EXHIBIT 10.1  


FIFTH AMENDMENT DATED AS OF OCTOBER 9, 2002 TO CREDIT

AGREEMENT DATED AS OF SEPTEMBER 20, 2000  


        This Fifth Amendment dated as of October 9, 2002 to Credit Agreement dated as of September 20, 2000 (this
"Amendment") is made by and among MIDWAY GAMES INC., a Delaware corporation (the "Company"), the
financial institutions parties hereto (the "Banks"), and BANK OF AMERICA, N.A., as letter of credit issuing bank and as agent for the Banks (in its
capacity as agent, together with any successors and assigns, the "Agent"). Terms used but not defined herein have the meanings specified in the Credit
Agreement referenced below. 


W I T N E S S E T H:  


        WHEREAS, the Company, the Banks, the Issuing Bank and the Agent are parties to that certain Credit Agreement dated as of September 20, 2000 (as heretofore
amended or modified, the "Credit Agreement"); 


        WHEREAS,
the Company has requested that the Banks, the Issuing Bank and the Agent agree to amend or modify the Credit Agreement as set forth herein; and 


        WHEREAS,
the Agent, the Banks and the Issuing Bank are willing to amend and modify the Credit Agreement, subject to the terms and conditions contained herein. 



        NOW,
THEREFORE, in consideration of the premises, the mutual covenants herein contained and other good and valuable consideration (the receipt, adequacy and sufficiency of which are
hereby acknowledged), the parties hereto, intending legally to be bound, hereby agree as follows: 


SECTION 1  


AMENDMENTS TO THE CREDIT AGREEMENT  


        The Credit Agreement is hereby amended as follows: 



        (a)  Section 1.1
of the Credit Agreement is amended so that the definition of "Collateral Documents" shall read in its entirety as follows: 


        "Collateral Documents" has the meaning set forth in the definition of Collateral. Without limitation, the term Collateral Documents
includes the Security Agreement. 


        (b)  Section 1.1
of the Credit Agreement is further amended so that definition of "L/C Commitment" reads in its
entirety as follows: 





 

"L/C Commitment" means the commitment of the Issuing Bank to Issue, and the commitment of the Banks severally to participate in, Letters of Credit
(including the Existing Bank of America Letters of Credit) from time to time Issued or outstanding under Article III, in an aggregate amount not to exceed the following amounts during the
following periods: 



	PERIOD
 
	 	AMOUNT

	Prior to March 30, 2001	 	$	40,000,000
	March 31, 2001 through August 14, 2001	 	$	3,500,000
	August 15, 2001 through October 30, 2002	 	$	15,000,000
	October 31, 2002 through February 14, 2003	 	$	20,000,000
	February 15, 2003 through June 30, 2003	 	$	15,000,000
	July 1, 2003 through January 31, 2004	 	$	20,000,000
	February 1, 2004 and thereafter	 	$	15,000,000






as
the same shall be reduced as a result of a reduction in the L/C Commitment pursuant to Section 2.5; it being understood that the L/C Commitment is a part of the Total Commitment, rather than
a separate, independent commitment. 




        (c)  Section 1.1
of the Credit Agreement is further amended so that definition of "Revolving Termination Date" reads in
its entirety as follows: 



"Revolving Termination Date" means the earlier to occur of: (a) March 31, 2004 and (b) the date on which the Total Commitment
terminates in accordance with the provisions of this Agreement. 




        (d)  Section 1.1
of the Credit Agreement is amended by adding thereto definitions of "Security Agreement" as follows: 



"Security Agreement" means the Security Agreement dated as of November 24, 2000, among the Company, various other grantor parties thereto, and
the Agent, as the same may be amended or modified from time to time. 




        (e)  Section 2.1
of the Credit Agreement is amended to read in its entirety as follows: 



        2.1.    Amounts and Terms of Commitments.    Each Bank severally agrees, on the terms and conditions set forth herein,
to make loans to the Company (each such loan, a "Revolving Loan") from time to time on any Business Day during the period from the Closing Date to the
Revolving Termination Date; provided, however, that, after giving effect to any Borrowing of Revolving
Loans, the Effective Amount of all Revolving Loans plus the Effective Amount of all L/C Obligations, shall not at any time exceed the following amounts during the following periods
(any such amount with respect to any such period, as the same may be reduced pursuant to Section 2.5 or 2.7 being herein called, the "Total
Commitment"): 



