Exhibit 10.42

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BUSINESS LOAN AGREEMENT

This Business Loan Agreement (this "Agreement") is entered into by and between Comerica Bank, a Michigan banking corporation ("Bank") and Digital Theater
Systems, Inc., a Delaware corporation ("Borrower"), as of the 30th day of June 2004, at Bank's headquarters office at 333 West Santa Clara Street, San Jose, California
95113.

In
consideration of the mutual covenants contained herein, Bank and Borrower hereby agree as follows:

1.Loans To Borrower.Any loans which Bank in its sole discretion has made or may now or hereafter make to
Borrower (sometimes hereinafter collectively referred to as the "Loan") shall be subject to the terms and conditions of this Agreement unless otherwise agreed to in writing by Bank and Borrower. If
there are contradictions between the provisions of this Agreement and any other written agreement with the Bank, then the provisions of this Agreement shall prevail. The Loan shall be subject to the
terms and conditions of this Agreement, promissory note(s) executed in connection herewith and/or previously or subsequently executed, and all amendments, renewals and extensions thereof (singularly
or collectively, the "Note"), and all those certain security agreements and/or such other security or other documents as Bank has required or may now or hereafter require in connection with the Loan
(collectively, the "Loan Documents").

2.Legal Effect.This Agreement supplements the terms and conditions of the Loan Documents. Except as otherwise
specified herein, all terms used in this Agreement shall have the same meaning as given in
the Note and/or Loan Documents which are incorporated herein by this reference. Any and all terms used in this Agreement, the Note and/or the Loan Documents shall be construed and defined in
accordance with the meaning and definition of such term under and pursuant to the California Uniform Commercial Code, as amended. Except as specifically modified hereby, all of the terms and
conditions of the Note and/or the Loan Documents shall remain in full force and effect.

3.Interest Rate; Payment Terms; Loan Fees.The principal and interest on the Loan shall be payable on the terms
set forth in the Note and/or the Loan Documents. A loan fee in the sum of ten thousand Dollars ($10,000) shall be paid concurrently with the execution of this Agreement and the note evidencing Bank's
$10,000,000 revolving loan to Borrower.

4.Security.Bank's $10,000,000 revolving loan to Borrower is unsecured. Bank shall release any liens that it
currently has on the Borrower's personal property that would otherwise secure repayment of that loan. Without limiting the generality of the foregoing, the Bank shall file termination statements and,
at Borrower's expense, take such other actions to evidence that release as may be reasonably requested by Borrower.

5.Representations and Warranties of Borrower.Borrower represents and warrants to Bank that as of the date of
acceptance of this Agreement, the Note and/or the Loan Documents, as of the date of borrowing hereunder and at all times the Loan or any other Indebtedness are outstanding hereunder:



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6.Affirmative Covenants.Until the Indebtedness is paid in full, Borrower covenants and agrees to do the
following:



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7.Negative Covenants.Borrower shall not, without Bank's prior written consent, do any of the following:



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8.Default.The terms "Default" or "Event of Default," as used herein, shall have the meaning given in the Note
and/or the Loan Documents. In addition, any one or more of the following events shall constitute a default by Borrower under this Agreement, the Note and/or the Loan Documents:



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Bank
shall not be obligated to make advances to Borrower during any cure period provided for in Sections 8(e), 8(f), 8(g), and 8(j) above.

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"Material Adverse Effect" means, wherever used herein, an event or condition that has a material adverse effect on (a) the ability
of Borrower, to perform its obligations under the Loan Documents or of Bank to enforce the Obligations, or (b) the validity or enforceability of this Agreement, the other Loan Documents, or the
rights and remedies of Bank hereunder or thereunder.

9.Rights and Remedies.Bank shall have the following rights and remedies upon Default or Event of Default:



10.Cross-Default.A Default under this Agreement shall also be a Default under the Note and the Loan Documents,
and vice versa. A Default under this Agreement, the Note and/or the Loan Documents shall also be a Default under every other note and other agreement between Bank and Borrower, and vice versa.

