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                                                                    EXHIBIT 10.1

                  FIRST AMENDMENT DATED AS OF NOVEMBER 14, 2000
               TO CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2000


          This First Amendment (this "AMENDMENT"), dated as of November 14,
2000, 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 agent for the Banks (in such capacity, the "AGENT"). Terms
used but not defined herein have the meanings specified in the Credit Agreement
referred to below.

                              W I T N E S S E T H:

          WHEREAS, the parties hereto are parties to that certain Credit
Agreement, dated as of September 20, 2000 (as amended or modified and in effect
on the date hereof, the "CREDIT AGREEMENT") which provides, subject to the terms
thereof, for the Banks to extend credit to the Company;

          WHEREAS, the Agent, the Banks and the Company 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:

                                  I. AMENDMENT

          The Credit Agreement is hereby amended as follows:

          (a)  Definition of "Required Banks" in Section 1.1 of the Credit
Agreement is amended to read in its entirety as follows:

               ""Required Banks" means all Banks."

          (b)  Section 1.1 of the Credit Agreement is further amended by adding
the following definition:

               ""Majority Banks" means at any time at least two Banks then
          holding in excess of 85% of the then aggregate unpaid principal amount
          of the Loans, or, if no such principal amount is then outstanding, at
          least two Banks then having in excess of 85% of the Total Commitment."

          (c)  Section 2.1 of the Credit Agreement is amended by replacing in
the second line of the table therein "December 31, 2001" with "December 31,
2000."


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          (d)  The Credit Agreement is amended by replacing the phrase "Required
Banks" with the phrase "Majority Banks" in Sections 2.4(e), 3.1(b)(iii), 3.2(e),
3.5(b), 4.5, and 11.01.

          (e)  Section 3.2(d) of the Credit Agreement is amended by adding at
the end the following:

               "Any renewal of any Letter of Credit shall be subject to and in
          compliance with Section 3.1(b)(iii)."

          (f)  The introductory sentence of Section 7.1 of the Credit Agreement
is amended to read in its entirety as follows:

               "7.1 Financial Statements. The Company shall deliver to the Agent
          and each Bank, in form and detail reasonably satisfactory to the
          Banks:"

          (g)  The introductory sentence of Section 7.2 of the Credit Agreement
is amended to read in its entirety as follows:

               "7.2 Certificates; Other Information. The Company shall furnish
          to the Agent and each Bank:"

          (h)  The introductory sentence of Section 7.3 of the Credit Agreement
is amended to read in its entirety as follows:

               "7.3 Notices. The Company shall promptly notify the Agent and
          each Bank: "

          (i)  Section 7.14 of the Credit Agreement is amended to read in its
entirety as follows:

               "7.14 Maintenance of Bank Accounts To provide additional security
          for the Obligations, including set-off rights under Section 12.10,
          maintain or cause to be maintained with the Agent and/or any of the
          Banks all of the primary bank accounts of the Company and any
          Subsidiary having a principal office located within any of the 48
          contiguous states of the United States."


          (j)  Section 7.15 of the Credit Agreement is amended to read in its
entirety as follows:

               "7.15 Collateral. No later than 60 days after the Closing Date,
          the Company (i) shall grant and cause each of its Subsidiaries to
          grant to the Agent, for the prorata benefit of the Banks, as security
          for the Obligations, and subject to Permitted Liens, a first lien upon
          and security interest in all of the assets of every description
          (whether now or hereafter existing or acquired) of the Company and its
          Subsidiaries, and (ii) at its expense, execute and deliver and cause
          to be executed and delivered to the Agent such security agreements,
          pledge agreements,


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          UCC financing statements, stock or bond powers, waivers and consents,
          opinions of counsel and other documents as the Agent or the Required
          Banks shall request (collectively, "Collateral Documents"), and take
          such further action as may be required under applicable law, or as the
          Agent or the Required Banks may request, in order to grant, preserve,
          protect and perfect the validity and first priority of the security
          interests created pursuant to such Collateral Documents; it being
          understood, that the grant of such lien and security interest shall
          only be effective on the occurrence of the earlier of (a) Default or
          Event of Default or (b) Trigger Event (the date of such effectiveness
          is hereinafter referred to as the "Attachment Date"). Notwithstanding
          the foregoing, (A) the Company shall not be required to grant or cause
          any of its Subsidiaries to grant to the Agent a lien upon or security
          interest in real property (except, however, insofar as personal
          property constitutes fixtures), (B) no UCC financing statements,
          security agreements or other Collateral Documents shall be filed or
          made of record before the Attachment Date (but shall be filed and made
          of record promptly on or after the Attachment Date as the Required
          Banks shall direct the Agent (or in the absence of the direction from
          the Required Banks, as the Agent shall determine); the Agent shall
          give notice of such filing to the Company and each of the Banks, but
          the failure to give such notice shall not affect the validity or
          effectiveness of such filing) and (C) the Company shall make
          disclosure of the grant of liens and security interests and the
          conditions of their effectiveness pursuant to this Section 7.15 in its
          filings with the SEC and in its financial statements, and,
          additionally, in other public documents where such disclosure is
          required or where its omission would be misleading."

