**Exhibit 10.89****WAIVER, CONSENT AND FIFTEENTH AMENDMENT TO****LOAN AND SECURITY AGREEMENT**          THIS WAIVER, CONSENT AND FIFTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”)is entered into as of October 17, 2005, by and among Lenders, WELLS FARGO FOOTHILL,INC., a California corporation, as the arranger and administrative agent for the Lenders(“Agent”) and MIDWAY HOME ENTERTAINMENT INC., a Delaware corporation (“Midway”),MIDWAY AMUSEMENT GAMES, LLC, a Delaware limited liability company (“MAG”; Midway and MAG arereferred to hereinafter each individually as a “Borrower”, and individually andcollectively, jointly and severally, as the “Borrowers”), MIDWAY GAMES INC., a Delawarecorporation (“Parent”), MIDWAY GAMES WEST INC., a California corporation (“MGW”),MIDWAY INTERACTIVE INC., a Delaware corporation (“MI”), MIDWAY SALES COMPANY, LLC, aDelaware limited liability company (“MSC”), MIDWAY HOME STUDIOS INC., a Delawarecorporation (“MHS”), SURREAL SOFTWARE INC., a Washington corporation (“Surreal”),MIDWAY STUDIOS – AUSTIN INC., a Texas corporation (“MSA”), MIDWAY STUDIOS – LOS ANGELES INC., aCalifornia corporation (“MSLA”; Parent, MGW, MI, MSC, MHS, Surreal, MSA and MSLA, are referred tohereinafter 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 Loanand Security Agreement dated as of March 3, 2004 (as amended, modified or supplemented from time totime, the “Loan Agreement”);          WHEREAS, Borrowers have advised Agent and Lenders that the names of certain AustralianSubsidiaries have been changed which actions are a default under Section 7.5 of the Loan Agreement(the “Name Change Defaults”) and Borrowers and U.S. Credit Parties have requested thatAgent and Lenders waive the Name Change Defaults and consent to such name changes;          WHEREAS, Borrowers have advised Agent and Lenders that Parent desires to cause the name ofPitbull to be changed to Midway Studios – Newcastle Limited (the “Pitbull Name Change”) andBorrowers and U.S. Credit Parties desire for Agent and Required Lenders to consent to the PitbullName Change as set forth herein; and          WHEREAS, Borrowers, U.S. Credit Parties, Agent and Lenders have agreed to amend the LoanAgreement in certain respects, subject to the terms and conditions contained herein.          NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, theparties hereto agree as follows:          1. Defined Terms. Unless otherwise defined herein, capitalized terms used hereinshall have the meanings ascribed to such terms in the Loan Agreement.
 

 
          2. Waiver and Consent. Subject to the satisfaction of the conditions set forth inSection 6 below, Agent and Required Lenders hereby waive the Name Change Defaults and consent tothe change of name of certain of the Australian Subsidiaries as reflected in Section 4(a) of thisAmendment. This is a limited waiver and consent and shall not be deemed to constitute a waiver of,or consent to, any other future breach of the Loan Agreement (as amended by this Amendment).          3. Consent. Subject to the satisfaction of the conditions set forth in Section 6below, Agent and Required Lenders hereby consent to the Pitbull Name Change. This is a limitedconsent and shall not be deemed to constitute a waiver of, or consent to, any other future breachof the Loan Agreement (as amended by this Amendment).          4. Amendment to Loan Agreement. Subject to the satisfaction of the conditions setforth in Section 6 hereof, the Loan Agreement is amended as follows:          (a) The definition of “Australia Subsidiaries” in Section 1.1 of the Loan Agreement is herebyamended and restated as follows:“Australia Subsidiaries” means Midway Studios — Australia Pty Ltd. (ACN 066907 266), Midway Games — Australia Pty Ltd. (ACN 100 780 989), Midway StudiosDevelopment — Australia Pty Ltd. (ACN 101 413 745), Ratbag Productions Pty Ltd. (ACN096 392 362) and Ratbag Studios Pty Ltd. (ACN 106 892 906).          (b) The definition of “Pitbull” in Section 1.1 of the Loan Agreement is hereby amended andrestated as follows:“Pitbull” means Midway Studios — Newcastle Limited, an English limitedliability private company, registered with company number 3292274.          (c) Section 7.9 of the Loan Agreement is hereby amended and restated as follows:     7.9 ConsignmentsConsign any of their Inventory or sell any of their Inventory on bill and hold, saleor return, sale on approval, or other conditional terms of sale; provided thatMidway and UK Company may consign Inventory for sale in France with theirdistributor Nobilis S.A. with a value (based upon the cost of such Inventory toMidway or UK Company) not to exceed $1,000,000 at any time.          5. Ratification. This Amendment, subject to satisfaction of the conditions providedbelow, shall constitute an amendment to the Loan Agreement and all of the Loan Documents asappropriate to express the agreements contained herein. In all other respects, the Loan Agreementand the Loan Documents shall remain unchanged and in full force and effect in accordance with theiroriginal terms.
