Exhibit 4.39
DEBTORS' CONSENT
U.S. Bank National Association, as Collateral Agent
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Each of ▇▇▇▇▇ Atlantic City Associates ("▇▇▇▇▇ ▇▇"),
▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ Atlantic City Funding II, Inc. ("Funding II"
and, together with ▇▇▇▇▇ ▇▇, the "Issuers"), ▇▇▇▇▇ Plaza Associates, ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ Associates, ▇▇▇▇▇ Atlantic City Corporation, ▇▇▇▇▇ Casino Services,
L.L.C. and ▇▇▇▇▇ 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.
▇▇▇▇▇ ATLANTIC CITY ASSOCIATES
for itself and its subsidiaries
BY: ▇▇▇▇▇ ATLANTIC CITY HOLDING, INC., its general partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ATLANTIC CITY FUNDING, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer and President
▇▇▇▇▇ PLAZA ASSOCIATES, as Guarantor
BY: ▇▇▇▇▇ ATLANTIC CITY CORPORATION, its general partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ASSOCIATES, As Guarantor
BY: ▇▇▇▇▇ ATLANTIC CITY CORPORATION, its general partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ATLANTIC CITY CORPORATION, as Guarantor
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ CASINO SERVICES, L.L.C., as Guarantor
By: ▇▇▇▇▇ ATLANTIC CITY CORPORATION,
member
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ COMMUNICATIONS, L.L.C., as Guarantor
By: ▇▇▇▇▇ ATLANTIC CITY CORPORATION,
member
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President