer the Securities for sale upon the terms and conditions set forth in this Agreement, the Disclosure Package and the Offering Circular, and each Purchaser hereby represents and warrants to, and agrees with, the Company, severally and not jointly, that:

(a)                                   It will offer and sell the Securities only to persons who it reasonably believes are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A under the Act in transactions meeting the requirements of Rule 144A;

(b)                                  It will not offer or sell the Securities by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Act; and

(c)                                   Without the prior written consent of the Company, it will not use, authorize use of, refer to or participate in the planning for use of, any material that would be deemed to be a “free writing prospectus” under the Act if the offer or sale of the Securities or Stock were registered under the Act;  provided  that such material shall not include the Disclosure Package, the Offering Circular and any other offering materials prepared by or with the prior consent of the Company; and, provided ,  further , that the Purchasers may send customary notices in respect of the offering of the Securities through the Bloomberg system.

4.                                        (a)                                   The Securities to be purchased by each Purchaser hereunder will be represented by one or more definitive global Securities in book-entry form which will be deposited by or on behalf of the Company to the Representative, through the facilities of The Depository Trust Company (“DTC”) or its designated custodian.  The Company will deliver the Securities for the account of each Purchaser, against payment by or on behalf of such Purchaser of the purchase price therefor by wire transfer of Federal (same-day) funds, by causing DTC to credit the Securities to the account of such Purchaser.  The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) at the office of DTC or its designated custodian (the “Designated Office”).  The time and date of such delivery and payment shall be, with respect to the Firm Securities, 9:30 a.m., New York City time, on May 11, 2009 or such other time and date as the Representative and the Company may agree upon in writing, and, with respect to the Optional Securities, 9:30 a.m., New York City time, on the date specified by the Representative in the written notice given by the Representative of the election to purchase such Optional Securities, or such other time and date as the Representative and the Company may agree upon in writing, provided that the Second Time of Delivery (as defined below), if any, shall be within the 13-day period commencing on and including the First Time of Delivery.  The time and date for delivery of the Firm Securities is herein called the “First Time of Delivery”, the time and date for delivery of the Optional Securities, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”.

(b)                                  The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross-receipt for the Securities and any additional documents requested by the Representative pursuant to Section 7(k) hereof, will be delivered at such time and date at the offices of Cleary

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Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York (the “Closing Location”), and the Securities will be delivered at the Designated Office, all at the Time of Delivery.  A meeting will be held at the Closing Location at 2:00 p.m., New York City time, on the business day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto.

5.                                        The Company agrees with each of the Purchasers:

(a)                                   To prepare the Preliminary Offering Circular, the Disclosure Package and the Offering Circular in a form approved by you; to make no amendment or any supplement to any of the foregoing which shall be disapproved by you promptly after reasonable notice thereof; and to furnish you with copies thereof;

(b)                                  Promptly from time to time to take such action as you may reasonably request to qualify the Securities and the shares of Stock issuable upon conversion of the Securities for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(c)                                   To furnish the Purchasers with copies of the Preliminary Offering Circular, the Disclosure Package and the Offering Circular and each amendment or supplement thereto and additional written and electronic copies thereof in such quantities as you may from time to time reasonably request, and if, at any time prior to the expiration of nine months after the date of the Offering Circular, any event shall have occurred as a result of which the Offering Circular as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Offering Circular is delivered, not misleading, or, if for any other reason it shall be necessary or desirable during such same period to amend or supplement the Offering Circular, to notify you and upon your request to prepare and furnish without charge to you and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Offering Circular or a supplement to the Offering Circular which will correct such statement or omission or effect such compliance;

(d)                                  During the period beginning from the date hereof and continuing until the date 90 days after the Time of Delivery, not to offer, sell, contract to sell or otherwise dispose of, or file (or participate in the filing of) a registration statement with the Commission with respect to, except as provided hereunder, any securities of the Company that are substantially similar to the Securities or the Stock, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities, without your prior written consent, except (i) the Company may issue Stock pursuant to existing employment agreements, stock option and other employee benefit plans consistent with past practices and (ii) the Company may contract to issue Stock in connection with an acquisition, provided that (A) no actual issuance of Stock shall take place within such 90-day period and (B) such contract does not relate to a number of shares of Stock in excess of 10% of the Company’s market capitalization at that time.

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(e)                                   Not to be or become, at any time prior to the expiration of the earlier to occur of (i) the date on which none of the Securities are restricted securities within the meaning of Rule 144 under the Act and (ii) one year after the last Time of Delivery, an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act;

(f)                                     At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, for the benefit of holders from time to time of Securities, to furnish at its expense, upon request, to holders of Securities and prospective purchasers of securities information (the “Additional Issuer Information”) satisfying the requirements of subsection
(d)(4)(i) of Rule 144A under the Act;

(g)                                  To furnish to the holders of the Securities as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the date of the Offering Circular), to make available to its stockholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail; provided that the Company shall have satisfied this obligation to the extent its annual reports on Form 10-K and quarterly reports on Form 10-Q are timely filed on EDGAR;

(h)                                  (i) During a period of three years from the date of the Offering Circular, to furnish to you copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to deliver to you as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any securities exchange on which the Securities or any class of securities of the Company is listed (or, if the Securities are not subject to filing requirements, such information as is required by Rule 144A under the Act), provided that any document filed on EDGAR shall be deemed delivered; and (ii) prior to the completion of the distribution of the Securities by the Purchasers, to furnish to you from time to time as you may reasonably request, any additional information to update or confirm the information previously provided to you concerning the business and financial condition of the Company;

(i)                                      During the period of twelve months after the Time of Delivery, the Company will not, and will not permit any of its “affiliates” (as defined in Rule 144 under the Act) to, resell any of the Securities which constitute “restricted securities” under Rule 144 that have been reacquired by any of them;

(j)                                      To use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Disclosure Package and the Offering Circular under the caption “Use of Proceeds”;

(k)                                   To reserve and keep available at all times, free of preemptive rights, shares of Stock (which shares shall be on the same terms as the Company’s authorized and issued common stock) for the purpose of enabling the Company to satisfy any obligations to issue shares of its Stock upon conversion of the Securities;

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(l)                                      To use its best efforts to list, subject to notice of issuance, the shares of Stock issuable upon conversion of the Securities on the New York Stock Exchange;

(m)                                Without the prior written consent of the Representative, the Company will not use, authorize use of, refer to or participate in the planning for use of, any material that would be deemed to be a “free writing prospectus” under the Act if the offer or sale of the Securities or Common Stock were registered under the Act; provided that such material shall not include the Disclosure Package, the Offering Circular and any other offering materials prepared by or with the prior consent of the Representative;

(n)                                  That any Issuer Written Information the use of which has been consented to by the Company and the Representative is listed on Schedule II hereto; and

(o)                                  To prepare a final term sheet, containing solely a description of the Securities and the offering thereof, in the form approved by you and attached as Annex I hereto (the “Final Term Sheet”).

6.                                        The Company covenants and agrees with the several Purchasers that the Company will pay or cause to be paid the following:  (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the issue of the Securities and the shares of Stock issuable upon conversion of the Securities and all other expenses in connection with the preparation, printing and (if required) filing of the Preliminary Offering Circular, the materials contained in the Disclosure Package and the Offering Circular and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Purchasers and dealers; (ii) the cost of printing or producing this Agreement, the Indenture, the Hedge and Warrant Documentation, the Blue Sky and Legal Investment Memoranda, if any, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities and the shares of Stock issuable upon conversion of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees and disbursements of counsel for the Purchasers in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) all costs and expenses incident to the Road Show; (vii) the fees and expenses of the Trustee and any agent