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Autotote Corporation Announces Receipt of Tenders and Consents From Over 99.53% of Outstanding 10 7/8% Series B Senior Notes Due 2004

7 August 2000

NEW YORK--(Press Release)--Aug. 7, 2000--Autotote Corporation (ASE:TTE) announced today that it has received tenders and consents from holders of an aggregate of $109,485,000 principal amount (approximately 99.53%) of its 10 7/8% Series B Senior Notes due 2004 (the ``Notes'') in connection with its previously announced cash tender offer and consent solicitation for the Notes.

As a result, all of the proposed amendments (the ``Proposed Amendments'') to the Indenture governing the Notes have been adopted, the Company has executed a supplemental indenture reflecting the Proposed Amendments and the consent date has been fixed at midnight , New York City time, on August 4, 2000 (the ``Consent Date'').

As described in more detail in the Offer to Purchase and Consent Solicitation Statement dated July 24, 2000 (the ``Statement''), the total consideration for the Notes includes a consent payment equal to $25.00 per $1,000 principal amount of the Notes purchased that will be paid only for tendered Notes for which consents have been validly delivered and not revoked prior to 12:00 midnight, New York City time, on the Consent Date.

The tender offer will terminate at 9:00 A.M., New York City time, on Monday, August 21, 2000, unless extended.

The tender offer and consent solicitation are being made in connection with the proposed acquisition (the ``Scientific Games Acquisition'') by the Company of Scientific Games Holdings Corp. (``Scientific Games''). The purpose of the tender offer is to acquire all of the Notes.

The purpose of the consent solicitation and the Proposed Amendments is to eliminate substantially all of the restrictive covenants and certain related provisions contained in the Indenture, except that the purpose of certain interim amendments (the ``Interim Amendments'') included in the Proposed Amendments is to permit, prior to the time that other Proposed Amendments become operative upon acceptance of Notes for payment pursuant to the tender offer, the Company to incur up to $200 million of indebtedness (the ``New Indebtedness'') intended to be used, together with the proceeds of borrowings under senior secured credit facilities and of a proposed issuance of convertible preferred stock and available cash on hand, to finance (w) the tender offer and the consent payments, (x) repayment of substantially all other existing indebtedness of the Company and Scientific Games (other than the Company's convertible subordinated debentures), (y) the cost of the Scientific Games Acquisition and (z) other costs and expenses in connection with the foregoing.

An amount not less than the net proceeds to the Company of the New Indebtedness will initially be held in escrow and will not be used until the consummation of the Scientific Games Acquisition and the acceptance for payment of Notes, the tender of which represents the Requisite Consents, pursuant to the tender offer, except that, if the tender offer is terminated or withdrawn prior to acceptance for payment of any Notes, the amount held in escrow will be used, together (if necessary) with other available funds, to redeem or repay the New Indebtedness at a redemption or repayment price not in excess of 101% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption or repayment.

The tender offer and the making of the consent payments are conditioned upon, among other things, consummation of the Scientific Games Acquisition and the satisfaction of a financing condition, each as described in more detail in the Statement.

This announcement is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to the Notes. The tender offer and consent solicitation are being made solely by the Statement and the related Consent and Letter of Transmittal, as the same may be amended from time to time.

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