ex10-28.htm


    Exhibit
10.29

    Execution
Copy


     

    Deutsche Bank 

     

    Opening
Transaction

    
      	
              To:

            	
              International
      Game Technology

              9295
      Prototype Drive

              Reno,
      Nevada 89521

               

            
	
              From:

            	
              Deutsche
      Bank AG, London Branch

              c/o
      Deutsche Bank Securities Inc.

              60
      Wall Street

              New
      York, NY 10005

               

            
	
              Re:

            	
              Issuer
      Warrant Transaction

               

            
	
              Ref.
      No:

            	
              329139

               

            
	
              Date:

            	
              May 5, 2009

            


    

    
       

      
        
          

        

      

    

     

    Dear
Sir(s):

    


    The
purpose of this communication (this “Confirmation”)
is to set forth the terms and conditions of the above-referenced transaction
entered into on the Trade Date specified below (the “Transaction”)
between Deutsche Bank AG, London Branch (“Dealer”) and International
Game Technology (“Issuer”). This communication
constitutes a “Confirmation” as
referred to in the ISDA Master Agreement specified below.

     

    DEUTSCHE
BANK AG, LONDON BRANCH IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S.
SECURITIES EXCHANGE ACT OF 1934.  DEUTSCHE BANK SECURITIES INC.
(“DBSI”) HAS ACTED SOLELY AS AGENT IN CONNECTION WITH THE TRANSACTION AND HAS NO
OBLIGATION, BY WAY OF ISSUANCE, ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT
TO THE PERFORMANCE OF EITHER PARTY UNDER THE TRANSACTION.  AS SUCH,
ALL DELIVERY OF FUNDS, ASSETS, NOTICES, DEMANDS AND COMMUNICATIONS OF ANY KIND
RELATING TO THIS TRANSACTION BETWEEN DEUTSCHE BANK AG, LONDON BRANCH, AND ISSUER
SHALL BE TRANSMITTED EXCLUSIVELY THROUGH DEUTSCHE BANK SECURITIES INC. DEUTSCHE
BANK AG, LONDON BRANCH IS NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION
CORPORATION (SIPC).

     

     

     

     

     

    
      
        	
                Chairman
      of the Supervisory Board: Clemens
      Börsig

                Board
      of Managing Directors: Hermann-Josef Lamberti, Josef Ackermann, Dr. Hugo
      Banziger, Anthony DiIorio

              	 
      	
                Deutsche
      Bank AG is regulated by the FSA for the conduct of designated investment
      business in the UK, is a member of the London Stock Exchange and is a
      limited liability company incorporated in the Federal Republic of Germany
      HRB No. 30 000 District Court of Frankfurt am Main; Branch Registration
      No. in England and Wales BR000005, Registered address: Winchester House, 1
      Great Winchester Street, London EC2N
2DB.

              


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.      This
Confirmation is subject to, and incorporates, the definitions and provisions of
the 2006 ISDA Definitions (the “2006
Definitions”) and the definitions and provisions of the 2002 ISDA Equity
Derivatives Definitions (the “Equity
Definitions”, and together with the 2006 Definitions, the “Definitions”),
in each case as published by the International Swaps and Derivatives
Association, Inc. (“ISDA”).  In
the event of any inconsistency between the 2006 Definitions and the Equity
Definitions, the Equity Definitions will govern.  For purposes of the
Equity Definitions, each reference herein to a Warrant shall be deemed to be a
reference to a Call Option or an Option, as context requires.

     

    Each
party is hereby advised, and each such party acknowledges, that the other party
has engaged in, or refrained from engaging in, substantial financial
transactions and has taken other material actions in reliance upon the parties’
entry into the Transaction to which this Confirmation relates on the terms and
conditions set forth below.

     

    This
Confirmation evidences a complete and binding agreement between Dealer and
Issuer as to the terms of the Transaction to which this Confirmation
relates.  This Confirmation shall be subject to an agreement (the
“Agreement”) in the form
of the 1992 ISDA Master Agreement (Multicurrency—Cross Border) as if Dealer and
Issuer had executed an agreement in such form on the date hereof (but without
any Schedule except for (i) the election of Loss and Second Method and US
Dollars (“USD”) as the
Termination Currency, (ii) the replacement of the word “third” in the last line
of Section 5(a)(i) of the Agreement with the word “first”, (iii) the election
that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement shall
apply to Issuer with a “Threshold Amount” of USD25 million; provided that Section
5(a)(vi)(1) of the Agreement is amended by deleting the phrase “, or becoming
capable at such time of being declared,” and (iv) such other elections as set
forth in this Confirmation).

     

    All
provisions contained in, or incorporated by reference to, the Agreement will
govern this Confirmation except as expressly modified herein.  In the
event of any inconsistency between this Confirmation and either the Definitions
or the Agreement, this Confirmation shall govern.

     

    The
Transaction hereunder shall be the sole Transaction under the
Agreement.  If there exists any ISDA Master Agreement between Dealer
and Issuer or any confirmation or other agreement between Dealer and Issuer
pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and
Issuer, then notwithstanding anything to the contrary in such ISDA Master
Agreement, such confirmation or agreement or any other agreement to which Dealer
and Issuer are parties, the Transaction shall not be considered a Transaction
under, or otherwise governed by, such existing or deemed ISDA Master
Agreement.

     

    2.      The
Transaction is a Warrant Transaction, which shall be considered a Share Option
Transaction for purposes of the Equity Definitions.  The terms of the
particular Transaction to which this Confirmation relates are as
follows:

     

    General
Terms:

     

    
      	
               
      

            	
              Trade
      Date:

            	
              May
      5, 2009

            


    

     

    
      	
               
      

            	
              Effective
      Date:

            	
              May
      11, 2009 or such other date as agreed between the parties, subject to
      Section 8(k) below.

            


    

     

    
      	
               
      

            	
              Components:

            	
              The
      Transaction will be divided into individual Components, each with the
      terms set forth in this Confirmation, and, in particular, with the Number
      of Warrants and Expiration Date set forth in this
      Confirmation.  The payments and deliveries to be made upon
      settlement of the Transaction will be determined separately for each
      Component as if each Component were a separate Transaction under the
      Agreement.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    
      	
               
      

            	
              Warrant
      Style:

            	
              European

            


    

     

    
      	
               
      

            	
              Warrant
      Type:

            	
              Call

            


    

     

    
      	
               
      

            	
              Seller:

            	
              Issuer

            


    

     

    
      	
               
      

            	
              Buyer:

            	
              Dealer

            


    

     

    
      	
               
      

            	
              Shares:

            	
              The
      Common Stock of Issuer, par value USD0.00015625 (Ticker Symbol:
      “IGT”).

            


    

     

    
      	
               
      

            	
              Convertible
      Securities:

            	
              USD725,000,000
      principal amount of 3.25% convertible notes due May 1, 2014 of
      Issuer.

            


    

     

    
      	
               
      

            	
              Number
      of Warrants:

            	
              For
      each Component, as provided in Annex A to this
  Confirmation

            


    

     

    
      	
               
      

            	
              Warrant
      Entitlement:

            	
              One
      Share per Warrant

            


    

     

    
      	
               
      

            	
              Strike
      Price:

            	
              USD30.14

            


    

     

    
      	
               
      

            	
              Premium:

            	
              USD7,858,897.59

            


    

     

    
      	
               
      

            	
              Premium
      Payment Date:

            	
              The
      Effective Date

            


    

     

    
      	
               
      

            	
              Exchange:

            	
              New
      York Stock Exchange

            


    

     

    
      	
               
      

            	
              Related
      Exchange:

            	
              All
      Exchanges

            


    

     

    Procedures
for Exercise:

     

    
      In
respect of any Component:

    

     

    
      	
               
      

            	
              Expiration
      Time:

            	
              Valuation
      Time

            


    

     

    
      	
               
      

            	
              Expiration
      Date:

            	
              As
      provided in Annex A to this Confirmation (or, if such date is not a
      Scheduled Trading Day, the next following Scheduled Trading Day that is
      not already an Expiration Date for another Component); provided that if that
      date is a Disrupted Day, the Expiration Date for such Component shall be
      the first succeeding Scheduled Trading Day that is not a Disrupted Day and
      is not or is not deemed to be an Expiration Date in respect of any other
      Component of the Transaction hereunder; and provided further that
      if the Expiration Date has not occurred pursuant to the preceding proviso
      as of the Final Disruption Date, the Calculation Agent shall have the
      right to elect, in its sole discretion, that the Final Disruption Date
      shall be the Expiration Date (irrespective of whether such date is an
      Expiration Date in respect of any other Component for the
      Transaction).  Notwithstanding the foregoing and anything to the
      contrary in the Equity Definitions, if a Market Disruption Event occurs on
      any Expiration Date, the Calculation Agent may determine that such
      Expiration Date is a Disrupted Day only in part, in which case the
      Calculation Agent shall make adjustments to the Number of Warrants for the
      relevant Component for which such day shall be the Expiration Date, shall
      designate the Scheduled Trading Day determined in the manner described in
      the immediately preceding sentence as the Expiration Date for the
      remaining Warrants for such Component and may determine the VWAP Price
      based on transactions in the Shares effected before the relevant Market
      Disruption Event occurred and/or after the relevant Market Disruption
      Event ended.  Section 6.6 of the Equity Definitions shall not
      apply to any Valuation Date occurring on an Expiration
      Date.  “Final
      Disruption Date” means December 4,
2014.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    
      	
               
      

            	
              Market
      Disruption Event:

            	
              Section
      6.3(a) of the Equity Definitions is hereby amended by deleting the words
      “during the one hour period that ends at the relevant Valuation Time,
      Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time,
      as the case may be,” in clause (ii)
thereof.