11.Survival of Covenants, Agreements, Representations and Warranties.All covenants, agreements,
representations and warranties (a) previously made (except as specifically subsequently modified); (b) made in connection herewith or with the Note and/or the Loan Documents and/or any
document contemplated hereby; or (c) executed hereafter (unless such document expressly states that this Agreement does not apply thereto) shall survive the borrowing hereunder and thereunder
and the repayment in full of the Note and/or the Loan Documents and any amendments, renewals or extensions thereof and shall be deemed to have been relied upon by Bank. All statements contained in any
certificate or other document delivered to Bank at any time by or on behalf of Borrower shall constitute representations and warranties by Borrower.

12.Miscellaneous.



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14.JURY WAIVER.THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY,
AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF
LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE INDEBTEDNESS.

15.Reference Provision.If and only if the jury trial waiver set forth in Section 14of this Agreement is invalidated for
any reason by a court of law, statute or otherwise, the reference provisions set forth below shall be
substituted in place of the jury trial waiver. So long as the jury trial waiver remains valid, the reference provisions set forth in this Section shall be inapplicable.



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IN
WITNESS WHEREOF, the parties have executed this Business Loan Agreement as of the date first set forth above.

|Address of Borrower:
5171 Clareton Drive
Agoura Hills, California 91301 |  | "BORROWER"                   
|----------------------------------------------------------------------- |  | -----------------------------
|                                                                        |  | Digital Theater Systems, Inc.
|                                                                        |  | By:                          
|                                                                        |  | Title:                       
|                                                                        |  | By:                          
|                                                                        |  | Title:                       
|                                                                        |  | "BANK"
COMERICA BANK         
|                                                                        |  | By:                          
|                                                                        |  | Title:                       

ADDENDUM A TO BUSINESS LOAN AGREEMENT  (FINANCIAL COVENANTS)

1.Definitions Relating to Finanacial Covenants.Debtshall
mean, as of any applicable date of determination, all items of indebtedness, obligation or liability of a person, whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute
or contingent, joint or several, that should be classified as liabilities in accordance with GAAP excepting such liabilities as shall be Subordinated Debt (as defined below).

GAAPshall mean, as of any applicable period, generally accepted accounting principals in effect during such period.

Personsor person shall mean and includes any individual, corporation, partnership, joint venture, firm, association, trust, incorporated
association, joint stock company, government, municipality, political subdivision or agency or other entity.

Subordinated Debtshall mean indebtedness of the Borrower (or third parties which has been subordinated to the Indebtedness pursuant to a
subordination agreement in form and content satisfactory to Bank.

Tangible Effective Net Worthshall mean, with respect to any Person and as of any applicable date of determination, Tangible Net Worth
plus Subordinated Debt.

Tangible Net Worthas used in this Agreement means, as of any applicable date of determination, the excess of:



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2.Financial Covenants.Borrower shall maintain the following financial ratios and covenants on a consolidated
and non-consolidated basis, which shall be monitored on a quarterly basis, except as noted below.



All
financial covenants shall be computed in accordance with GAAP consistently applied except as otherwise specifically set forth in this Agreement. All money due from affiliates
(including officers, directors and shareholders) shall be excluded from Borrower's assets for all purposes hereunder.

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MASTER REVOLVING NOTE

Variable
Rate-Maturity Date-Obligatory Advances (Business and Commercial Loans Only)

|AMOUNT |               | NOTE DATE |              | MATURITY DATE |               | TAX IDENTIFICATION #
|------ | ------------- | --------- | ------------ | ------------- | ------------- | --------------------
|$      | 10,000,000.00 |           | May 31, 2004 |               | June 30, 2005 |                     

On
the Maturity Date, as stated above, for value received, the undersigned promise(s) to pay to the order of Comerica Bank ("Bank"), at any office of the Bank in the State of California,
Ten Million and no/100 Dollars (U.S.) (or that portion of it advanced by the Bank and not repaid as later provided) with interest until maturity, whether by acceleration or otherwise, or an Event of
Default, as later defined, at a per annum rate equal to the Bank's base rate from time to time in effect plus 0.000% per annum and after that at a rate equal to the rate of interest otherwise
prevailing under this Note plus 3% per annum (but in no event in excess of the maximum rate permitted by law). The Bank's "base rate" is that annual rate of interest so designated by the Bank and
which is changed by the Bank from time to time. Interest rate changes will be effective for interest computation purposes as and when the Bank's base rate changes. Interest shall be calculated on the
basis of a 360-day year for the actual number of days the principal is outstanding. Accrued Interest on this Note shall be payable on the 30th day of each MONTH commencing June 30,
2004, until the Maturity Date when all amounts outstanding under this Note shall be due and payable in full. If the frequency of interest payments is not otherwise specified, accrued interest on this
Note shall be payable monthly on the first day of each month. If any payment of principal or Interest under this Note shall be payable on a day other than a day on which the Bank is open for business,
this payment shall be extended to the next succeeding
business day and interest shall be payable at the rate specified in this Note during this extension. A late payment charge equal to 5% of each late payment may be charged on any payment not received
by the Bank within 10 calendar days after the payment due date, but acceptance of payment of this charge shall not waive any Default under this Note.