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	PERIOD
 
	 	AMOUNT

	Closing Date through December 30, 2000	 	$	55,000,000
	December 31, 2000 through March 30, 2001	 	$	40,000,000
	March 31, 2001 through June 30, 2002	 	$	15,000,000
	July 1, 2002 through October 30, 2002	 	$	40,000,000
	October 31, 2002 through February 14, 2003	 	$	60,000,000
	February 15, 2003 through June 30, 2003	 	$	15,000,000
	July 1, 2003 through January 31, 2004	 	$	40,000,000
	February 1, 2004 and thereafter	 	$	15,000,000






provided further, that the Effective Amount of the Revolving Loans of any Bank plus the participation of
such Bank in the Effective Amount of all L/C Obligations shall not at any time exceed such Bank's Pro Rata Share of the Total Commitment. Within the limits of each Bank's Commitment, and subject to
the other terms and conditions hereof, the Company may borrow under this Section 2.1, prepay under Section 2.6 and reborrow under this Section 2.1. 




        (f)    Section 5.2
of the Credit Agreement is amended by (i) deleting "and" after Section 5.2(b); (ii) substituting "; and" for the period after
Section 5.2(c); and (iii) adding thereto Section 5.2(d) as follows: 



        (d)    Certificate.    In addition to the Notice of Borrowing or other documentation under Section 5.2(a), the
Agent shall have received a certificate of a Responsible Officer to the effect that immediately before and after giving effect to the Borrowing on the Borrowing Date or Issuance of a Letter of Credit
on the Issuance Date, the Company is and will be in compliance with the financial tests set forth in Sections 9.1 through 9.4 of this Agreement. 




        (g)  Section 6.11
of the Credit Agreement is amended by substituting "June 30, 2001" for "June 30, 1999" and substituting "March 31, 2002" for
March 31, 2000" in subsection (a), and by substituting "June 30, 2002" for "June 30, 2000" in subsection (b). 


        (h)  Section 7.2(b)
of the Credit Agreement is amended to read in its entirety as follows: 



        (b)(i)no
later than 30 days after the end of each month, a Compliance Certificate executed by a Responsible Officer, and (ii) not later than 15 days
after the end of each month an aging of receivables report in form and detail acceptable to the Banks; 




        (i)    Section 8.15
of the Credit Agreement is amended to read in its entirety as follows: 



        8.15    Clean-up/Clean Down Provisions.    Notwithstanding any other provision contained in this Agreement
to the contrary, the Company agrees 



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that
from March 1 of each Fiscal Year during the term of this Agreement, commencing March 1, 2002, and for a period of ninety (90) consecutive days thereafter the Effective Amount
of all Revolving Loans shall be zero. The Company agrees to make any prepayment of the Revolving Loans which may be necessary to comply with the terms of this Section 8.15. 


        (j)    Section 9.1
of the Credit Agreement is amended to read in its entirety as follows: 



        9.1    Minimum Net Worth.    The Company shall not at any time permit its Consolidated Net Worth to be less than the
following amounts for the following periods: 



	PERIOD
 
	 	AMOUNT

	Prior to March 31, 2001	 	$	130,000,000
	April 1, 2001 through August 14, 2001	 	$	90,000,000
	August 15, 2001 through December 30, 2002	 	$	100,000,000
	December 31, 2002 through December 30, 2003	 	$	190,000,000
	December 31, 2003 and thereafter	 	$	215,000,000






        (k)  Section 9.2
of the Credit Agreement is amended in its entirety to read as follows: 



        9.2    Minimum Liquidity.    The Company shall not at any time permit its Liquidity to be less than $10,000,000. For
purposes hereof, "Liquidity" means the sum of (i) the aggregate unused Commitments under this Agreement to the extent then available to the
Company plus (ii) the aggregate of all nonrestricted and unencumbered cash and cash equivalents of the Company and its Subsidiaries.
Notwithstanding the foregoing, the provisions of this Section 9.2 shall not apply during the period from November 30, 2002 through January 31, 2003. 




        (l)    Section 9.3
of the Credit Agreement is amended to read in its entirety as follows: 



        9.3    Quick Ratio.    As of the end of any month during the following periods, the Company will not permit its Quick
Ratio to be less than the ratio applicable to such month as follows: 



	PERIOD
 
	 	RATIO

	Prior to October 31, 2000	 	1.50:1
	Month of November 2000	 	2.50:1
	December 1, 2000 through June 30, 2001	 	10.00:1
	July 1, 2001 through January 31, 2002	 	3.00:1
	February 1, 2002 through June 30, 2002	 	5.00:1
	July 1, 2002 through January 31, 2003	 	3.00:1
	February 1, 2003 through June 30, 2003	 	5.00:1
	July 1, 2003 and thereafter	 	3.00:1





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For
purposes hereof, "Quick Ratio" means the ratio of (i) the aggregate accounts receivable of the Company and its Subsidiaries net of reserves
for doubtful accounts consistent with the historical levels and past practices, to (ii) the aggregate Effective Amount of Revolving Loans under this Agreement. 