            


    

     

    
      	
               
      

            	
              Section
      6.3(d) of the Equity Definitions is hereby amended by deleting the
      remainder of the provision following the term “Scheduled Closing Time” in
      the fourth line thereof.

            


    

     

    
      	
               
      

            	
              Automatic
      Exercise:

            	
              Applicable;
      and means that the Number of Warrants for the corresponding Expiration
      Date will be deemed to be automatically exercised at the Expiration Time
      on such Expiration Date unless Dealer notifies Seller (by telephone or in
      writing) prior to the Expiration Time on such Expiration Date that it does
      not wish Automatic Exercise to occur, in which case Automatic Exercise
      will not apply to such Expiration
Date.

            


    

     

    
      
        	 	Issuer’s
      Telephone Number	 
	 	
                and
      Telex and/or Facsimile Number

              	 
	 	
                and
      Contact Details for purpose of

              	 
	
                 
      

              	
                Giving
      Notice:

              	
                As
      provided in Section 6(a)
below.

              


      

    

    


    
      Settlement
Terms:

    

     

    
      In
respect of any Component:

    

     

    
      	
               
      

            	
              Settlement
      Currency:

            	
              USD

            


    

     

    
      	
               
      

            	
              Net
      Share Settlement:

            	
              On
      each Settlement Date, Issuer shall deliver to Dealer a number of Shares
      equal to the Number of Shares to be Delivered for such Settlement Date to
      the account specified by Dealer and cash in lieu of any fractional Share
      valued at the VWAP Price on the Valuation Date corresponding to such
      Settlement Date.  If, in the reasonable opinion of Issuer or
      Dealer, based on advice of counsel, for any reason, the Shares deliverable
      upon Net Share Settlement would not be immediately freely transferable by
      Dealer under Rule 144 under the Securities Act of 1933, as amended (the
      “Securities Act”),
      then Dealer may elect to either (x) accept delivery of such Shares
      notwithstanding any restriction on transfer or (y) have the provisions set
      forth in Section 8(b) below apply.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    
      	
               
      

            	
              The
      Number of Shares to be Delivered shall be delivered by Issuer to Dealer no
      later than 3:00 P.M., New York City time, on the relevant Settlement
      Date.

            


    

     

    
      
        	 	
                Number
      of Shares to be Delivered:

              	
                In
      respect of any Exercise Date, subject to the last sentence of Section 9.5
      of the Equity Definitions, the product of (i) the number of Warrants
      exercised or deemed exercised on such Exercise Date, (ii) the Warrant
      Entitlement and (iii) (A) the excess of the VWAP Price on the Valuation
      Date occurring in respect of such Exercise Date over the Strike Price (or,
      if there is no such excess, zero) divided by (B) such
      VWAP Price.

              
	 	 	 
	
                 
      

              	
                VWAP
      Price:

              	
                For
      any Exchange Business Day, as determined by the Calculation Agent based on
      the New York Volume Weighted Average Price per Share for the regular
      trading session (including any extensions thereof) of the Exchange on such
      Exchange Business Day (without regard to pre-open or after hours trading
      outside of such regular trading session), as published by Bloomberg at
      4:15 P.M., New York City time (or 15 minutes following the end of any
      extension of the regular trading session), on such Exchange Business Day,
      on Bloomberg page “IGT.N <Equity> AQR” (or any successor thereto)
      (or if such published volume weighted average price is unavailable or is
      manifestly incorrect, the market value of one Share on such Exchange
      Business Day, as determined by the Calculation Agent using a volume
      weighted method).

              


      

    

     

    
      	
               
      

            	
              Other
      Applicable Provisions:

            	
              The
      provisions of Sections 9.1(c), 9.4, 9.8, 9.9, 9.10, 9.11 and 9.12 of the
      Equity Definitions will be applicable as if “Physical Settlement” applied
      to the Transaction; provided that the
      Representation and Agreement contained in Section 9.11 of the Equity
      Definitions shall be modified by excluding any representations therein
      relating to restrictions, obligations, limitations or requirements under
      applicable securities laws that exist as a result of the fact that Issuer
      is the issuer of the Shares.

            


    

     

    
      Adjustments:

    

     

    
      In
respect of any Component:

    

     

    
      	
               
      

            	
              Method
      of Adjustment:

            	
              Calculation
      Agent Adjustment; provided that in
      respect of an Extraordinary Dividend, “Calculation Agent Adjustment” shall
      be as described in the provision below.  For the avoidance of
      doubt, Calculation Agent Adjustment (including, without limitation, in
      respect of Extraordinary Dividends) shall continue to apply until the
      obligations of the parties (including any obligations of Issuer pursuant
      to Section 8(e) below) under the Transaction have been satisfied in
      full.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    
      	
               
      

            	
              Extraordinary
      Dividend:

            	
              Any
      cash dividend or distribution on the Shares with an ex-dividend date
      occurring on or after the Trade Date and on or prior to the Expiration
      Date (or, if any Deficit Shares are owed pursuant to Section 8(e) below,
      such later date on which Issuer’s obligations under this Transaction have
      been satisfied in full) the amount of which differs from the Ordinary
      Dividend Amount for such dividend or distribution.  If no such
      ex-dividend date occurs within a regular quarterly dividend period, an
      ex-divided date with a cash dividend or distribution of zero shall be
      deemed to have occurred on the last Scheduled Trading Day of such regular
      quarterly dividend period.

            


    

     

    
      
        	
                 
      

              	
                Ordinary
      Dividend Amount:

              	
                For
      any regularly quarterly dividend period, USD0.06 for the first cash
      dividend or distribution on the Shares for which the ex-dividend date
      falls within such period, and zero for any subsequent dividend or
      distribution on the Shares for which the ex-dividend date falls within the
      same period.

              
	 	 	 
	 	Extraordinary
      Dividend Adjustment:	If
      at any time during the period from and including the Trade Date, to and
      including the Expiration Date for the Component with the latest Expiration
      Date (or, if any Deficit Shares are owed pursuant to Section 8(e) below,
      such later date on which Issuer’s obligations under this Transaction have
      been satisfied in full), an ex-dividend date for an Extraordinary Dividend
      occurs or is deemed to have occurred, then the Calculation Agent will make
      adjustments to any one or more of the Strike Price, the Number of
      Warrants, the Warrant Entitlement and/or any other variable relevant to
      the exercise, settlement, payment or other terms of the Transaction as it
      determines appropriate to account for the economic effect on the
      Transaction of such Extraordinary
Dividend.


      

    

    
       

      Extraordinary
Events:

    

    
      
        
          
            	
                     
      

                  	
                    New
      Shares:

                  	
                    In
      the definition of New Shares in Section 12.1(i) of the Equity Definitions,
      the text in clause (i) thereof shall be deleted in its entirety and
      replaced with “publicly quoted, traded or listed on any of he New York
      Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select
      Market (or their respective successors)”.

                  
	 	 	 
	 	Consequences
      of Merger Events:	 


          

        

      

    

     

    
      	
               
      

            	
              (a)

            	
              Share-for-Share:

            	
              Modified
      Calculation Agent Adjustment

            


    

     

    
      
        	
                 
      

              	
                (b)

              	
                Share-for-Other:

              	
                Cancellation
      and Payment (Calculation Agent Determination)

              
	 	 	 	 
	 	
                (c)

              	
                Share-for-Combined:

              	
                Cancellation
      and Payment (Calculation Agent Determination); provided that the
      Calculation Agent may elect Component Adjustment for all or part of the
      Transaction.

              


      

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    
      
        	
                 
      

              	
                Tender
      Offer:

              	
                Applicable;
      provided that
      Section 12.1(d) of the Equity Definitions is hereby amended by replacing
      “10%” with “20%” in the third line thereof.

              
	 	 	 
	 	Consequences
      of Tender Offers:	 


      

    

     

    
      	
               
      

            	
              (a)

            	
              Share-for-Share:

            	
              Modified
      Calculation Agent Adjustment

            


    

     

    
      
        	
                 
      

              	
                (b)

              	
                Share-for-Other:

              	
                Modified
      Calculation Agent Adjustment

              
	 	 	 	 
	 	(c)	
                Share-for-Combined:

              	Modified
      Calculation Agent Adjustment


      

    

     

    
      
        	 	Modified
      Calculation	 
	
                 
      

              	
                Agent
      Adjustment:

              	
                If,
      in respect of any Merger Event to which Modified Calculation Agent
      Adjustment applies, the adjustments to be made in accordance with Section
      12.2(e)(i) of the Equity Definitions would result in Issuer being
      different from the issuer of the Shares, then with respect to such Merger
      Event, as a condition precedent to the adjustments contemplated in Section
      12.2(e)(i) of the Equity Definitions, Issuer and the issuer of the Shares
      shall, prior to the Merger Date, have entered into such documentation
      containing representations, warranties and agreements relating to
      securities law and other issues as requested by Dealer that Dealer has
      determined, in its reasonable discretion, to be reasonably necessary or
      appropriate to allow Dealer to continue as a party to the Transaction, as
      adjusted under Section 12.2(e)(i) of the Equity Definitions, and to
      preserve its hedging or hedge unwind activities in connection with the
      Transaction in a manner compliant with applicable legal, regulatory or
      self-regulatory requirements, or with related policies and procedures
      applicable to Dealer, and if such conditions are not met or if the
      Calculation Agent determines that no adjustment that it could make under
      Section 12.2(e)(i) of the Equity Definitions will produce a commercially
      reasonable result, then the consequences set forth in Section 12.2(e)(ii)
      of the Equity Definitions shall
apply.

              


      

    

     

    
      
        	 	Nationalization,
      Insolvency	 
	
                 
      

              	
                or
      Delisting:

              	
                Cancellation
      and Payment (Calculation Agent Determination); provided that in
      addition to the provisions of Section 12.6(a)(iii) of the Equity
      Definitions, it will also constitute a Delisting if the Exchange is
      located in the United States and the Shares are not immediately re-listed,
      re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ
      Global Select Market or The NASDAQ Global Market (or their respective
      successors); if the Shares are immediately re-listed, re-traded or
      re-quoted on any such exchange or quotation system, such exchange or
      quotation system shall thereafter be deemed to be the
      Exchange.