The
principal amount payable under this Note shall be the sum of all advances made by the Bank to or at the request of the undersigned, less principal payments actually received in cash
by the Bank. The books and records of the Bank shall be the best evidence of the principal amount and the unpaid interest amount owing at any time under this Note and shall be conclusive absent
manifest error. No interest shall accrue under this Note until the date of the first advance made by the Bank; after that interest on all advances shall accrue and be computed on the principal balance
outstanding from time to time under this Note until the same is paid in full.

This
Note and any other indebtedness and liabilities of any kind of the undersigned (or any of them) to the Bank, and any and all modifications, renewals or extensions of it, whether
joint or several, contingent or absolute, now existing or later arising, and however evidenced (collectively "Indebtedness") are secured by and the Bank is granted a security interest in all items
deposited in any account of any of the undersigned with the Bank and by all proceeds of these items (cash or otherwise), all account balances of any of the undersigned from time to time with the Bank,
by all property of any of the undersigned from time to time in the possession of the Bank and by any other collateral, rights and properties described in each and every deed of trust, mortgage,
security agreement, pledge, assignment and other security or collateral agreement which has been, or will at any time(s) later be, executed by any (or all) of the undersigned to or for the benefit of
the Bank (collectively "Collateral"). Notwithstanding the above, (i) to the extent that any portion of the indebtedness is a consumer loan, that portion shall not be secured by any deed of
trust or mortgage on or other security interest in any of the undersigned's principal dwelling or any of the undersigned's real property which is not a purchase money security interest as to that
portion, unless expressly provided to the contrary in another place, or (ii) if the undersigned (or any of them) has (have) given or give(s) Bank a deed of trust or mortgage covering real
property, that deed of trust or mortgage shall not secure this Note or any other indebtedness of the undersigned (or any of them), unless expressly provided to the contrary in another place.