        (m)  Schedule I
to the Credit Agreement is amended to read in its entirety as set forth in Schedule I attached hereto. The Commitment and the Pro Rata Share of
each Bank is as set forth on Schedule I attached hereto. 


SECTION 3  


WARRANTIES  


        The Company warrants to the Agent and the Banks as of the date hereof that: 



        (a)  After
giving effect to this Amendment, all representations and warranties contained in the Credit Agreement and in the Security Agreement are true and correct in all
material respects on and as of the date hereof with the
same effect as if made on the date hereof (except to the extent such representations and warranties expressly refer to an earlier date). 


        (b)  After
giving effect to this Amendment, no Default or Event of Default has occurred and is continuing or will result from this Amendment. 


        (c)  The
execution, delivery and performance by the Company of this Amendment and the New Notes (as defined below) have been duly authorized by all necessary corporate and
other action and do not and will not require any registration with, consent or approval of, notice to or action by, any Person (including any Governmental Authority) in order to be effective and
enforceable. 


        (d)  The
Credit Agreement (as modified by this Amendment) and the New Notes constitute the legal, valid and binding obligations of the Company, enforceable against it in
accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor's rights generally or by equitable
principles relating to enforceability. 


        (e)  Pursuant
to the Security Agreement, the Company and each of its Subsidiaries parties thereto have granted to the Agent, as security for the Obligations (as defined in
the Security Agreement), a security interest in all Equipment, Inventory, Receivables, Related Contracts, Security Collateral, Account Collateral, Intellectual Property Collateral, general
intangibles, books, and proceeds (in each case as defined in the Security Agreement). 


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        (f)    The
schedules to the IP Security Agreement Supplement referred to in Section 4(f) below represent all Intellectual Property Collateral (as defined in
Section 1(f) of the Security Agreement). 


        (g)  (i) Schedule IX
hereto sets forth a true and complete list of all Pledged Accounts (as defined in Section 5(a) of the Security Agreement);
(ii) Schedule X hereto sets forth a true and complete list of all Unblocked Accounts (as defined in Section 5(e) of the Security Agreement); and (iii) Schedule XI
hereto sets forth a true and complete list of all Cash Concentration Accounts (as defined in Section 6 of the Preliminary Statements to the Security Agreement). Neither the Company nor any
Guarantor has any deposit account other than (i) the Pledged Accounts listed in schedule IX hereto, (ii) the Unblocked Accounts listed on Schedule X hereto, and
(iii) the Cash Concentration Accounts listed on Schedule XI hereto. The Company and the Guarantors have instructed all Obligors to make all payments to either a Pledged Account or the
Cash Concentration Accounts. 


        (h)  The
Company has no Domestic Subsidiaries other than the Subsidiaries whose signatures appear below the Guarantor Acknowledgement to this Amendment. Each Domestic
Subsidiary of the Company has heretofore executed and delivered to the Agent a Guaranty and a Security Agreement. 


SECTION 4  


CONDITIONS PRECEDENT TO EFFECTIVENESS  


        This Amendment shall become effective as of October 9, 2002 (the "Effective Date"),  provided,
however, that the effectiveness of this Amendment is subject to the receipt by the Agent of the following, each appropriately completed and
duly executed as required and otherwise in form and substance reasonably satisfactory to the Agent: 


        (a)  counterparts
of this Amendment, executed by the Company and the Banks; 


        (b)  the
Notes in the form of Exhibits A-1 and A-2 attached hereto (collectively, "New Notes"); 


        (c)  an
opinion of Deborah K. Fulton, in her capacity as Senior Vice President, Secretary and General Counsel of the Company and addressed to the Agent and the Banks,
substantially in the form of Exhibit B hereto; 


        (d)  evidence
of the payment of (i) upfront fee to be shared by each Bank in proportion of such Bank's Pro Rata Share of $75,000, and (ii) all other fees and
expenses of the Agent (including legal fees and expenses) heretofore billed to or owing by the Company; 