              
	 	 	 
	 	Additional
      Termination Event(s):	Notwithstanding
      anything to the contrary in the Equity Definitions, if, as a result of an
      Extraordinary Event, any Transaction would be cancelled or terminated
      (whether in whole or in part) pursuant to Article 12 of the Equity
      Definitions, an Additional Termination Event (with such terminated
      Transaction(s) (or portions thereof) being the Affected Transaction(s) and
      Issuer being the sole Affected Party) shall be deemed to occur, and, in
      lieu of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, Section 6
      of the Agreement shall apply to such Affected
    Transaction(s).


      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    Additional
Disruption Events:

     

    
      	
               
      

            	
              (a)

            	
              Change
      in Law:

            	
              Applicable;
      provided that (i)
      that clause (Y) of Section 12.9(a)(ii) of the Equity Definitions shall not
      be applicable only to the extent as any event described therein results in
      an increased cost to Dealer of hedging the Transaction which increased
      cost would be included under “Increased Cost of Hedging” and (ii) in the
      event a Change in Law occurs in respect of Dealer pursuant to clause (Y)
      of Section 12.9(a)(ii) of the Equity Definitions (taking into account
      clause (i) of this proviso) and Dealer provides a notice of termination to
      Issuer pursuant to Section 12.9(b)(i) of the Equity Definitions, Issuer
      shall have the right to request, upon written notice delivered to Dealer
      prior to 5:00 P.M., New York City time, on the Scheduled Trading Day
      immediately prior to the date of termination specified in such notice,
      that Dealer propose an adjustment to the terms of the Transaction to
      account for the effect of such Change in Law on Dealer.  If
      Issuer accepts Dealer’s proposed adjustment prior to 5:00 P.M., New York
      City time, on the second Scheduled Trading Day following the date such
      proposed adjustment is delivered, Dealer shall so adjust the Transaction
      and such event shall not constitute a Change in Law. However, if (x)
      Issuer does not accept such proposed adjustment prior to such time or (y)
      Dealer determines, in its sole discretion, that no adjustment that it
      could make would produce a commercially reasonable result, then such event
      shall constitute a Change in Law and, in each case, Dealer shall have the
      right to specify a date of termination in accordance with Section
      12.9(b)(i); provided that such date
      of termination may be any date on or after the later to occur of (A) the
      date of termination specified in the original notice delivered to Issuer
      and (B) the date either of the events in clause (x) or (y)
      occurs.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Failure
      to Deliver:

            	
              Applicable

            


    

     

    
      
        	
                 
      

              	
                (c)

              	
                Insolvency
      Filing:

              	
                Applicable

              
	 	 	 	 
	 	
                (d)

              	
                Hedging
      Disruption:

              	
                Applicable

              


      

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    
      
        	
                 
      

              	
                (e)

              	
                Increased
      Cost of Hedging:

              	
                Applicable

              
	 	 	 	 
	 	
                (f)

              	
                Loss
      of Stock Borrow:

              	
                Applicable

              
	 	 	 	 
	 	 	
                Maximum
      Stock Loan Rate:

              	
                2.00%
      per annum

              
	 	 	 	 
	 	
                (g)

              	
                Increased
      Cost of Stock Borrow:

              	
                Applicable

              
	 	 	 	 
	 	 	
                Initial
      Stock Loan Rate:

              	
                0.25%
      per annum

              


      

    

     

    
      
        	
                 
      

              	
                Hedging
      Party:

              	
                Dealer
      for all applicable Additional Disruption Events.

              
	 	 	 
	 	
                Determining
      Party:

              	
                Dealer
      for all applicable Additional Disruption Events; provided that the
      Determining Party shall deliver, within five Exchange Business Days of a
      written request by the other party, a written explanation of any
      calculation made by it, and including, where applicable, the methodology
      and data applied, it being understood that the Determining Party shall not
      be obligated to disclose any proprietary models used by it for such
      calculation.

              
	 	 	 
	 	
                Non-Reliance:

              	
                Applicable

              
	 	 	 
	 	
                Agreements
      and Acknowledgments

              	 
	 	
                Regarding
      Hedging Activities:

              	
                Applicable

              
	 	 	 
	 	
                Additional
      Acknowledgments:

              	
                Applicable

              
	 	 	 
	 	
                3.    
      Calculation
      Agent:

              	
                Dealer.  All
      calculations and determinations by the Calculation Agent shall be made in
      good faith and in a commercially reasonable manner.  The
      Calculation Agent shall deliver, within five Exchange Business Days of a
      written request by Issuer, a written explanation of any calculation made
      by it, and including, where applicable, the methodology and data applied,
      it being understood that the Calculation Agent shall not be obligated to
      disclose any proprietary models used by it for such
      calculation.

              


      

    

     

    4.      Account
Details:

     

    
      Dealer
Payment Instructions:

    

     

    Bank of
New York

    ABA
021-000-018

    Deutsche
Bank Securities, Inc.

    A/C
8900327634

    FFC: To
be provided by Dealer.

    


    Account for delivery of Shares to
Dealer:

     

    
      To be
provided by Dealer.

    

     

    Issuer
Payment Instructions:

     

    Wells
Fargo Bank

    Bank ABA
number: 121000248

    Account
name: International Game Technology

    Account
number: 4159559939

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    5.   Offices:

     

    The
Office of Dealer for the Transaction is:

     

    Deutsche
Bank AG, London Branch

    1 Great
Winchester St.

    Winchester
House

    London
EC2N 2DB

     

    The
Office of Issuer for the Transaction is:

     

    9295 Prototype Drive, Reno, Nevada
89521

     

    6.   Notices: For purposes
of this Confirmation:

     

    
      
        
          
            
              
                
                  	 (a)           	
                          To:     

                        	International
      Game Technology
	 	
                          Attn:    

                        	Patrick
      W. Cavanaugh
	 	 	Executive
      Vice President and Chief Financial Officer
	 	 	9295
      Prototype Drive
	 	 	Reno,
      Nevada 89521
	 	
                          Telephone:   

                        	(775)
      448-7778
	
                        	
                          Facsimile: 

                        	
                          (775)
      448-1488

                        


                   

                  (b)      
    Address
for notices or communications to Dealer:

                  Deutsche
Bank AG, London Branch

                  c/o
Deutsche Bank Securities Inc.

                  60 Wall
Street

                  New York,
NY 10005

                  Attention:
Andrew Yaeger

                   

                  	 	
                          Telephone:  

                        	 (212)
      250-2717
	 	
                          Email:  

                        	 Andrew.Yaeger@db.com
	 	 	 
	 	with
      a copy to: 	 


                  
                     

                    Deutsche
Bank AG, London Branch

                    c/o
Deutsche Bank Securities Inc.

                    60 Wall
Street

                    New York,
New York 10005

                    Attention:
Lars Kestner

                     

                  

                  	 	
                          Telephone:   

                        	(212)
      250-6043
	 	
                          Email:  

                        	Lars.Kestner@db.com


                

              

            

          

        

      

    

                                                       

    7.      Representations, Warranties
and Agreements:

     

    (a)                      In
addition to the representations and warranties in the Agreement and those
contained elsewhere herein, Issuer represents and warrants to and for the
benefit of, and agrees with, Dealer in the manner and to the effect as
follows:

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    (i)           On
the Trade Date, as of the date of any amendment or adjustment to the Transaction
pursuant to a “Change in Law” above and as of the date of any election by Issuer
of the Share Termination Alternative under (and as defined in) Section 8(a)
below, (A) none of Issuer and its officers and directors is aware of any
material nonpublic information regarding Issuer or the Shares and (B) all
reports and other documents filed by Issuer with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), when
considered as a whole (with the more recent such reports and documents deemed to
amend inconsistent statements contained in any earlier such reports and
documents), do not contain any untrue statement of a material fact or any
omission of a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances in which they were
made, not misleading.

     

    (ii)           Without
limiting the generality of Section 13.1 of the Equity Definitions, Issuer
acknowledges that neither Dealer nor any of its affiliates is making any
representations or warranties or taking a position or expressing any view with
respect to the treatment of the Transaction under any accounting standards,
including FASB Statements 128, 133 (as amended), 149 or 150, EITF Issue No.
00-19, 01-6, 03-6 or 07-5 (or any successor issue statements) or under the
FASB’s Liabilities & Equity Project.

     

    (iii)           Prior
to the Trade Date, Issuer shall deliver to Dealer a resolution of Issuer’s board
of directors authorizing the Transaction and such other certificate or
certificates as Dealer shall reasonably request.

     

    (iv)           Issuer
is not entering into this Confirmation to create actual or apparent trading
activity in the Shares (or any security convertible into or exchangeable for
Shares) or to raise or depress or otherwise manipulate the price of the Shares
(or any security convertible into or exchangeable for Shares) or otherwise in
violation of the Exchange Act.

     

    (v)           
Issuer is not, and after giving effect to the transactions contemplated hereby
will not be, required to register as an “investment company” as such term is
defined in the Investment Company Act of 1940, as amended.

     

    (vi)           On
the Trade Date and the Premium Payment Date (A) the assets of Issuer at their
fair valuation exceed the liabilities of Issuer, including contingent
liabilities, (B) the capital of Issuer is adequate to conduct the business of
Issuer and (C) Issuer has the ability to pay its debts and obligations as such
debts mature and does not intend to, or does not believe that it will, incur
debt beyond its ability to pay as such debts mature.

     

    (vii)          Issuer
shall not take any action to decrease the number of Available Shares below the
Capped Number (each as defined below).