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If
the undersigned (or any of them) or any guarantor under a guaranty of all or part of the Indebtedness ("guarantor") (i) fail(s) to pay any of the Indebtedness when due, by
maturity, acceleration or otherwise, or fail(s) to pay any indebtedness owing on a demand basis upon demand; or (ii) fail(s) to comply with any of the terms or provisions of any agreement
between the undersigned (or any of them) or any such guarantor and the Bank; or (iii) become(s) insolvent or the subject of a voluntary or involuntary proceeding in bankruptcy, or a
reorganization, arrangement or creditor composition proceeding, (if a business entity) cease(s) doing business as a going concern, (if a natural person) die(s) or become(s) incompetent, (if a
partnership) dissolve(s) or any general partner of it dies, becomes incompetent or becomes the subject of a bankruptcy proceeding or (if a corporation of a limited liability company) is the subject of
a dissolution, merger of consolidation; or (a) If any warranty or representation made by any of the undersigned or any guarantor in connection with this Note or any
of the Indebtedness shall be discovered to be untrue or incomplete; or (b) If there is any termination, notice of termination, or breach of any guaranty, pledge, collateral assignment or
subordination agreement relating to all or any part of the Indebtedness; or (c) If there is any failure by any of the undersigned or any guarantor to pay when due any of its Indebtedness (other
than to the Bank) or in the observance or performance of any term, covenant or condition in any document evidencing, securing or relating to such Indebtedness; or (d) If the Bank deems itself
insecure believing that the prospect of payment of this Note or any of the Indebtedness is impaired or shall fear deterioration, removal or waste of any of the Collateral; or (e) If there is
filed or issued a levy or writ of attachment or garnishment or other like judicial process upon the undersigned (or any of them) or any guarantor or any of the Collateral, including without limit, any
accounts of the undersigned (or any of them) or any guarantor with the Bank, then the Bank, upon the occurrence of any of these events (each a "Default"), may at its option and without prior notice to
the undersigned (or any of them), declare any or all of the Indebtedness to be immediately due and payable (notwithstanding any provisions contained in the evidence of it to the contrary), cease
advancing money or extending credit to or for the benefit of the undersigned under this Note or any other agreement between the undersigned and Bank, terminate this Note as to any future liability or
obligation of Bank, but without affecting Bank's rights and security interests in any collateral and the Indebtedness of the undersigned to Bank, sell or liquidate all or any portion of the
Collateral, set off against the Indebtedness any amounts owing by the Bank to the undersigned (or any of them), charge interest at the default rate provided in the document evidencing the relevant
Indebtedness and exercise any one or more of the rights and remedies granted to the Bank by any agreement with the undersigned (or any of them) or given to it under applicable law. In addition, if
this Note is secured by a deed of trust or mortgage covering real property, then the trustor or mortgagor shall not mortgage or pledge the mortgaged premises as security for any other indebtedness or
obligations. This Note, together with all other Indebtedness secured by said deed of trust or mortgage, shall become due and payable immediately, without notice, at the option of the Bank,
(a) If said trustor or mortgagor shall mortgage or pledge the mortgaged premises for any other Indebtedness or obligations or shall convey, assign or transfer the mortgaged premises by deed,
installment sale contract instrument, or (b) If the title to the mortgaged premises shall become vested in any other person or party in any manner whatsoever, or (c) If there is any
disposition (through one or more transactions) of legal or beneficial title to a controlling interest of said trustor or mortgagor. All payments under this Note shall be in immediately available
United States funds, without setoff or counterclaim.

If
this Note is signed by two or more parties (whether by all as makers or by one or more as an accommodation party or otherwise), the obligations and undertakings under this Note shall
be that of all and any two or more jointly and also of each severally. This Note shall bind the undersigned, and the undersigned's respective heirs, personal representatives, successors and assigns.

The
undersigned waive(s) presentment, demand, protest, notice of dishonor, notice or demand or intent to demand, notice of acceleration or intent to accelerate, and all other notices and
agree(s) that no extension or indulgence to the undersigned (or any of them) or release, substitution or nonenforcement of any security, or release or substitution of any of the undersigned, any
guarantor or any other party, whether with or without notice, shall affect the obligations of any of the undersigned. The undersigned waive(s) all defenses or right to discharge available under
Section 3.605 of the

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California
Uniform Commercial Code and waive(s) all other suretyship defenses or right to discharge. The undersigned agree(s) that the Bank has the right to sell, assign, or grant participations, or
any interest, in any or all of the Indebtedness, and that, in connection with this right, but without limiting its ability to make other disclosures to the full extent allowable, the Bank may disclose
all documents and information which the Bank now or later has relating to the undersigned or the Indebtedness. The undersigned agree(s) that the Bank may provide information relating to the Note or to
the undersigned to the Bank's parent, affiliates, subsidiaries and service providers.

The
undersigned agree(s) to reimburse the holder or owner of this Note for any and all costs and expenses (including without limit, court costs, legal expenses and reasonable attorney
fees, whether inside or outside counsel is used, whether or not suit is instituted and, if suit is instituted, whether at the trial court level, appellate level, in a bankruptcy, probate or
administrative proceeding or otherwise) incurred in collecting or attempting to collect this Note or incurred in any other matter or proceeding relating to this Note.

The
undersigned acknowledge(s) and agree(s) that there are no contrary agreements, oral or written, establishing a term of this Note and agree(s) that the terms and conditions of this
Note may not be amended, waived or modified except in a writing signed by an officer of the court expressly stating that the writing constitutes an amendment, waiver or modification of the terms of
this Note. As used in this Note, the "undersigned" means, individually and collectively, each maker, accommodation party, endorser and other party signing this Note in a similar capacity. If any
provision of this Note is unenforceable in whole or part for any reason, the remaining provisions shall continue to be effective. THIS NOTE IS MADE IN THE STATE OF CALIFORNIA AND SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

The
maximum interest rate shall not exceed the highest applicable usury ceiling.