          (k)  The introductory sentence of Section 10.2 of the Credit Agreement
is amended to read in its entirety as follows:

               "10.2 Remedies. If any Event of Default occurs, the Agent shall
          at the request of the Required Banks (or may, with the consent of the
          Required Banks):"

          (l)  Section 11.8 of the Credit Agreement is amended by adding at the
end the following:

               "Each of the Banks shall cooperate in sharing information
          regarding the Company or its Affiliates."


          (m)  Clause (vi) of Section 12.1 of the Credit Agreement is amended to
read in its entirety as follows:

               "(vi) (A) release any Guarantor from its obligations under the
          Guaranties unless in accordance with this Agreement such Guarantor is
          no longer a Subsidiary in which event the Agent shall execute and
          deliver a release of the respective Guaranty in form reasonably
          acceptable to the Company; or (B) release any portion of the
          collateral under the Collateral Documents having a book value in
          excess of $500,000;"

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          (n)  Section 12.8(a) of the Credit Agreement is amended to read in its
entirety as follows:

               "(a) Any Bank may, with the written consent of the Company at all
          times other than during the existence of an Event of Default and the
          Agent and the Issuing Bank, which consent of the Company shall not be
          unreasonably withheld, at any time assign and delegate to one or more
          Eligible Assignees (provided that no written consent of the Company,
          the Agent or the Issuing Bank shall be required in connection with any
          assignment and delegation by a Bank to an Eligible Assignee that is an
          Affiliate of such Bank) (each an "Assignee") all, or any ratable part
          of all, of the Loans, the Commitments, the L/C Obligations and the
          other rights and obligations of such Bank hereunder, in a minimum
          amount of $5,000,000; provided, however, that the Company and the
          Agent may continue to deal solely and directly with such Bank in
          connection with the interest so assigned to an Assignee until (i)
          written notice of such assignment, together with payment instructions,
          addresses and related information with respect to the Assignee, shall
          have been given to the Company and the Agent by such Bank and the
          Assignee; (ii) such Bank and its Assignee shall have delivered to the
          Company and the Agent an Assignment and Acceptance in the form of
          Exhibit E ("Assignment and Acceptance") together with any Note or
          Notes subject to such assignment; and (iii) the Agent and, if
          applicable, the Company shall have consented thereto. Bank of America
          hereby agrees that, as long as it is the Agent and LaSalle Bank N.A.
          is a Bank hereunder, after giving effect to any assignment of its
          rights and obligations under this Section, Bank of America's
          Commitment as a Bank will not be less than the Commitment of any other
          Bank."

          (o)  Section 12.8(b) of the Credit Agreement is amended by deleting
the following: "and payment of the above-referenced processing fee".

          (p)  Section 12.8(c) of the Credit Agreement is amended by deleting
the following: "and payment of the processing fee" and "and of the Agent's
processing fee payment under the Assignment and Acceptance".

          (q)  Exhibit E to the Credit Agreement is amended by deleting Section
2(b).

                                 II. 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 the other Loan Documents are
true and correct in all material respects on and as of 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.


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          (c)  The execution, delivery and performance by the Company of this
Amendment 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 constitutes
the legal, valid and binding obligation of the Company, enforceable against it
in accordance with the Credit Agreement's terms as modified by the terms of this
Amendment, 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.

                                  III. GENERAL

          (a)  As hereby modified, the Credit Agreement shall remain in full
force and effect and is hereby ratified, approved and confirmed in all respects.

          (b)  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.

          (c)  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.

          (d)  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) in connection with the preparation and execution of this
Amendment.

          (e)  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.

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

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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 the date first herein appearing.

                                  MIDWAY GAMES INC, a Delaware corporation



                                  By:    /s/ Harold H. Bach, Jr.
                                     -------------------------------------------
                                  Name:  Harold H. Bach, Jr.
                                       -----------------------------------------
                                  Title: Executive VP- Finance, Treasurer & CFO
                                        ----------------------------------------

                                  BANK OF AMERICA , N.A. as Agent



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


                                  BANK OF AMERICA , N.A. in its individual
                                  corporate capacity



                                  By:    /s/ Thomas A. Smith
                                     -------------------------------------------
                                  Name:  Thomas A. Smith
                                       -----------------------------------------
                                  Title: Vice President
                                        ----------------------------------------



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



                                  By:    /s/ Thomas A. Smith
                                     -------------------------------------------
                                  Name:  Thomas A. Smith
                                       -----------------------------------------
                                  Title: Vice President
                                        ----------------------------------------




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