     

    (viii)         The
representations and warranties of Issuer set forth in Section 3 of the Agreement
and Section 1 of the Purchase Agreement dated May 5, 2009 between Issuer and
Goldman, Sachs & Co. as representative of the Purchasers party thereto (the
“Purchase Agreement”)
are true and correct as of the Trade Date and the Effective Date and are hereby
deemed to be repeated to Dealer as if set forth herein.

     

    (ix)           (x)
(A) On the Trade Date, the Shares or securities that are convertible into, or
exchangeable or exercisable for Shares, are not, and shall not be, subject to a
“restricted period,” as such term is defined in Regulation M under the Exchange
Act (“Regulation M”) and
(B) Issuer shall not engage in any “distribution,” as such term is defined in
Regulation M, other than a distribution meeting the requirements of the
exceptions set forth in sections 101(b)(10) and 102(b)(7) of Regulation M, until
the second Exchange Business Day immediately following the Trade Date, and
(y)(A) during the period starting on the first Expiration Date and ending on the
last Expiration Date (the “Settlement Period”), the
Shares or securities that are convertible into, or exchangeable or exercisable
for Shares, are not, and shall not be, subject to a “restricted period,” as
defined in Regulation M and (B) Issuer shall not engage in any “distribution,”
as such term is defined in Regulation M until the second Exchange Business Day
immediately following the Settlement Period .

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    (x)           During
the Settlement Period and on any other Exercise Date, neither Issuer nor any
“affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18 of the
Exchange Act (“Rule
10b-18”)) shall directly or indirectly (including, without limitation, by
means of any cash-settled or other derivative instrument) purchase, offer to
purchase, place any bid or limit order that would effect a purchase of, or
commence any tender offer relating to, any Shares (or an equivalent interest,
including a unit of beneficial interest in a trust or limited partnership or a
depository share) or any security convertible into or exchangeable or
exercisable for Shares, except through Dealer; provided that this Section
shall not apply to the following: (A) privately negotiated purchases of
Shares (or any security convertible into or exchangeable for Shares);
(B) purchases of Shares pursuant to exercises of stock options granted to
former or current employees, officers, directors, or other affiliates of Issuer,
including the withholding and/or purchase of Shares from holders of such options
to satisfy payment of the option exercise price and/or satisfy tax withholding
requirements in connection with the exercise of such options; (C) purchases
of Shares from holders of performance shares or units or restricted shares or
units to satisfy tax withholding requirements in connection with vesting;
(D) the conversion or exchange by holders of any convertible or
exchangeable securities of the Issuer previously issued; or (E) purchases
of Shares effected by or for a plan by an agent independent of the Issuer that
satisfy the requirements of Rule 10b-18(a)(13)(ii).

    


     

    (xi)           Issuer
agrees that it (A) will not during the Settlement Period make, or permit to be
made, any public announcement (as defined in Rule 165(f) under the Securities
Act) of any Merger Transaction or potential Merger Transaction unless such
public announcement is made prior to the opening or after the close of the
regular trading session on the Exchange for the Shares; (B) shall promptly (but
in any event prior to the next opening of the regular trading session on the
Exchange) notify Dealer following any such announcement that such announcement
has been made; and (C) shall promptly (but in any event prior to the next
opening of the regular trading session on the Exchange) provide Dealer with
written notice specifying (i) Issuer’s average daily Rule 10b-18 Purchases (as
defined in Rule 10b-18) during the three full calendar months immediately
preceding the announcement date that were not effected through Dealer or its
affiliates and (ii) the number of Shares purchased pursuant to the proviso in
Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months
preceding the announcement date.  Such written notice shall be deemed
to be a certification by Issuer to Dealer that such information is true and
correct.  In addition, Issuer shall promptly notify Dealer of the
earlier to occur of the completion of such transaction and the completion of the
vote by target shareholders. “Merger Transaction” means any
merger, acquisition or similar transaction involving a recapitalization as
contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

     

    (xii)           Any
Shares issued or delivered in connection with the Transaction shall be duly
authorized and validly issued, fully paid and non-assessable, and the issuance
or delivery thereof shall not be subject to any preemptive or similar rights and
shall, upon issuance, be accepted for listing or quotation on the
Exchange.  The Shares of Issuer initially issuable upon exercise of
the Warrants have been reserved for issuance by all required corporate action of
the Issuer.

     

    (xiii)           As
of the Trade Date, Issuer is not aware of any applicable gaming law, rule or
regulation in any jurisdiction in which it then operates or is licensed that
imposes or would impose an affirmative obligation on any person (in the absence
of any action taken by any relevant gaming authority with competent jurisdiction
over such person) who, under any relevant definition of ownership, owns less
than five percent of any class of securities of Issuer.  Issuer shall
promptly notify Dealer if it becomes aware of such an affirmative obligation
after the Trade Date.

    


    (b)           Each
of Dealer and Issuer agrees and represents that it is an “eligible contract
participant” as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as
amended.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    (c)           Each
of Dealer and Issuer acknowledges that the offer and sale of the Transaction to
it is intended to be exempt from registration under the Securities Act, by
virtue of Section 4(2) thereof.  Accordingly, Dealer represents and
warrants to Issuer that (i) it has the financial ability to bear the economic
risk of its investment in the Transaction and is able to bear a total loss of
its investment and its investments in and liabilities in respect of the
Transaction, which it understands are not readily marketable, are not
disproportionate to its net worth, and it is able to bear any loss in connection
with the Transaction, including the loss of its entire investment in the
Transaction, (ii) it is an “accredited investor” as that term is defined in
Regulation D as promulgated under the Securities Act, (iii) it is entering into
the Transaction for its own account and without a view to the distribution or
resale thereof, (iv) the assignment, transfer or other disposition of the
Transaction has not been and will not be registered under the Securities Act and
is restricted under this Confirmation, the Securities Act and state securities
laws, and (v) its financial condition is such that it has no need for liquidity
with respect to its investment in the Transaction and no need to dispose of any
portion thereof to satisfy any existing or contemplated undertaking or
indebtedness and is capable of assessing the merits of and understanding (on its
own behalf or through independent professional advice), and understands and
accepts, the terms, conditions and risks of the Transaction.

     

    (d)           Each
of Dealer and Issuer agrees and acknowledges that Dealer is a “financial
institution,” “swap participant” and “financial participant” within the meaning
of Sections 101(22), 101(53C) and 101(22A) of Title 11 of the United States Code
(the “Bankruptcy
Code”).  The parties hereto further agree and acknowledge (A)
that this Confirmation is (i) a “securities contract,” as such term is defined
in Section 741(7) of the Bankruptcy Code, with respect to which each payment and
delivery hereunder or in connection herewith is a “termination value,” “payment
amount” or “other transfer obligation” within the meaning of Section 362 of the
Bankruptcy Code and a “settlement payment” within the meaning of Section 546 of
the Bankruptcy Code, and (ii) a “swap agreement,” as such term is defined in
Section 101(53B) of the Bankruptcy Code, with respect to which each payment and
delivery hereunder or in connection herewith is a “termination value,” “payment
amount” or “other transfer obligation” within the meaning of Section 362 of the
Bankruptcy Code and a “transfer” within the meaning of Section 546 of the
Bankruptcy Code, and (B) that Dealer is entitled to the protections afforded by,
among other sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o),
546(e), 546(g), 546(j), 548(d)(2), 555, 560 and 561 of the Bankruptcy
Code.

     

    (e)           As
a condition to the effectiveness of the Transaction, Issuer shall deliver to
Dealer (i) an incumbency certificate, dated as of the Trade Date, of Issuer in
customary form and (ii) an opinion of counsel, dated as of the Trade Date and
reasonably acceptable to Dealer in form and substance, with respect to the
matters set forth in Section 3(a) of the Agreement and such other matters as
Dealer may reasonably request.

     

    8.  Other
Provisions:

     

    (a)           Alternative Calculations and Payment
on Early Termination and on Certain Extraordinary Events.  If
Issuer shall owe Dealer any amount pursuant to Section 12.2, 12.3, 12.6, 12.7 or
12.9 of the Equity Definitions (except in the event of a Tender Offer, Merger
Event, Insolvency or Nationalization, in each case in which the consideration or
proceeds to be paid to holders of Shares consists solely of cash) or pursuant to
Section 6(d)(ii) of the Agreement (except in the event of an Event of Default in
which Issuer is the Defaulting Party or a Termination Event in which Issuer is
the Affected Party that resulted from an event or events within Issuer’s
control) (a “Payment
Obligation”), Issuer shall have the right, in its sole discretion, to
satisfy any such Payment Obligation by the Share Termination Alternative (as
defined below) by giving irrevocable telephonic notice to Dealer, confirmed in
writing within one Scheduled Trading Day, between the hours of 9:00 A.M. and
4:00 P.M., New York City time, on the Merger Date, Tender Offer Date,
Announcement Date, Early Termination Date or other date the Transaction is
cancelled or terminated, as applicable (“Notice of Share
Termination”).  Upon such Notice of Share Termination, the
following provisions shall apply on the Scheduled Trading Day immediately
following the Merger Date, the Tender Offer Date, Announcement Date, Early
Termination Date or other date the Transaction is cancelled or terminated, as
applicable:

     

    
      	
              Share
      Termination Alternative:

            	
              Applicable
      and means that Issuer shall deliver to Dealer the Share Termination
      Delivery Property on the date on which the Payment Obligation would
      otherwise be due pursuant to Section 12.2, 12.3, 12.6, 12.7 or 12.9 of the
      Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable
      (the “Share Termination
      Payment Date”), in satisfaction of the Payment
      Obligation.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    
      
        
          
            
              
                	
                        Share
      Termination Delivery

                      	 
	
                        Property:

                      	
                        A
      number of Share Termination Delivery Units, as calculated by the
      Calculation Agent, equal to the Payment Obligation divided by the Share
      Termination Unit Price.  The Calculation Agent shall adjust the
      Share Termination Delivery Property by replacing any fractional portion of
      the aggregate amount of a security therein with an amount of cash in the
      Settlement Currency equal to the value of such fractional security based
      on the values used to calculate the Share Termination Unit
      Price.

