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EXHIBIT 10.6  


 
 

SIXTH AMENDMENT TO 
  LOAN AND SECURITY AGREEMENT    
    


        THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of November 1, 2004, by and among Lenders, WELLS FARGO
FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders ("Agent") and, on the other hand, MIDWAY HOME
ENTERTAINMENT INC., a Delaware corporation ("Midway"), MIDWAY AMUSEMENT GAMES, LLC, a Delaware limited liability company ("MAG"; Midway and MAG
are referred to hereinafter each individually as a "Borrower", and individually and collectively, jointly and severally, as the
"Borrowers"), MIDWAY GAMES INC., a Delaware corporation ("Parent"), MIDWAY GAMES
WEST INC., a California corporation ("MGW"), MIDWAY INTERACTIVE INC., a Delaware corporation
("MI"), MIDWAY SALES COMPANY, LLC, a Delaware limited liability company ("MSC"), MIDWAY HOME
STUDIOS INC., a Delaware corporation ("MHS"), SURREAL SOFTWARE INC., a Washington corporation
("Surreal") and MIDWAY STUDIOS—AUSTIN INC., a Texas corporation ("Midway Studios";
Parent, MGW, MI, MSC, MHS, Surreal and Midway Studios, are referred to hereinafter each individually as a "U.S. Credit Party" and individually and
collectively, jointly and severally, as the "U.S. Credit Parties") 


        WHEREAS,
Borrowers, U.S. Credit Parties, Agent, and Lenders are parties to that certain Loan and Security Agreement dated as of March 3, 2004 (as amended, modified or supplemented
from time to time, the "Loan Agreement"); 


        WHEREAS,
Borrowers, U.S. Credit Parties, Agent and Lenders have agreed to amend the Loan Agreement in certain respects, subject to the terms and conditions contained herein. 



        NOW
THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows: 



        1.     Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such
terms in the Loan Agreement. 


        2.     Amendment to Loan Agreement. Subject to the satisfaction of the conditions set forth in Section 4 hereof, the Loan
Agreement is amended as follows: 



        (a)   The
clause (h) of the definition of "Permitted Investment" in Section 1.1 is amended and restated as follows: 


        "(h)
Investments in UK Company so long as the net additional amount of such Investments made from and after the date hereof does not exceed $3,350,000 at any time during the period from
the Closing Date through March 31, 2005, or $750,000 at any time thereafter, and" 




        3.     Ratification. This Amendment, subject to satisfaction of the conditions provided below, shall constitute an amendment to
the Loan Agreement and all of the Loan Documents as appropriate to express the agreements contained herein. In all other respects, the Loan Agreement and the Loan Documents shall remain unchanged and
in full force and effect in accordance with their original terms. 


        4.     Conditions to Effectiveness. This Amendment shall become effective as of the date hereof and upon the satisfaction of the
following conditions precedent: 



        (a)   Each
party hereto shall have executed and delivered this Amendment to Agent; 



        (b)   Companies
shall have delivered to Agent such documents, agreements and instruments as may be requested or required by Agent in connection with this Amendment, each in
form and content acceptable to Agent; 














        (c)   No
Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment; and 



        (d)   All
proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be
satisfactory to Agent and its legal counsel. 




        5.     Miscellaneous. 



        (a)   Warranties and Absence of Defaults. In order to induce Agent to enter into this Amendment, each Company hereby warrants
to Agent, as of the date hereof, that the representations and warranties of Companies contained in the Loan Agreement are true and correct as of the date hereof as if made on the date hereof (other
than those which, by their terms, specifically are made as of certain dates prior to the date hereof). 


        (b)   Expenses. Companies, jointly and severally, agree to pay on demand all costs and expenses of Agent (including the
reasonable fees and expenses of outside counsel for Agent) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or
documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided herein shall survive any termination of this Amendment and the Loan
Agreement as amended hereby. 


        (c)   Governing Law. This Amendment shall be a contract made under and governed by the internal laws of the State of Illinois. 


        (d)   Counterparts. This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or
separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. 




        6.     Release. 



        (a)   In
consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, each Company, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever
discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees,
agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all
demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims,
defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected,
both at law and in equity, which such Company or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of
them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on
account of, or in relation to, or in any way in connection with any of the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. 


        (b)   Each
Company understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an
injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. 



        (c)   Each
Company agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any
manner the final, absolute and unconditional nature of the release set forth above. 
















        IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written. 



	

 	
 	
MIDWAY HOME ENTERTAINMENT INC.,

a Delaware corporation
	

 	
 	
MIDWAY AMUSEMENT GAMES, LLC,
 a Delaware limited liability company
	

 	
 	
MIDWAY GAMES INC.,
 a Delaware corporation
	

 	
 	
MIDWAY GAMES WEST INC.,
 a California corporation
	

 	
 	
MIDWAY INTERACTIVE INC.,
 a Delaware corporation
	

 	
 	
MIDWAY SALES COMPANY, LLC,
 a Delaware limited liability company
	

 	
 	
MIDWAY HOME STUDIOS INC.,
 a Delaware corporation
	

 	
 	
SURREAL SOFTWARE INC.,
 a Washington corporation
	

 	
 	
MIDWAY STUDIOS—AUSTIN INC.,
 a Texas corporation
	

 	
 	

Each By: /s/ Thomas E. Powell

Title: Chief Financial Officer
	

 	
 	
WELLS FARGO FOOTHILL, INC.,
 a California corporation, as Agent, as UK Security Trustee and as a Lender
	

 	
 	

 
	

 	
 	

By: /s/ John Leonard

Title: Vice President













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SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT