AGREEMENT dated as of November 6, 1995 between AUTOTOTE CORPORATION, a Delaware
corporation (the "Company"), and HARTFORD STOCK FUND and HARTFORD ADVISERS FUND
(together, the "Funds").
The Funds are the beneficial and record holders of $40,000,000 principal amount of the Company's 5-1/2%
Convertible Subordinated Debentures due 2001 (the "Debentures").
By letters dated August 10, 1995 and September 8, 1995, the Company and Wellington Management
Company, on behalf of the Funds and any subsequent holders of the Debentures, agreed that no interest
payments on the Debentures would be made by the Company during the period from August 10, 1995 through
and including October 5, 1995 (including the interest payment in the amount of $1.1 million due on August 15,
The parties have agreed that the Company will pay the interest due on the Debentures in the amount of $1.1
million on each of August 15, 1995 and (absent prior conversion of the Debentures) February 15, 1996 by
issuing shares of its Class A Common Stock, $.01 par value ("Shares"), in lieu of cash, all upon the terms and
subject to the conditions hereinafter provided.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Issuance of Shares in Lieu of Cash Payment of Interest. (a) On the basis of the representations, warranties and
agreements contained in, and subject to the terms and conditions of, this Agreement, the Funds (being the holders
of 100% of the Debentures) hereby purchase and accept from the Company, and the Company hereby issues
and sells to the Funds, in lieu of and in full satisfaction of the cash interest payment due on August 15, 1995 on
the Debentures, an aggregate of 422,500 Shares (the "August/1995 Shares"), such Shares to be allocated pro
rata in accordance with the respective principal
amount of Debentures held by the Funds (i.e., 40% to Hartford Stock Fund and 60%
to Hartford Advisers Fund). The Company shall deliver to each of the Funds certificates representing the