                      
	 	 
	
                        Share
      Termination Unit Price:

                      	
                        The
      value of property contained in one Share Termination Delivery Unit, as
      determined by the Calculation Agent in its discretion by commercially
      reasonable means and notified by the Calculation Agent to Issuer at the
      time of notification of the Payment Obligation.

                      
	 	 
	Share
      Termination Delivery Unit:	In
      the case of a Termination Event, Event of Default, Delisting or Additional
      Disruption Event, one Share or, in the case of an Insolvency,
      Nationalization, Merger Event or Tender Offer, one Share or a unit
      consisting of the number or amount of each type of property received by a
      holder of one Share (without consideration of any requirement to pay cash
      or other consideration in lieu of fractional amounts of any securities) in
      such Insolvency, Nationalization, Merger Event or Tender
      Offer.  If such Insolvency, Nationalization, Merger Event or
      Tender Offer involves a choice of consideration to be received by holders,
      such holder shall be deemed to have elected to receive the maximum
      possible amount of cash.
	 	 
	Failure
      to Deliver:	
                        Applicable

                      


              

            

          

        

      

    

     

    
      	
              Other
      Applicable Provisions:

            	
              If
      Share Termination Alternative is applicable, the provisions of Sections
      9.8, 9.9, 9.11 and 9.12 of the Equity Definitions will be applicable as if
      “Physical Settlement” applied to the Transaction, except that all
      references to “Shares” shall be read as references to “Share Termination
      Delivery Units”; provided that the
      Representation and Agreement contained in Section 9.11 of the Equity
      Definitions shall be modified by excluding any representations therein
      relating to restrictions, obligations, limitations or requirements under
      applicable securities laws as a result of the fact that Issuer is the
      issuer of any Share Termination Delivery Units (or any security forming a
      part thereof). If, in the reasonable opinion of Issuer or Dealer, based on
      advice of counsel, for any reason, any securities comprising the Share
      Termination Delivery Units deliverable pursuant to this Section 8(a) would
      not be immediately freely transferable by Dealer under Rule 144 under the
      Securities Act, then Dealer may elect to either (x) permit delivery of
      such securities notwithstanding any restriction on transfer or (y) have
      the provisions set forth in Section 8(b) below
  apply.

            


    

     

    (b)           Registration/Private Placement
Procedures.  (i)  With respect to the Transaction,
the following provisions shall apply to the extent provided for above opposite
the caption “Net Share Settlement” in Section 2 or in paragraph (a) of this
Section 8.  If so applicable, then, at the election of Issuer by
notice to Dealer within one Exchange Business Day after the relevant delivery
obligation arises, but in any event at least one Exchange Business Day prior to
the date on which such delivery obligation is due, either (A) all Shares or
Share Termination Delivery Units, as the case may be, delivered by Issuer to
Dealer  shall be, at the time of such delivery, covered by an
effective registration statement of Issuer for immediate resale by Dealer (such
registration statement and the corresponding prospectus (the “Prospectus”) (including,
without limitation, any sections describing the plan of distribution) in form
and content commercially reasonably satisfactory to Dealer) or (B) Issuer shall
deliver additional Shares or Share Termination Delivery Units, as the case may
be, so that the value of such Shares or Share Termination Delivery Units, as
determined by the Calculation Agent to reflect an appropriate liquidity
discount, equals the value of the number of Shares or Share Termination Delivery
Units that would otherwise be deliverable if such Shares or Share Termination
Delivery Units were freely tradeable (without prospectus delivery) upon receipt
by Dealer (such value, the “Freely Tradeable Value”);
provided that, if
requested by Dealer, Issuer shall make the election described in this clause (B)
with respect to Shares delivered on all Settlement Dates no later than one
Exchange Business Day prior to the first Exercise Date, and the applicable
procedures described below shall apply to all Shares delivered on the Settlement
Dates on an aggregate basis.  (For the avoidance of doubt, as used in
this paragraph (b) only, the term “Issuer” shall mean the issuer of the relevant
securities, as the context shall require.)

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    (ii)           If
Issuer makes the election described in clause (b)(i)(A) above:

     

    (A)           Dealer
(or an affiliate of Dealer designated by Dealer) shall be afforded a reasonable
opportunity to conduct a due diligence investigation with respect to Issuer that
is customary in scope for underwritten offerings of equity securities and that
yields results that are commercially reasonably satisfactory to Dealer or such
affiliate, as the case may be, in its discretion; and

     

    (B)           Dealer
(or an affiliate of Dealer designated by Dealer) and Issuer shall enter into an
agreement (a “Registration
Agreement”) on commercially reasonable terms in connection with the
public resale of such Shares or Share Termination Delivery Units, as the case
may be, by Dealer or such affiliate substantially similar to underwriting
agreements customary for underwritten offerings of equity securities, in form
and substance commercially reasonably satisfactory to Dealer or such affiliate
and Issuer, which Registration Agreement shall include, without limitation,
provisions substantially similar to those contained in such underwriting
agreements relating to the indemnification of, and contribution in connection
with the liability of, Dealer and its affiliates and Issuer, shall provide for
the payment by Issuer of all expenses in connection with such resale, including
all registration costs and all fees and reasonable expenses of counsel for
Dealer, and shall provide for the delivery of accountants’ “comfort letters” to
Dealer or such affiliate with respect to the financial statements and certain
financial information contained in or incorporated by reference into the
Prospectus.

     

    (iii)           If
Issuer makes the election described in clause (b)(i)(B) above:

     

    (A)           Dealer
(or an affiliate of Dealer designated by Dealer) and any potential institutional
purchaser of any such Shares or Share Termination Delivery Units, as the case
may be, from Dealer or such affiliate identified by Dealer shall be afforded a
commercially reasonable opportunity to conduct a due diligence investigation in
compliance with applicable law with respect to Issuer customary in scope for
private placements of equity securities (including, without limitation, the
right to have made available to them for inspection all financial and other
records, pertinent corporate documents and other information reasonably
requested by them), subject to execution by such recipients of customary
confidentiality agreements reasonably acceptable to Issuer;

     

    (B)           Dealer
(or an affiliate of Dealer designated by Dealer) and Issuer shall enter into an
agreement (a “Private Placement
Agreement”) on commercially reasonable terms in connection with the
private placement of such Shares or Share Termination Delivery Units, as the
case may be, by Issuer to Dealer or such affiliate and the private resale of
such shares by Dealer or such affiliate, substantially similar to private
placement purchase agreements customary for private placements of equity
securities, in form and substance commercially reasonably satisfactory to Dealer
and Issuer, which Private Placement Agreement shall include, without limitation,
provisions substantially similar to those contained in such private placement
purchase agreements relating to the indemnification of, and contribution in
connection with the liability of, Dealer and its affiliates and Issuer, shall
provide for the payment by Issuer of all reasonable expenses in connection with
such resale, including all fees and expenses of counsel for Dealer, shall
contain representations, warranties and agreements of Issuer reasonably
necessary or advisable to establish and maintain the availability of an
exemption from the registration requirements of the Securities Act for such
resales, and shall use best efforts to provide for the delivery of accountants’
“comfort letters” to Dealer or such affiliate with respect to the financial
statements and certain financial information contained in or incorporated by
reference into the offering memorandum prepared for the resale of such
Shares;

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

    (C)           Issuer
agrees that any Shares or Share Termination Delivery Units so delivered to
Dealer, (i) may be transferred by and among Dealer and its affiliates, and
Issuer shall effect such transfer without any further action by Dealer and (ii)
after the minimum “holding period” within the meaning of Rule 144(d) under the
Securities Act has elapsed with respect to such Shares or any securities issued
by Issuer comprising such Share Termination Delivery Units, Issuer shall
promptly remove, or cause the transfer agent for such Shares or securities to
remove, any legends referring to any such restrictions or requirements from such
Shares or securities upon delivery by Dealer (or such affiliate of Dealer) to
Issuer or such transfer agent of any seller’s and broker’s representation
letters customarily delivered by Dealer in connection with resales of restricted
securities pursuant to Rule 144 under the Securities Act, without any further
requirement for the delivery of any certificate, consent, agreement, opinion of
counsel, notice or any other document, any transfer tax stamps or payment of any
other amount or any other action by Dealer (or such affiliate of Dealer);
and

     

    (D)           Issuer
shall not take, or cause to be taken, any action that would make unavailable
either the exemption pursuant to Section 4(2) of the Securities Act for the sale
by Issuer to Dealer (or any affiliate designated by Dealer) of the Shares or
Share Termination Delivery Units, as the case may be, or the exemption pursuant
to Section 4(1) or Section 4(3) of the Securities Act for resales of the Shares
or Share Termination Delivery Units, as the case may be, by Dealer (or any such
affiliate of Dealer).