        (e)  a
certificate of the Secretary or Assistant Secretary of the Company certifying as to (A) resolutions of the board of directors or members, as the case may be, of
the Company authorizing the execution, delivery and performance of this Amendment, 


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and
(B) the name(s) of the officer(s) of the Company authorized to sign this Amendment and the documents related hereto on behalf of the Company and each Guarantor; 


        (f)    for
each Grantor under the Security Agreement, a current IP Security Agreement Supplement pursuant to Section 1(f) and 14(g) of the Security Agreement; and 


        (g)  such
other instruments, agreements and documents (including updated documentation with respect to the Cash Concentration Accounts, the Pledged Accounts and other Account
Collateral referred to in the Security
Agreement), as the Agent may reasonably request, in each case duly executed as required and otherwise in form and substance reasonably satisfactory to the Agent. 


SECTION 5  


GENERAL  


        (a)  With
respect to the Pledged Account Letters heretofore executed and delivered by the Company and the Guarantors to the Agent, the Company and each Guarantor hereby
authorize the Agent (i) to date such Pledged Account Letter "November 24, 2000", and (ii) to add to page 2 of such Letter the name and Account Number of the Cash Concentration
Account of the Company or such Guarantor (as applicable) pursuant to Schedule XI hereto. 


        (b)  As
hereby modified, the Credit Agreement and the other Amendment Documents shall remain in full force and effect and are hereby ratified, approved and confirmed in all
respects. 


        (c)  The
Company acknowledges and agrees that the execution and delivery by the Agent and the Banks of this Amendment shall not be deemed to create a course of dealing or
otherwise obligate the Agent or the Banks to execute similar modifications under the same or similar circumstances in the future. 



        (d)  Upon
execution and delivery of this Amendment, this Amendment shall be binding upon and shall inure to the benefit of the Company, the Agent and the Banks and their
respective successors and assigns. 


        (e)  The
Company agrees to pay all fees and out-of-pocket costs and expenses of the Agent (including reasonable attorneys' fees and expenses of
counsel to the Agent and the Banks) in connection with the preparation and execution of this Amendment. 


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


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        (g)  The
Company hereby agrees that (i) on or before November 17, 2002, it will furnish to the Agent certified resolutions of its board of Directors ratifying
this Amendment, and (ii) promptly following the effectiveness of this Amendment, it will execute and deliver or cause to be executed and delivered to the Agent such documentation regarding the
Pledged Accounts as the Agent shall require (including without limitation, updated letters substantially in the form of Exhibits B, C and G to the Security Agreement with such modifications as the
Agent shall request to provide "control" under Section 9-104 of the Uniform Commercial Code). 


Delivered
at Chicago, Illinois, as of the date and year first above written. 


[SIGNATURES ON THE FOLLOWING PAGE]


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        IN
WITNESS WHEREOF, the parties hereto have caused the execution and delivery hereof by their respective representatives thereunto duly authorized as of this 9th day of
October, 2002. 



	

 	
COMPANY
	

 	
MIDWAY GAMES INC.
	

 	

By:	

/s/ Thomas E. Powell
	 	Name:	Thomas E. Powell
	 	Title:	E.V.P.—Finance, Treasurer and CFO
	

 	
AGENT
	

 	
BANK OF AMERICA, N.A., as Agent
	

 	

By:	

/s/ David A. Johanson
	 	Name:	David A. Johanson
	 	Title:	Vice President
	

 	
ISSUING BANK
	

 	
BANK OF AMERICA, N.A., as Issuing Bank
	

 	

By:	

/s/ Brian Ruddy
	 	Name:	Brian Ruddy
	 	Title:	Vice President
	

 	
BANKS
	

 	
BANK OF AMERICA, N.A., as a Bank
	

 	

By:	

/s/ Brian Ruddy
	 	Name:	Brian Ruddy
	 	Title:	Vice President
	

 	
LASALLE BANK NATIONAL ASSOCIATION as a Bank
	

 	

By:	

/s/ David A. Chaika
	 	Name:	David A. Chaika
	 	Title:	Vice President




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LIST OF SCHEDULES AND EXHIBITS  


Schedule I—Prorata
Shares of Total Commitment

Schedule IX—Pledged Accounts (Deposit Accounts and Lockbox Accounts)

Schedule X—Unblocked Accounts

Schedule XI—Cash Concentration Accounts 


Exhibit A-1—Amended
and Restated Promissory Note

Exhibit A-2—Amended and Restated Promissory Note

Exhibit A-3—Guarantor Acknowledgment

Exhibit B—Form of Opinion 


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