THE
UNDERSIGNED AND THE BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED, EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY
TO CONSULT) WITH COUNSEL OF THEIR CHOICE. KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT
OF, OR IN ANY WAY RELATED TO, THIS NOTE OR THE INDEBTEDNESS.

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Libor
Addendum attached hereto and made a part of this Note.

|INITIAL HERE |  | /s/ JK/MF |  | 
|------------ |  | --------- |  | 

|Digital Theater Systems, Inc. |  |      |                                    
|----------------------------- |  | ---- | -----------------------------------
|/s/JON KIRCHNER               |  | Its: | PRESIDENT & CHIEF EXECUTIVE OFFICER
|SIGNATURE OF JON KIRCHNER     |  |      | TITLE                              
|/s/MEL FLANIGAN               |  | Its: | CHIEF FINANCIAL OFFICER            
|SIGNATURE OF MEL FLANIGAN     |  |      | TITLE                              

|Clareton Drive |  | Agoura Hills |  | California |  | USA       |  | 91301   
|-------------- |  | ------------ |  | ---------- |  | --------- |  | --------
|              
|STREET ADDRESS |  | CITY         |  | STATE      |  | (COUNTRY) |  | ZIP CODE

|                 |  | For Bank Use Only   |  | CCAR #                        |  |        |  |   |              
|---------------- |  | ------------------- |  | ----------------------------- |  | ------ |  | - | -------------
|Officer Initial  |  | Loan Group Name     |  | Obligor(s) Name               |  |        |  |   |              
|RH               |  | Entertainment Group |  | Digital Theater Systems, Inc. |  |        |  |   |              
|Officer I.D. No. |  | Loan Group No.      |  | Obligor #                     |  | Note # |  |   | Amount       
|48135            |  | 97110               |  | 2258830922                    |  |        |  | $ | 10,000,000.00

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LIBOR  Addendum To Master Revolving Note

This Addendum to Master Revolving Note (this "Addendum") is entered into as of June 1, 2004, by and between Comerica Bank ("Bank") and Digital Theater
Systems, Inc. ("Borrower"). This Addendum supplements the terms of the Master Revolving Note of even date herewith.

1.Definitions.

a.Advance.As used herein, "Advance" means a borrowing requested by Borrower and made by Bank under the Note,
including a LIBOR Option Advance and/or a Base Rate Option Advance.

b.Business Day.As used herein, "Business Day" means any day except a Saturday, Sunday or any other day
designated as a holiday under Federal or California statute or regulation.

c.LIBOR.As used herein, "LIBOR" means the rate per annum (rounded upward if necessary, to the nearest whole
1/8 of 1%) and determined pursuant to the following formula:

LIBOR =

Base LIBOR100% - LIBOR Reserve Percentage




d.     LIBOR
Business Day. As used herein, "LIBOR Business Day" means a Business day on which dealings in Dollar deposits may be carried out in the interbank LIBOR market.

e.     LIBOR
Period. As used herein, "LIBOR Period" means, with respect to a LIBOR Option Advance:



f.Note.As used herein, "Note" means the Master Revolving Note of even date herewith.

g.Regulation D.As used herein, "Regulation D" means Regulation D of the Board of Governors of
the Federal Reserve System as amended or supplemented from time to time.

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h.Regulatory Development.As used herein, "Regulatory Development" means any or all of the following:
(i) any change in any law, regulation or interpretation thereof by any public authority (whether or not having the force of law); (ii) the application of any existing law, regulation or
the interpretation thereof by any public authority (whether or not having the force of law); and (iii) compliance by Bank with any request or directive (whether or not having the force of law)
of any public authority.

2.Interest Rate Options.Borrower shall have the following options regarding the interest rate to be paid by Borrower on
Advances under the Note:

a.     A
rate equal to two percent (2.00%) above Bank's LIBOR, (the "LIBOR Option"), which LIBOR Option shall be in effect during
the relevant LIBOR Period; or

b.     A
rate calculated with reference to the Base Rate (the "Base Rate Option") (as referenced in the Note) equal to: (a) the Base Rate as quoted from time to time by
Bank, as such rate may change from time to time,minusone-half percent for all unpaid Advances with respect to which Borrower has elected
to have interest calculated with reference to the Base Rate ("Base Rate Advances"), not exceeding at any time the amount of cash then on deposit at the Bank; and (b) the Base Rate as quoted
from time to time by Bank, as such rate may change from time to time, for all unpaid Base Rate Advances exceeding the amount of cash then on deposit at the Bank.