     

    (c)           Make-whole Shares. If Issuer
makes the election described in clause (i)(B) of paragraph (b) of this Section
8, then Dealer or its affiliates may sell (which sale shall be made in a
commercially reasonable manner) such Shares or Share Termination Delivery Units,
as the case may be, during a period (the “Resale Period”) commencing on
the Exchange Business Day following delivery of such Shares or Share Termination
Delivery Units, as the case may be, and ending on the Exchange Business Day on
which Dealer or its affiliates completes the sale of all such Shares or Share
Termination Delivery Units, as the case may be, or a sufficient number of Shares
or Share Termination Delivery Units, as the case may be, so that the realized
net proceeds of such sales exceed the Freely Tradeable Value.  If any
of such delivered Shares or Share Termination Delivery Units remain after such
realized net proceeds exceed the Freely Tradeable Value, Dealer shall return
such remaining Shares or Share Termination Delivery Units to
Issuer.  If the Freely Tradeable Value exceeds the realized net
proceeds from such resale, Issuer shall transfer to Dealer by the open of the
regular trading session on the Exchange on the Exchange Trading Day immediately
following the last day of the Resale Period the amount of such excess (the
“Additional Amount”) in
cash or in a number of additional Shares or Share Termination Delivery Units, as
the case may be, (“Make-whole
Shares”) in an amount that, based on the VWAP Price on the last day of
the Resale Period (as if such day was the “Valuation Date” for purposes of
computing such VWAP Price), has a dollar value equal to the Additional
Amount.  The Resale Period shall continue to enable the sale of the
Make-whole Shares in the manner contemplated by this Section
8(c).  This provision shall be applied successively until the
Additional Amount is equal to zero, subject to Section 8(e).

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

    

    (d)                      Beneficial Ownership.
 Notwithstanding anything to the contrary in the Agreement or this
Confirmation, in no event shall Dealer be entitled to receive or otherwise have
the “right to acquire” (within the meaning of NYSE Rule 312.04(g)), or be deemed
to receive, any Shares if, immediately upon giving effect to such receipt of
such Shares, (i) the “beneficial ownership” (within the meaning of Section 13 of
the Exchange Act and the rules promulgated thereunder) of Shares by Dealer, any
of its affiliates subject to aggregation with Dealer for purposes of the
“beneficial ownership” test under Section 13 of the Exchange Act and all persons
who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the
Exchange Act) with Dealer with respect to “beneficial ownership” of any Shares
(collectively, “Dealer
Group”) would be equal to or greater than 4.5% or more of the outstanding
Shares  on the date of determination, (ii) Dealer, Dealer Group or any
person whose ownership position would be aggregated with that of Dealer or
Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”)
under  Nevada Revised Statutes §§ 78-378-78.3793, 78.411-78.444 or
other federal, state, local or tribal laws (including gaming laws), regulations
or regulatory orders applicable to ownership of Shares (“Applicable Laws”), would own,
beneficially own, constructively own, control, hold the power to vote or
otherwise meet a relevant definition of ownership in excess of a number of
Shares equal to (x) the number of Shares that would give rise to reporting,
registration, filing or notification obligations or other requirements
(including obtaining prior approval by a state or federal regulator) of a Dealer
Person under Applicable Laws and with respect to which such requirements have
not been met or the relevant approval has not been received or that would
subject a Dealer Person to restrictions (including restrictions relating to
business combinations and other designated transactions) under Applicable Laws
minus (y) 1.0% of the
number of Shares outstanding on the date of determination or (iii) Dealer would
directly or indirectly beneficially own (as such term is defined for purposes of
Section 13(d) of the Exchange Act) in excess of 14,517,903 Shares (any such
condition described in clause (i), (ii) or (iii) an “Excess Ownership
Position”).  If any delivery owed to Dealer hereunder is not
made, in whole or in part, as a result of this provision, Issuer’s obligation to
make such delivery shall not be extinguished and Issuer shall make such delivery
as promptly as practicable after, but in no event later than one Exchange
Business Day after, Dealer gives notice to Issuer that such delivery would not
result in the existence of an Excess Ownership Position.

     

    (e)                   
 Limitations on
Settlement by Issuer.  Notwithstanding anything herein or in
the Agreement to the contrary, in no event shall Issuer be required to deliver
Shares in connection with the Transaction in excess of 10,016,160 Shares (as
such number may be adjusted from time to time in accordance with the provisions
hereof) (the “Capped
Number”).  Issuer represents and warrants to Dealer (which
representation and warranty shall be deemed to be repeated on each day that the
Transaction is outstanding) that the Capped Number is equal to or less than the
number of authorized but unissued Shares of the Issuer that are not reserved for
future issuance in connection with transactions in the Shares (other than the
Transaction) on the date of the determination of the Capped Number (such Shares,
the “Available
Shares”).  In the event Issuer shall not have delivered the
full number of Shares otherwise deliverable as a result of this Section 8(e)
(the resulting deficit, the “Deficit Shares”), Issuer shall
be continually obligated to deliver Shares, from time to time until the full
number of Deficit Shares have been delivered pursuant to this paragraph, when,
and to the extent, that (A) Shares are repurchased, acquired or otherwise
received by Issuer or any of its subsidiaries after the Trade Date (whether or
not in exchange for cash, fair value or any other consideration), (B) authorized
and unissued Shares reserved for issuance in respect of other transactions prior
to such date which prior to the relevant date become no longer so reserved and
(C) Issuer additionally authorizes any unissued Shares that are not reserved for
other transactions (such events as set forth in clauses (A), (B) and (C) above,
collectively, the “Share
Issuance Events”).  Issuer shall promptly notify Dealer of the
occurrence of any of the Share Issuance Events (including the number of Shares
subject to clause (A), (B) or (C) and the corresponding number of Shares to be
delivered) and, as promptly as reasonably practicable, deliver such Shares
thereafter.  Issuer shall not, until Issuer’s obligations under the
Transaction have been satisfied in full, use any Shares that become available
for potential delivery to Dealer as a result of any Share Issuance Event for the
settlement or satisfaction of any transaction or obligation other than the
Transaction or reserve any such Shares for future issuance for any purpose other
than to satisfy Issuer’s obligations to Dealer under the
Transaction.

    


    (f)                      Equity
Rights.  Dealer acknowledges and agrees that this Confirmation
is not intended to convey to it rights with respect to the Transaction that are
senior to the claims of common stockholders in the event of Issuer’s
bankruptcy.  For the avoidance of doubt, the parties agree that the
preceding sentence shall not apply at any time other than during Issuer’s
bankruptcy to any claim arising as a result of a breach by Issuer of any of its
obligations under this Confirmation or the Agreement.  For the
avoidance of doubt, the parties acknowledge that the obligations of Issuer under
this Confirmation are not secured by any collateral that would otherwise secure
the obligations of Issuer herein under or pursuant to any other
agreement.

     

    (g)                      Amendments to Equity
Definitions.  The following amendments shall be made to the
Equity Definitions:

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    (i)           The
first sentence of Section 11.2(c) of the Equity Definitions, prior to clause (A)
thereof, is hereby amended to read as follows: ‘(c) If “Calculation Agent
Adjustment” is specified as the Method of Adjustment in the related Confirmation
of a Share Option Transaction, then following the announcement or occurrence of
any Potential Adjustment Event, the Calculation Agent will determine whether
such Potential Adjustment Event has a material effect on the theoretical value
of the relevant Shares or options on the Shares and, if so, will (i) make
appropriate adjustment(s), if any, to any one or more of:’ and, the portion of
such sentence immediately preceding clause (ii) thereof is hereby amended by
deleting the words “diluting or concentrative” and replacing them with
“material” and deleting the words “(provided that no adjustments will be made to
account solely for changes in volatility, expected dividends, stock loan rate or
liquidity relative to the relevant Shares)” and replacing such latter phrase
with the words “(and, for the avoidance of doubt, adjustments may be made to
account solely for changes in volatility, expected dividends, stock loan rate or
liquidity relative to the relevant Shares)”;

     

    (ii)           Sections
11.2(a) and 11.2(e)(vii) of the Equity Definitions are hereby amended by
deleting the words “diluting or concentrative” and replacing them with
“material” and adding the phrase “or options on the Shares” at the end of the
sentence;

     

    (iii)           Section
12.1(l) of the Equity Definitions shall be amended (x) by deleting the
parenthetical phrase in both the third line thereof and the fifth line thereof
and (y) by replacing the word “that” in both the third line thereof and the
fifth line thereof with the words “whether or not such announcement” and (ii)
Sections 12.2(b), 12.2(e), 12.3(a) and 12.3(d) of the Equity Definitions shall
each be amended by replacing each occurrence of the words “Merger Date” and
“Tender Offer Date”, as the case may be, with the words “Announcement
Date”;

     

    (iv)           Section
12.9(b)(iv) of the Equity Definitions is hereby amended by (A) deleting (1)
subsection (A) in its entirety, (2) the phrase “or (B)” following subsection (A)
and (3) the phrase “in each case” in subsection (B); (B) replacing “will lend”
with “lends” in subsection (B); and (C) deleting the phrase “neither the
Non-Hedging Party nor the Lending Party lends Shares in the amount of the
Hedging Shares or” in the penultimate sentence;

     

    (v)           Section
12.9(b)(v) of the Equity Definitions is hereby amended by (A) adding the word
“or” immediately before subsection “(B)” and deleting the comma at the end of
subsection (A); and (B)(1) deleting subsection (C) in its entirety, (2) deleting
the word “or” immediately preceding subsection (C), (3) replacing in the
penultimate sentence the words “either party” with “the Hedging Party” and (4)
deleting clause (X) in the final sentence; and

     

    (vi)           Section
12.7(b) of the Equity Definitions is hereby amended by deleting the words “(and
in any event within five Exchange Business Days) by the parties after” appearing
after the words “agreed promptly” and replacing with the words “by the parties
on or prior to”.

     

    (h)          Transfer and
Assignment.  Dealer may transfer or assign its rights and
obligations hereunder and under the Agreement, in whole or in part, at any time
without the consent of Issuer.

     

    (i)           Disclosure.  Effective
from the date of commencement of discussions concerning the Transaction, Issuer
and each of its employees, representatives, or other agents may disclose to any
and all persons, without limitation of any kind, the tax treatment and tax
structure of the Transaction and all materials of any kind (including opinions
or other tax analyses) that are provided to Issuer relating to such tax
treatment and tax structure.

