(c) The definition of “Maximum Revolver Amount” appearing in Section 1.1 of the CreditAgreement is hereby amended to delete the number “$1,047,619” appearing therein and toreplace such figure with the following language: “the aggregate face amount as of any dateof determination of (i) that Letter of Credit issued by Wells Fargo Bank, N.A. on January 5,2006, initially in favor of RREEF Domain, LP, with an initial face amount of $833,333, and(ii) that Letter of Credit issued by Wells Fargo Bank, N.A. on November 6, 2006, initiallyin favor of Crystal Pier Partners, LP, San Diego, CA, with an initial face amount of$214,285.75, in each case, together with any Letter of Credit as may renew, refinance,restructure, replace, or extend either such Letter of Credit, and in each case, as the samemay be amended, restated, supplemented or otherwise modified and in effect”.     (d) Section 1.1 of the Credit Agreement is hereby amended to insert the following newdefinition in proper alphabetical order:     “German Intercompany Loan” means, collectively, one or moreloans in an aggregate principal amount of up to €2,137,100 made on or afterAugust 19, 2008 by the German Company to the Parent and evidenced by thatcertain Agreement dated as of August 19, 2008, as amended, restated,supplemented or otherwise modified, as such loan or loans may be refinanced,renewed or extended.     (e) The definition of “Permitted Lien” appearing in Section 1.1 of the Credit Agreementis hereby amended (i) to insert the additional clause “(n) Liens granted in favor of theGerman Company and securing the obligations of the Parent under the German IntercompanyLoan” immediately after clause (m) therein and (ii) to renumber the final clause in suchdefinition from “(n)” to “(o)”.     (f) Article VIII of the Credit Agreement is hereby amended to insert the followingSection 8.14 immediately following Section 8.13 appearing therein, and to renumber Sections8.14 and 8.15 as Sections “8.15” and “8.16”, respectively:     8.14 The German Company shall sell, assign, pledge, or otherwise transfer itsinterest in the German Intercompany Loan without the prior consent of the Lender orthe German Company’s security interest in the collateral pledged by the Parent inconnection with such German Intercompany Loan shall be enforced or foreclosed upon.     2. Representations and Warranties. Midway hereby represents and warrants that aftergiving effect to the terms of this Amendment (i) no Default or Event of Default has occurred and iscontinuing and (ii) the representations and warranties contained in the Credit Agreement and theother Loan Documents shall be true and correct in all material respects on and as of the datehereof, as though made on and as of such date (except to the extent that such representations andwarranties relate solely to an earlier date).     3. Counterparts. This Amendment may be executed in any number of counterparts and bydifferent parties hereto in separate counterparts, each of which when so executed and
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deliveredshall be deemed to constitute one and the same instrument. A signature page sent to the Lender orits counsel by facsimile or other electronic means (including in portable document format (.pdf))shall be effective as an original counterpart signature.     4. Section Titles. The section titles contained in this Amendment are and shall bewithout substance, meaning or content of any kind whatsoever and are not a part of the agreementbetween the parties hereto.     5. Governing Law. The validity of this Amendment, the construction, interpretation,and enforcement hereof, and the rights of the parties hereto with respect to all matters arisinghereunder or related hereto shall be determined under, governed by, and construed in accordancewith the laws of the State of Illinois.[Signature Pages Follow]
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               IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first abovewritten.      **MIDWAY HOME ENTERTAINMENT INC.**,