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Scientific Games Reports Receipt of Requisite Consents, Pricing of Tender Offer

9 Dec 2004

NEW YORK – (PRESS RELEASE) -- Scientific Games Corporation (Nasdaq: SGMS) announced today that, in connection with the tender offer and consent solicitation for its outstanding 12-1/2% Senior Subordinated Notes due 2010 (the "Notes") (CUSIP No. 053323AJ0), it has received sufficient consents from the registered holders of outstanding Notes to amend the indenture governing the Notes. Scientific Games also announced that it has determined the price to be paid on its tender offer for the outstanding Notes.

Scientific Games indicated that it has received requisite consents from the registered holders of outstanding Notes to amend the indenture governing the Notes to eliminate substantially all of the restrictive covenants and certain related event of default provisions and that it is entering into a supplemental indenture containing the proposed amendments. The consent solicitation for the Notes expired at 5:00 p.m., New York City time, on December 8, 2004. At that time, Scientific Games had received consents from registered holders of 88.34% of the outstanding Notes.

Scientific Games also indicated that the total consideration, excluding accrued and unpaid interest, for each $1,000 principal amount of Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on December 8, 2004, is $1,118.43. The total consideration includes a $20.00 consent payment. The total consideration is equal to the present value on the payment date of $1,062.50 (i.e., the redemption price for the Notes on August 15, 2005, which is the earliest redemption date for the Notes) plus the present value of the interest that would accrue from the payment date until the earliest redemption date, in each case determined based on a fixed spread of 100 basis points over the yield of the 6.5% U.S. Treasury Note due August 15, 2005 at 2:00 p.m., New York City time, on December 8, 2004.

The tender offer will expire at 5:00 p.m., New York City time, on December 22, 2004, unless extended or terminated. All conditions to consummation of the tender offer and consent solicitation continue to apply. This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The offer is being made solely by the Offer to Purchase and Solicitation of Consents dated November 24, 2004 and the related Letter of Transmittal and Consent.

 
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