     

    (j)           Additional Termination
Events.  The occurrence of any of the following shall
constitute an Additional Termination Event with respect to which the Transaction
shall be the sole Affected Transaction and Issuer shall be the sole Affected
Party and Dealer shall be the party entitled to designate an Early Termination
Date pursuant to Section 6(b) of the Agreement and to determine the amount
payable pursuant to Section 6(e) of the Agreement; provided that with respect to
any Additional Termination Event, Dealer may choose to treat part of the
Transaction as the sole Affected Transaction, and, upon the termination of the
Affected Transaction, a Transaction with terms identical to those set forth
herein except with a Number of Warrants equal to the unaffected number of
Warrants shall be treated for all purposes as the Transaction, which shall
remain in full force and effect:

     

    (i)            Dealer
reasonably determines, based on the advice of counsel, that it is advisable to
terminate a portion of the Transaction so that Dealer’s related hedging
activities will comply with applicable securities or gaming laws, rules or
regulations or related policies and procedures of Dealer (whether or not such
requirements, policies or procedures are imposed by law or have been reasonably
voluntarily adopted by Dealer), or Dealer, despite using commercially reasonable
efforts, is unable or reasonably determines that it is impractical or illegal to
hedge its obligations pursuant to this Transaction in the public market without
registration under the Securities Act or as a result of any legal, regulatory or
self-regulatory requirements;

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (ii)            at
any time at which Dealer determines in its sole good faith reasonable discretion
that an Excess Ownership Position exists, or that an Excess Ownership Position
could be reasonably viewed to exist, Dealer, in its discretion, is unable to
effect a transfer or assignment to a third party of the Transaction or any other
transaction between the parties after using its commercially reasonable efforts
on pricing and terms and within a time period reasonably acceptable to Dealer
such that an Excess Ownership Position no longer exists; provided that Dealer shall
treat only that portion of the Transaction as the Affected Transaction as
necessary so that such Excess Ownership Position no longer exists;

     

    (iii)            Dealer
determines in its sole good faith reasonable discretion that, in connection with
being party to this Transaction or acquiring, establishing, reestablishing,
substituting, maintaining, unwinding or disposing of any Hedge Position that
Dealer or its affiliates deems necessary or appropriate to hedge Dealer’s risk
in respect of this Transaction, Dealer or its affiliates could either (i) be
obligated to register or making filings with or provide notification or
information to any gaming authority, and that such registration, filings or
notification or the provision of such information would pose an Undue Burden on
Dealer or its affiliates or (ii) incur additional risk, liability or cost as a
result of having to comply with any applicable gaming laws, rules or
regulations.  An “Undue Burden” means (A) any
obligation to disclose information that Dealer or any of its affiliates is not
otherwise required to disclose to the general public in generally available
filings (other than information that is readily and generally publicly
available) or to disclose any information earlier or more frequently than it
otherwise does or would otherwise be obligated to do, (B) any registration of,
or provision of information by or in respect of, any employee, officer or
director or agents of Dealer and/or any of its affiliates, other than that which
Dealer and/or any of its affiliates is otherwise required to disclose to the
general public in generally available filings and other readily and generally
publicly available information, or (C) any requirement in respect of the gaming
laws, rules and regulations of any applicable jurisdiction which, in the sole
good faith reasonable discretion of Dealer, would cause (x) undue hardship on,
(y) injury to the business or reputation of, or (z) disclosure of confidential
or sensitive information of, Dealer and/or any of its affiliates or any of their
employees, officers, directors and agents;

     

    (iv)            any
Person (as defined below), acquires beneficial ownership (determined in
accordance with Rule 13d-3 under the Exchange Act, directly or indirectly,
through a purchase, merger or other acquisition transaction or series of
transactions, of shares of Issuer’s capital stock entitling the Person to
exercise 50% or more of the total voting power of all shares of Issuer’s capital
stock entitled to vote generally in elections of directors, other than an
acquisition by Issuer or any of Issuer’s subsidiaries;

     

    (v)            Issuer
(x) merges or consolidates with or into any other Person (other than a
subsidiary), another Person merges with or into Issuer, or Issuer conveys,
sells, transfers or leases all or substantially all of its assets to another
Person, other than any transaction:

     

    
      	
               
      

            	
              (A)

            	
              that
      involves a merger or consolidation that does not result in a
      reclassification, conversion, exchange or cancellation of outstanding
      Shares; or

            


    

     

    
      	
               
      

            	
              (B)

            	
              pursuant
      to which the holders of Shares immediately prior to the transaction have
      the entitlement to exercise, directly or indirectly, 50% or more of the
      total voting power of all shares of capital stock entitled to vote
      generally in the election of directors of the continuing or surviving
      corporation immediately after such transaction, with such holders’
      proportional voting power immediately after the transaction vis-à-vis each
      other with respect to the securities they receive in such transaction
      being in substantially the same proportions as their respective voting
      power vis-à-vis each other with respect to the Shares that they held
      immediately before such transaction;
or

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

       

    

    
      	
               
      

            	
              (C)

            	
              which
      is effected solely to change Issuer’s jurisdiction of incorporation and
      results in a reclassification, conversion or exchange of outstanding
      Shares solely into shares of common stock of the surviving
      entity;

            


    

     

    (vi)          the
first day on which a majority of the members of Issuer’s board of directors does
not consist of Continuing Directors;

     

    (vii)         Issuer’s
stockholders approve any plan or proposal for Issuer’s liquidation or
dissolution; or

     

    (viii)        the
Shares (or other common stock into which the Convertible Securities are then
convertible) are neither listed nor approved for trading on any of the New York
Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select Market (or
any of their respective successors).

     

    Notwithstanding
the foregoing, a transaction set forth in clause (iv) or (v) above will not
constitute an Additional Termination Event if at least 90% of the consideration
(excluding cash payments for fractional shares and cash payments made pursuant
to dissenters’ appraisal rights) in a merger or consolidation otherwise
constituting a transaction set forth in clause (iv) and/or clause (v) above
consists of shares of common stock or American Depository Receipts traded on any
of the New York Stock Exchange, The NASDAQ Global Market or The NASDAQ Global
Select Market (or any of their respective successors), or will be so traded
immediately following the merger or consolidation and as a result of the merger
or consolidation the Convertible Securities become convertible into such
consideration.

     

    “Person” includes any syndicate
or group that would be deemed to be a “person” under Section 13(d)(3) of the
Exchange Act.

     

    “Continuing Director” means, as
of any date of determination, (i) any individual who on the Effective Date was a
member of Issuer’s board of directors, together with any new directors whose
election or, solely to fill the vacancy of a continuing director, appointment by
such board of directors or whose nomination for election by the stockholders of
Issuer was approved by a vote of a majority of the directors of the Issuer then
still in office who were either directors on the Effective Date or whose
election, appointment (in the case of a vacancy of a continuing director) or
nomination for election was previously approved by a majority of the continuing
directors, either by specific vote or by approval of the proxy statement issued
by Issuer on behalf of the board of directors in which such individual is named
as a nominee for director.

     

    (k)                      
Effectiveness.  If,
on or prior to the Effective Date, Dealer reasonably determines that it is
advisable to cancel the Transaction because of concerns that Dealer’s related
hedging activities could be viewed as not complying with applicable securities
laws, rules or regulations, the Transaction shall be cancelled and shall not
become effective, and neither party shall have any obligation to the other party
in respect of the Transaction.

     

    (l)                       
Extension of
Settlement.  Dealer may divide any Component into additional
Components and designate the Expiration Date and the Number of Warrants for each
such Component if Dealer determines, in its reasonable discretion, that such
further division is necessary or advisable to preserve Dealer’s hedging or hedge
unwind activity hereunder in light of existing liquidity conditions in the cash
market or stock loan market or to enable Dealer to effect purchases of Shares in
connection with its hedging, hedge unwind or settlement activity hereunder in a
manner that would, if Dealer were Issuer or an affiliated purchaser of Issuer,
based on the advice of counsel, be in compliance with applicable legal,
regulatory and self-regulatory requirements or with related policies and
procedures applicable to Dealer.

     

    (m)                      No Netting and
Set-off.  The provisions of Section 2(c) of the Agreement shall
not apply to the Transaction.  Each party waives any and all rights it
may have to set-off delivery or payment obligations it owes to the other party
under the Transaction against any delivery or payment obligations owed to it by
the other party, whether arising under the Agreement, under any other agreement
between parties hereto, by operation of law or otherwise.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

       

    

    (n)                      Delivery of
Cash.  For the avoidance of doubt, nothing in this Confirmation
shall be interpreted as requiring the Issuer to deliver cash in respect of the
settlement of the Transaction, except in circumstances where the required cash
settlement thereof is permitted for classification of the contract as equity by
EITF 00-19 as in effect on the relevant Trade Date (including, without
limitation, where the Issuer so elects to deliver cash or fails timely to elect
to deliver Shares or Share Termination Delivery Property in respect of such
settlement).

     

    (o)                      Payments by Dealer upon Early
Termination.  The parties hereby agree that, notwithstanding
anything to the contrary herein, in the Definitions or in the Agreement,
following the payment of the Premium, in the event that an Early Termination
Date (whether as a result of an Event of Default or a Termination Event) occurs
or is designated with respect to the Transaction or the Transaction is
terminated or cancelled pursuant to Article 12 of the Equity Definitions and, as
a result, Dealer would owe to Issuer an amount calculated under Section 6(e) of
the Agreement or Article 12 of the Equity Definitions, such amount shall be
deemed to be zero.

     

    (p)                      Governing
Law.  THE
AGREEMENT, THIS CONFIRMATION AND ALL MATTERS ARISING IN CONNECTION
WITH THE AGREEMENT AND THIS CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO ITS CHOICE OF LAW DOCTRINE, OTHER THAN TITLE 14 OF THE NEW YORK
GENERAL OBLIGATIONS LAW).

