Item 1.01. Entry into a Material Definitive Agreement.
On February 9, 2021, RealNetworks, Inc. (the "Company") and one of its wholly
owned subsidiaries entered into the Fifth Amendment to Loan and Security
Agreement (the "Amendment") with Western Alliance Bank (the "Bank"). This
Amendment, along with prior amendments, modifies the Loan and Security Agreement
(the "Loan Agreement") that was entered into on August 1, 2019, by and among
RealNetworks, Inc., Rhapsody International Inc. ("Napster"), which was then a
majority-owned subsidiary of the Company, and RealNetworks Digital Music of
California, Inc., a wholly owned subsidiary of the Company, and the Bank.
Following the sale of Napster to a third party in December 2020, the Loan
Agreement, as amended, removes Napster as a borrower under the loan facility and
extends the maturity date to August 1, 2022.
Under the terms of the Loan Agreement, as amended, the loan facility is a
revolving line of credit up to $6.5 million, from which the Company may request
advances dependent upon a borrowing base that comprises accounts receivable and
direct-to-consumer subscription deposits. The proceeds of any loans made under
this loan facility will be used for working capital and general corporate
purposes. As of the date of this Current Report on Form 8-K, the Company has not
requested a draw on the revolving line of credit, though may do so in future.
Borrowings under the Loan Agreement, as amended, are secured by a first-priority
security interest in the assets of the Company. Advances bear interest at a rate
equal to one-half of one percent point (0.50%) above the prime rate (as
defined), with monthly payments of interest only and principal due at the end of
the remaining term. The Loan Agreement, as amended, contains customary covenants
for credit facilities of this nature, including financial covenants and minimum
EBITDA levels.
The foregoing summary of the terms of the Amendment is a general description
only. It does not purport to be complete and is qualified in its entirety by
reference to the Fifth Amendment to Loan and Security Agreement, a copy of which
is attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Pursuant to the rules and regulations of the SEC, the attached exhibit is deemed to have been furnished to, but not filed with, the SEC.




      Exhibit No.        Description
          10.1             Fifth Amendment to Loan and Security Agreement by and among Western
                         Alliance Bank, RealNetworks Digital Music of California, Inc., and
                         RealNetworks, Inc. dated February 9, 2021.

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