The Loan Modification Agreement



 Exhibit 10.1 
  
 LOAN MODIFICATION AGREEMENT 
  

This Loan Modification Agreement is entered into as of June 8, 2004, by and between Roxio, Inc. (the “Borrower”) and Silicon Valley Bank (“Bank”).

  
 1. DESCRIPTION OF EXISTING OBLIGATIONS: Among other Obligations which
may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other documents, a Loan and Security Agreement, dated March 25, 2004, as amended or modified from time to time (the “Loan Agreement”). The Loan Agreement
provides for, among other things, a Committed Revolving Line in the original principal amount of Fifteen Million Dollars ($15,000,000). Defined terms used but not otherwise defined herein shall have the same meanings as set forth in the Loan
Agreement. 
  
 Hereinafter, all indebtedness owing by Borrower to Bank shall be
referred to as the “Obligations.” 
  
 2. DESCRIPTION OF
COLLATERAL. Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement and in an Intellectual Property Security Agreement. Additionally, the Obligations are guaranteed by Napster, LLC (the “Guarantor”)
pursuant to an Unconditional Guaranty agreement (the “Guaranty”). 
  
 Hereinafter, the above-described security documents and guaranties, together with all other documents securing repayment of the Obligations shall be referred to as the “Security Documents”. Hereinafter, the Security Documents,
together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”. 
  
 3. DESCRIPTION OF CHANGE IN TERMS. 
  

	 	A.	Modification(s) to Loan Agreement. 

  

	 	1.	The following defined term under Section 13.1 entitled “Definitions” is hereby amended to read as follows: 

  
 “Committed Revolving Line” is an Advance of up to $17,000,000.

  
 4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
wherever necessary to reflect the changes described above. 
  
 5. NO DEFENSES
OF BORROWER. Borrower (and each guarantor and pledgor signing below) agrees that, as of the date hereof, it has no defenses against paying any of the Obligations. 
  
 6. CONTINUING VALIDITY. Borrower (and each guarantor and pledgor signing below) understands and agrees that in modifying the existing
Indebtedness, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan
Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the
Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers and endorsers of Existing Loan Documents, unless the party
is expressly released by Bank in writing. Unless expressly released herein, no maker, endorser, or guarantor will be released by virtue of this Loan Modification Agreement. The terms of this paragraph apply not only to this Loan Modification
Agreement, but also to all subsequent loan modification agreements. 
  
 This Loan Modification Agreement is executed as of the date first written above. 
  










									
	BORROWER:	 	 	 	BANK:
			
	ROXIO, INC.	 	 	 	SILICON VALLEY BANK
					
	By:	 	 /s/ Nand Gangwani
	 	 	 	By:	 	 /s/ Kevin J. Conway

	 Name:
	 	 Nand Gangwani
	 	 	 	 Name:
	 	 Kevin J. Conway

	 Title:
	 	 CFO
	 	 	 	 Title:
	 	 Vice President


  
 The undersigned hereby consent to the
modifications to the Obligations pursuant to this Loan Modification Agreement, hereby ratifies all the provisions of the Guaranty and confirms that all provisions of that document are in full force and effect. 
  

									
	GUARANTOR:	 	 	 	 
			
	NAPSTER, LLC	 	 	 	 
					
	By:	 	 /s/ William E. Growney, Jr.
	 	 	 	Date:	 	 6 - 8 - 2004

	 Name:
	 	 Growney, William
	 	 	 	 	 	 
	 Title:
	 	 General Counsel