0000950137-06-006351 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 30th, 2006 • Midway Games Inc • Services-prepackaged software • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of May 30, 2005 by and between Midway Games Inc., a Delaware corporation (the “Company”), and Banc of America Securities LLC (the “Initial Purchaser”), pursuant to that certain Purchase Agreement, dated as of May 24, 2005 (the “Purchase Agreement”) between the Company and the Initial Purchaser.

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MIDWAY GAMES INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 30, 2006 $75,000,000 Principal Amount 7.125% CONVERTIBLE SENIOR NOTES DUE 2026
Midway Games Inc • May 30th, 2006 • Services-prepackaged software • New York

INDENTURE, dated as of May 30, 2006, between Midway Games Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

CONSENT AND SEVENTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 30th, 2006 • Midway Games Inc • Services-prepackaged software

THIS CONSENT AND SEVENTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of May 24 , 2006, 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 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”), MIDWAY STUDIOS – AUSTIN INC., a Texas corporation (“MSA”), MIDWAY STU

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