**Exhibit 10.90****CONSENT AND SIXTEENTH AMENDMENT TO****LOAN AND SECURITY AGREEMENT**          THIS CONSENT AND SIXTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) isentered into as of November 3, 2005, by and among Lenders, WELLS FARGO FOOTHILL, INC., a Californiacorporation, as the arranger and administrative agent for the Lenders (“Agent”) and MIDWAYHOME ENTERTAINMENT INC., a Delaware corporation (“Midway”), MIDWAY AMUSEMENT GAMES, LLC, aDelaware limited liability company (“MAG”; Midway and MAG are referred to hereinafter eachindividually as a “Borrower”, and individually and collectively, jointly and severally, asthe “Borrowers”), MIDWAY GAMES INC., a Delaware corporation (“Parent”), MIDWAYGAMES WEST INC., a California corporation (“MGW”), MIDWAY INTERACTIVE INC., a Delawarecorporation (“MI”), MIDWAY SALES COMPANY, LLC, a Delaware limited liability company(“MSC”), MIDWAY HOME STUDIOS INC., a Delaware corporation (“MHS”), SURREAL SOFTWAREINC., a Washington corporation (“Surreal”), MIDWAY STUDIOS – AUSTIN INC., a Texascorporation (“MSA”), MIDWAY STUDIOS – LOS ANGELES INC., a California corporation (“MSLA”; Parent,MGW, MI, MSC, MHS, Surreal, MSA and MSLA, 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 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 Parent desires to form and capitalize anew subsidiary (the “French Company”) under French law (the “French CompanyFormation”). Borrowers and U.S. Credit Parties desire for Agent and Required Lenders toconsent to the French Company Formation 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. Consent. Subject to the satisfaction of the conditions set forth in Section 5below, Agent and Required Lenders hereby consent to the French Company Formation; provided that thenet amount of Investments in French Company shall not at any time exceed the applicable amounts setforth in the definition of Permitted Investment in Section 1.1 of the Loan Agreement (as amended bythis Amendment).
 

 
          3. Amendment to Loan Agreement. Subject to the satisfaction of the conditions setforth in Section 5 hereof, the Loan Agreement is amended as follows:          (a) The definition of “Bankruptcy Code” in Section 1.1 of the Loan Agreement is hereby amendedand restated as follows:     “Bankruptcy Code” means title 11 of the United States Code, asapplicable, and as in effect from time to time, and, in respect of UK Company andPitbull, UK Insolvency Laws, in respect of German Company, German Insolvency Laws,in respect of Japan Company, Japan Insolvency Laws, in respect of AustraliaCompanies, Australian Insolvency Laws and in respect of French Company, FrenchInsolvency Laws.          (b) The definition of “Foreign Company” in Section 1.1 of the Loan Agreement is hereby amendedand restated as follows:     “Foreign Companies” means collectively, the Australia Companies, UKCompany, German Company, Japan Company, Pitbull and French Company.          (c) The definition of “Permitted Investment” in Section 1.1 of the Loan Agreement is herebyamended by deleting the word “and” at the end of clause (l), amending clause (m) thereof so that itis now a reference to clause (n) thereof and adding a new clause (m) to read as follows:(m) Investments in French Company so long as the net amount of such Investments madedoes not exceed (i) an amount equal to $1,000,000 plus the ordinary course expensesof French Company at any time prior to December 31, 2005 and (ii) an amount equal tothe ordinary course expenses of French Company at any time on or after December 31,2005 and          (d) The following definitions are added to Section 1.1 of the Loan Agreement, each in theirappropriate alphabetical order:     “French Company” means Midway Games SAS, a French *société par actionssimplifiée*, registered with company number 484 780 333 R.C.S. Paris.     “French Insolvency Laws” means the bankruptcy and insolvency laws asnow and hereafter applying in France.          (e) 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, UK Company and French Company may consign Inventory for
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sale in France with their distributor Nobilis S.A. with a value (based upon the costof such Inventory to Midway, UK Company or French Company) not to exceed $1,000,000at any time.          4. 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.          5. 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) No Default or Event of Default shall have occurred and be continuing on the date hereof oras of the date of the effectiveness 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.          6. 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 the representationsand warranties of Companies contained in the Loan Agreement are true and correct as of the datehereof as if made on the date hereof (other than those which, by their terms, specifically are madeas of certain dates prior to the 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.          Counterparts. This Amendment may be executed in any number of counterparts, and bythe parties hereto on the same or separate counterparts, and each such counterpart, when
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executed and delivered, shall be deemed to be an original, but all such counterparts shalltogether constitute but one and the same Amendment.          7. 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 other legal representatives, herebyabsolutely, unconditionally and irrevocably releases, remises and forever discharges Agent andLenders, and their successors and assigns, and their present and former shareholders, affiliates,subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and otherrepresentatives (Agent, each Lender and all such other Persons being hereinafter referred tocollectively as the “Releasees” and individually as a “Releasee”), of and from all demands,actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sumsof money, accounts, bills, reckonings, damages and any and all other claims, counterclaims,defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” andcollectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, bothat law and in equity, which such Company or any of its successors, assigns, or other legalrepresentatives may now or hereafter own, hold, have or claim to have against the Releasees or anyof them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arisesat any time on or prior to the day and date of this Amendment, including, without limitation, foror on account of, or in relation to, or in any way in connection with any of the Loan Agreement, orany 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 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 Consent and Sixteenth 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 Consent and Sixteenth Amendment to Loan and Security Agreement