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          6. Conditions to Effectiveness. This Amendment shall become effective as of the datehereof 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 maybe requested or required by Agent in connection with this Amendment, each in form and contentacceptable to Agent;          (c) Except for such Defaults as may be waived by this Amendment, no Default or Event ofDefault shall have occurred and be continuing on the date hereof or as of the date of theeffectiveness of this Amendment; and          (d) All proceedings taken in connection with the transactions contemplated by this Amendmentand all documents, instruments and other legal matters incident thereto shall be satisfactory toAgent and its legal counsel.          7. Miscellaneous.          (a) Warranties and Absence of Defaults. In order to induce Agent to enter into thisAmendment, each Company hereby warrants to Agent, as of the date hereof, that, except for suchDefaults as may be waived by this Amendment, the representations and warranties of Companiescontained in the Loan Agreement are true and correct as of the date hereof as if made on the datehereof (other than those which, by their terms, specifically are made as of certain dates prior tothe date hereof).          (b) Expenses. Companies, jointly and severally, agree to pay on demand all costs andexpenses of Agent (including the reasonable fees and expenses of outside counsel for Agent) inconnection with the preparation, negotiation, execution, delivery and administration of thisAmendment and all other instruments or documents provided for herein or delivered or to bedelivered hereunder or in connection herewith. All obligations provided herein shall survive anytermination of this Amendment and the Loan Agreement as amended hereby.          (c) Governing Law. This Amendment shall be a contract made under and governed by theinternal laws of the State of Illinois.          (d) Counterparts. This Amendment may be executed in any number of counterparts, andby the parties hereto on the same or separate counterparts, and each such counterpart, whenexecuted and delivered, shall be deemed to be an original, but all such counterparts shall togetherconstitute but one and the same Amendment.          8. Release.          (a) In consideration of the agreements of Agent and Lenders contained herein and for othergood and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, eachCompany, on behalf of itself and its successors, assigns, and
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other legal representatives, hereby absolutely, unconditionally and irrevocably releases,remises and forever discharges Agent and Lenders, and their successors and assigns, and theirpresent and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors,officers, attorneys, employees, agents and other representatives (Agent, each Lender and all suchother 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 anyand all other claims, counterclaims, defenses, rights of set-off, demands and liabilitieswhatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known orunknown, suspected or unsuspected, both at law and in equity, which such Company or any of itssuccessors, assigns, or other legal representatives may now or hereafter own, hold, have or claimto 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 thisAmendment, including, without limitation, for or on account of, or in relation to, or in any way inconnection with any of the Loan Agreement, or any of the other Loan Documents or transactionsthereunder or related thereto.          (b) Each Company understands, acknowledges and agrees that the release set forth above may bepleaded as a full and complete defense and may be used as a basis for an injunction against anyaction, suit or other proceeding which may be instituted, prosecuted or attempted in breach of theprovisions of such release.          (c) Each Company agrees that no fact, event, circumstance, evidence or transaction which couldnow be asserted or which may hereafter be discovered shall affect in any manner the final, absoluteand unconditional nature of the release set forth above.
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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by theirrespective 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         **MIDWAY STUDIOS — LOS ANGELES INC**.,  a California corporation         Each By Thomas E. Powell           Title EVP-Finance, CFO & Treasurer      Signature page to Waiver, Consent and Fifteenth Amendment to Loan and Security Agreement
 

 
         **WELLS FARGO FOOTHILL, INC.**,    a California corporation, as Agent, as UK Security Trustee and as a Lender         By John Leonard           Title Vice President       Signature page to Waiver, Consent and Fifteenth Amendment to Loan and Security Agreement