     

    (q)                      Waiver of Trial by
Jury.  EACH OF
ISSUER AND DEALER HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR
THE ACTIONS OF DEALER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR
ENFORCEMENT HEREOF.

     

    (r)                      Submission to
Jurisdiction.  THE PARTIES HERETO IRREVOCABLY SUBMIT
TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WIH ALL
MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND
ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE
COURTS.

     

    (s)           Amendment.  This
Confirmation and the Agreement may not be modified, amended or supplemented,
except in a written instrument signed by Issuer and Dealer.

     

    (t)           Counterparts. This
Confirmation may be executed in several counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.

     

    (u)           Method of
Delivery.  Whenever delivery of funds or other assets is
required hereunder by or to Issuer, such delivery shall be made through
DBSI.  In addition, all notices, demands and communications of any
kind relating to the Transaction between Dealer and Issuer shall be transmitted
exclusively through DBSI.

     

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Issuer hereby agrees (a) to check
this Confirmation carefully and immediately upon receipt so that errors or
discrepancies can be promptly identified and rectified and (b) to confirm
that the foregoing (in the exact form provided by Dealer) correctly sets forth
the terms of the agreement between Dealer and Issuer with respect to the
Transaction, by manually signing this Confirmation or this page hereof as
evidence of agreement to such terms and providing the other information
requested herein and immediately returning an executed copy to us.

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	Yours
      faithfully,	 
	 	 	 
	 	
                                    DEUTSCHE
      BANK AG, LONDON BRANCH

                                  	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                     

                                  	
                                    By:
      

                                  	/s/ Lars
      Kestner                                                                	 
	 	 	Name:    Lars
      Kestner	 
	 	 	Title:      Managing
      Director	 
	 	 	 	 
	 	By: 	/s/
      John
      Arnone                                                                	 
	 	 	Name:    John
      Arnone	 
	 	 	Title:      Managing
      Director	 
	 	 	 	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              	 	DEUTSCHE
      BANK SECURITIES INC.	 
	 	Acting
      solely as Agent in connection with this Transaction	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Lars
      Kestner                                                                	 
	 	 	Name:    Lars
      Kestner	 
	 	 	Title:      Managing
      Director	 
	 	 	 	 
	 	By: 	/s/
      John
      Arnone                                                                	 
	 	 	Name:    John
      Arnone	 
	 	 	Title:      Managing
      Director	 
	 	 	 	 


            

          

        

      

       

    

    Agreed
and Accepted By:

     

    
      
        
          
            
              	
                      INTERNATIONAL
      GAME TECHNOLOGY

                    
	 	 	 
	 	 	 
	
                      By:
      

                    	/s/ Patrick
      W. Cavanaugh    	 
	 	Name:    Patrick
      W. Cavanaugh	 
	 	Title:      Executive
      Vice President	 
	 	              
      and Chief Financial Officer	 


            

          

        

      

    

     

     

    Signature Page to Warrant
Confirmation

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Annex
A

    


    For each
Component of the Transaction, the Number of Warrants and Expiration Date is set
forth below.

    


    


    
      
        
          
            
              	
                      Component

                      Number

                    	
                      Number of

                      Warrants

                    	
                      Expiration Date

                    
	 	 	 
	
                      1

                    	
                      62,601

                    	
                      1-Aug-2014

                    
	
                      2

                    	
                      62,601

                    	
                      4-Aug-2014

                    
	
                      3

                    	
                      62,601

                    	
                      5-Aug-2014

                    
	
                      4

                    	
                      62,601

                    	
                      6-Aug-2014

                    
	
                      5

                    	
                      62,601

                    	
                      7-Aug-2014

                    
	
                      6

                    	
                      62,601

                    	
                      8-Aug-2014

                    
	
                      7

                    	
                      62,601

                    	
                      11-Aug-2014

                    
	
                      8

                    	
                      62,601

                    	
                      12-Aug-2014

                    
	
                      9

                    	
                      62,601

                    	
                      13-Aug-2014

                    
	
                      10

                    	
                      62,601

                    	
                      14-Aug-2014

                    
	
                      11

                    	
                      62,601

                    	
                      15-Aug-2014

                    
	
                      12

                    	
                      62,601

                    	
                      18-Aug-2014

                    
	
                      13

                    	
                      62,601

                    	
                      19-Aug-2014

                    
	
                      14

                    	
                      62,601

                    	
                      20-Aug-2014

                    
	
                      15

                    	
                      62,601

                    	
                      21-Aug-2014

                    
	
                      16

                    	
                      62,601

                    	
                      22-Aug-2014

                    
	
                      17

                    	
                      62,601

                    	
                      25-Aug-2014

                    
	
                      18

                    	
                      62,601

                    	
                      26-Aug-2014

                    
	
                      19

                    	
                      62,601

                    	
                      27-Aug-2014

                    
	
                      20

                    	
                      62,601

                    	
                      28-Aug-2014

                    
	
                      21

                    	
                      62,601

                    	
                      29-Aug-2014

                    
	
                      22

                    	
                      62,601

                    	
                      2-Sep-2014

                    
	
                      23

                    	
                      62,601

                    	
                      3-Sep-2014

                    
	
                      24

                    	
                      62,601

                    	
                      4-Sep-2014

                    
	
                      25

                    	
                      62,601

                    	
                      5-Sep-2014

                    
	
                      26

                    	
                      62,601

                    	
                      8-Sep-2014

                    
	
                      27

                    	
                      62,601

                    	
                      9-Sep-2014

                    
	
                      28

                    	
                      62,601

                    	
                      10-Sep-2014

                    
	
                      29

                    	
                      62,601

                    	
                      11-Sep-2014

                    
	
                      30

                    	
                      62,601

                    	
                      12-Sep-2014

                    
	
                      31

                    	
                      62,601

                    	
                      15-Sep-2014

                    
	
                      32

                    	
                      62,601

                    	
                      16-Sep-2014

                    
	
                      33

                    	
                      62,601

                    	
                      17-Sep-2014

                    
	
                      34

                    	
                      62,601

                    	
                      18-Sep-2014

                    
	
                      35

                    	
                      62,601

                    	
                      19-Sep-2014

                    
	
                      36

                    	
                      62,601

                    	
                      22-Sep-2014

                    
	
                      37

                    	
                      62,601

                    	
                      23-Sep-2014

                    
	
                      38

                    	
                      62,601

                    	
                      24-Sep-2014

                    
	
                      39

                    	
                      62,601

                    	
                      25-Sep-2014

                    
	
                      40

                    	
                      62,601

                    	
                      26-Sep-2014

                    
	
                      41

                    	
                      62,601

                    	
                      29-Sep-2014

                    
	
                      42

                    	
                      62,601

                    	
                      30-Sep-2014

                    
	
                      43

                    	
                      62,601

                    	
                      1-Oct-2014

                    
	
                      44

                    	
                      62,601

                    	
                      2-Oct-2014

                    
	
                      45

                    	
                      62,601

                    	
                      3-Oct-2014

                    
	
                      46

                    	
                      62,601

                    	
                      6-Oct-2014

                    
	
                      47

                    	
                      62,601

                    	
                      7-Oct-2014

                    
	
                      48

                    	
                      62,601

                    	
                      8-Oct-2014

                    
	
                      49

                    	
                      62,601

                    	
                      9-Oct-2014

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	
                      50

                    	
                      62,601

                    	
                      10-Oct-2014

                    
	
                      51

                    	
                      62,601

                    	
                      13-Oct-2014

                    
	
                      52

                    	
                      62,601

                    	
                      14-Oct-2014

                    
	
                      53

                    	
                      62,601

                    	
                      15-Oct-2014

                    
	
                      54

                    	
                      62,601

                    	
                      16-Oct-2014

                    
	
                      55

                    	
                      62,601

                    	
                      17-Oct-2014

                    
	
                      56

                    	
                      62,601

                    	
                      20-Oct-2014

                    
	
                      57

                    	
                      62,601

                    	
                      21-Oct-2014

                    
	
                      58

                    	
                      62,601

                    	
                      22-Oct-2014

                    
	
                      59

                    	
                      62,601

                    	
                      23-Oct-2014

                    
	
                      60

                    	
                      62,601

                    	
                      24-Oct-2014

                    
	
                      61

                    	
                      62,601

                    	
                      27-Oct-2014

                    
	
                      62

                    	
                      62,601

                    	
                      28-Oct-2014

                    
	
                      63

                    	
                      62,601

                    	
                      29-Oct-2014

                    
	
                      64

                    	
                      62,601

                    	
                      30-Oct-2014

                    
	
                      65

                    	
                      62,601

                    	
                      31-Oct-2014

                    
	
                      66

                    	
                      62,601

                    	
                      3-Nov-2014

                    
	
                      67

                    	
                      62,601

                    	
                      4-Nov-2014

                    
	
                      68

                    	
                      62,601

                    	
                      5-Nov-2014

                    
	
                      69

                    	
                      62,601

                    	
                      6-Nov-2014

                    
	
                      70

                    	
                      62,601

                    	
                      7-Nov-2014

                    
	
                      71

                    	
                      62,601

                    	
                      10-Nov-2014

                    
	
                      72

                    	
                      62,601

                    	
                      11-Nov-2014

                    
	
                      73

                    	
                      62,601

                    	
                      12-Nov-2014

                    
	
                      74

                    	
                      62,601

                    	
                      13-Nov-2014

                    
	
                      75

                    	
                      62,601

                    	
                      14-Nov-2014

                    
	
                      76

                    	
                      62,601

                    	
                      17-Nov-2014

                    
	
                      77

                    	
                      62,601

                    	
                      18-Nov-2014

                    
	
                      78

                    	
                      62,601

                    	
                      19-Nov-2014

                    
	
                      79

                    	
                      62,601

                    	
                      20-Nov-2014

                    
	
                      80

                    	
                      62,601

                    	
                      21-Nov-2014