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Solicitation of Consents from Holders of Certain Indebtedness of Hollywood Casino Shreveport and Shreveport Capital Corporation

24/02/2003

WYOMISSING, Pa.--Feb. 24, 2003--Penn National Gaming, Inc. (NASDAQ:PENN) announced today that one of its wholly owned subsidiaries (the "Company") is soliciting consents from holders of record as of February 21, 2003 of the 13% Senior Secured Notes due 20

Solicitation of Consents from Holders of Certain Indebtedness of Hollywood Casino Shreveport and Shreveport Capital Corporation by a Subsidiary of Penn National Gaming

WYOMISSING, Pa.--Feb. 24, 2003--Penn National Gaming, Inc. (NASDAQ:PENN) announced today that one of its wholly owned subsidiaries (the "Company") is soliciting consents from holders of record as of February 21, 2003 of the 13% Senior Secured Notes due 2006 and the 13% First Mortgage Notes due 2006 issued by Hollywood Casino Shreveport and Shreveport Capital Corporation to proposed waivers with respect to the notes.

No consideration is being paid to any holder in connection with the consent solicitation.

The principal purpose of the proposed waivers is to eliminate the risk of a default under the indentures governing the notes that may occur as a result of the proposed merger of the Company with and into Hollywood Casino Corporation. The proposed waivers will provide Penn National Gaming with an opportunity to evaluate the Shreveport Casino with a view towards rationalizing its operations and capital structure without the distractions and disruption associated with a default under the indentures. A default would occur in the event that the issuers of the notes or any other person fails to make or consummate an offer to purchase the notes at 101% of the principal amount thereof following the merger as required under the indentures and the notes due to the change of control resulting from the merger. Penn National Gaming does not intend to, or to permit any of its subsidiaries to, provide financing or credit support to enable any of them or the issuers to make a change of control offer to repurchase the notes.

The consent solicitation will expire at 5:00 p.m., New York City time, on February 28, 2003 or such time to which it may be extended or earlier terminated by the Company in accordance with its terms. The proposed waivers will be approved and become effective at the time, on or prior to the expiration time, that the Company has received consents from holders of the senior secured notes holding not less than a majority in aggregate principal amount of the senior secured notes outstanding with respect to the senior secured notes and from holders of the first mortgage notes holding not less than a majority in aggregate principal amount of the first mortgage notes outstanding with respect to the first mortgage notes. The senior secured notes proposed waiver and the first mortgage notes waiver are conditioned upon each other, and, accordingly, the requisite consents must be received with respect to each of the senior secured notes and the first mortgage notes for each of the proposed waivers to become effective.

Consummation of the merger is subject to certain conditions, including certain regulatory approvals. Approval of the proposed waivers is not a condition to consummation of the merger.

The consent solicitation is subject to the terms and conditions set forth in the Consent Solicitation Statement and the related Consent Letter that are being sent to all holders of the Notes. D.F. King & Co., Inc. is serving as the Information Agent and Tabulation Agent in connection with the solicitation of consents.

Penn National Gaming owns and operates Charles Town Races in Charles Town, West Virginia, which presently features 2,715 gaming machines (with approval to offer 3,500 machines); two Mississippi casinos, the Casino Magic hotel, casino, golf resort and marina in Bay St. Louis and the Boomtown Biloxi casino in Biloxi; the Casino Rouge, a riverboat gaming facility in Baton Rouge, Louisiana and the Bullwhackers properties in Black Hawk, Colorado. Penn National Gaming also owns two racetracks and eleven off-track wagering facilities in Pennsylvania; the racetrack at Charles Town Races in West Virginia; a 50% interest in the Pennwood Racing Inc. joint venture which owns and operates Freehold Raceway; and operates Casino Rama, a gaming facility located approximately 90 miles north of Toronto, Canada, pursuant to a management contract. Upon consummation of the merger, Penn National Gaming will acquire Hollywood Casino Corporation (AMEX: HWD), the owner and operator of Hollywood-themed casino entertainment facilities under the service mark Hollywood Casino(R) in Aurora, Illinois, Tunica, Mississippi and Shreveport, Louisiana.

In addition to historical facts or statements of current condition, this press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Some of these statements include those regarding our pending acquisition of Hollywood Casino Corporation, our expectations of favorable regulatory developments in certain jurisdictions in which we operate, our prospects for future growth and our optimism in light of current economic conditions. These statements are subject to a number of risks and uncertainties that could cause the statements made to be incorrect and the actual results to differ materially. Penn National Gaming describes certain of these risks and uncertainties in its filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2001. Some of these risks include those relating to the ability of Penn National Gaming to integrate and manage facilities it acquires, risks relating to the development and expansion of properties, risks of increased competition and risks relating to the fact that we are heavily regulated by gaming authorities. Penn National Gaming does not intend to update publicly any forward-looking statements except as required by law. The cautionary advice in this paragraph is permitted by the Private Securities Litigation Reform Act of 1995.

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