Exhibit 4.39
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 II, Inc. ("Funding II"
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 $75,000,000 11 1/4% First Mortgage Notes (TAC II) 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, and the parties signatory thereto, and confirms the
grant set forth in each of the Collateral Documents (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
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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
