DEBTORS' CONSENT
U.S. Bank National Association, as Collateral Agent
000 Xxxx Xxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Each of Xxxxx Atlantic City Associates ("Xxxxx XX"),Xxxxx Atlantic
City Funding, Inc. and each Guarantor (as defined in the Collateral Agency
Agreement) hereby consents to the addition of U.S. Bank National Association (as
trustee under the Indenture, dated as of December 10, 1997, among Xxxxx XX,
Xxxxx Atlantic City Funding III, Inc. ("Funding III" and, together with Xxxxx
XX, the "Issuers"), Xxxxx Plaza Associates, Xxxxx Xxx Xxxxx Associates, Xxxxx
Atlantic City Corporation, Xxxxx Casino Services, L.L.C. and Xxxxx
Communications, L.L.C., as guarantors, and the trustee relating to the
$25,000,000 111/4% First Mortgage Notes (TAC III) due 2006 issued by the
Issuers), as a party to the Collateral Agency Agreement dated as of April 17,
1996 among U.S. Bank National Association (formerly First Bank National
Association), as Collateral Agent, U.S. Bank National Association, as Trustee
(as defined in the Collateral Agency Agreement), of a security interest in, or
pledge or assignment of, the Collateral (as defined in the Collateral Agency
Agreement) to the Collateral Agent for the benefit of the Designed
Representatives. As used herein, Designated Representatives shall mean the
Trustee (as defined in the Collateral Agency Agreement), and any other person
who prior to the date hereof became a party to the Collateral Agency Agreement
by executing an Agency Appointment Agreement (as defined in the Collateral
Agency Agreement) prior to the date hereof.
XXXXX ATLANTIC CITY ASSOCIATES
for itself and its subsidiaries
BY: XXXXX ATLANTIC CITY HOLDING, INC., its general partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
XXXXX ATLANTIC CITY FUNDING, INC.
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Chief Executive Officer and President
XXXXX PLAZA ASSOCIATES, as Guarantor
BY: XXXXX ATLANTIC CITY CORPORATION, its general partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
XXXXX XXX XXXXX ASSOCIATES, as Guarantor
BY: XXXXX ATLANTIC CITY CORPORATION, its general partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
XXXXX ATLANTIC CITY CORPORATION, as Guarantor
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
XXXXX CASINO SERVICES, L.L.C., as Guarantor
By: XXXXX ATLANTIC CITY CORPORATION,
member
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
XXXXX COMMUNICATIONS, L.L.C., as Guarantor
By: XXXXX ATLANTIC CITY CORPORATION,
member
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