3.LIBOR Option Advance.The minimum LIBOR Option Advance will not be less than two hundred fifty thousand and 00/100 Dollars
($250,000) for any LIBOR Option Advance. Additionally, no more than four (4) LIBOR Advances shall be outstanding at any given time.

4.Payment of Interest on LIBOR Option Advances.Interest on each LIBOR Option Advance shall be payable pursuant to the terms
of the Note. Interest on such LIBOR Option Advance shall be computed on the basis of a 360-day year and shall be assessed for the actual number of days elapsed from the first day of the
LIBOR Period applicable thereto but not including the last day thereof.

5.Bank's Records Re: LIBOR Option Advances.With respect to each LIBOR Option Advance, Bank is hereby authorized to note the
date, principal amount, interest rate and LIBOR Period applicable thereto and any payments made thereon on Bank's books and records (either manually or by electronic entry) and/or on any schedule
attached to the Note, which notations shall be prima facie evidence of the accuracy of the information noted.

6.Selection/Conversion of Interest Rate Options.At the time any Advance is requested under the Note and/or Borrower wishes
to select the LIBOR Option for all or a portion of the outstanding principal balance of the Note, and at the end of each LIBOR Period, Borrower shall give Bank notice specifying (a) the
interest rate option selected by Borrower; (b) the principal amount subject thereto; and (c) if the LIBOR Option is selected, the length of the applicable LIBOR Period. Any such notice
may be given by telephone so long as, with respect to each LIBOR Option selected by Borrower, (i) Bank receives written confirmation from Borrower not later than three (3) LIBOR Business
Days after such telephone notice is given; and (ii) such notice is given to Bank prior to 10:00 a.m., California time, on the first day of the LIBOR Period. For each LIBOR Option
requested hereunder, Bank will quote the applicable fixed LIBOR Rate to Borrower at approximately 10:00 a.m., California time, on the first day of the LIBOR Period. If Borrower does not
immediately accept the rate quoted by Bank, any subsequent acceptance by Borrower shall be subject to a redetermination of the rate by Bank; provided, however, that if Borrower fails to accept any
such quotation given, then the quoted rate shall expire and Bank shall have no obligation to permit a LIBOR Option to be selected on such day. If no specific designation of interest is made at the
time any Advance is requested under the Note or at the end of any LIBOR Period, Borrower shall be deemed to have selected the Base Rate Option for such Advance or the principal amount to which such
LIBOR Period applied. At any time the LIBOR Option is in effect, Borrower may, at the end of the applicable LIBOR Period, convert to the Base

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Rate
Option. At any time the Base Rate Option is in effect, Borrower may convert to the LIBOR OPTION, and shall designate a LIBOR Period.

7.Default Interest Rate.From and after the maturity date of the Note, or such earlier date as all principal owing hereunder
becomes due and payable by acceleration or otherwise, the outstanding principal balance of the Note shall bear interest until paid in full at an increased rate per annum (computed on the basis of a
360-day year, actual days elapsed) equal to three percent (3.00%) above the rate of interest from time to time applicable to the Note.

8.Prepayment.In the event that the LIBOR Option is the applicable interest rate for all or any part of the outstanding
principal balance of the Note, and any payment or prepayment of any such outstanding principal balance of the Note shall occur on any day other than the last day of the applicable LIBOR Period
(whether voluntarily, by acceleration, required payment, or otherwise), or if Borrower elects the LIBOR Option as the applicable interest rate for all or any part of the outstanding principal balance
of the Note in accordance with the terms and conditions hereof, and, subsequent to such election, but prior to the commencement of the applicable LIBOR Period, Borrower revokes such election for any
reason whatsoever, or if the applicable interest rate in respect of any outstanding principal balance of the Note hereunder shall be changed, for any reason whatsoever, from the LIBOR Option to the
Base Rate Option prior to the last day of the applicable LIBOR Period, or if Borrower shall fail to make any payment of principal or interest hereunder at any time that the LIBOR Option is the
applicable interest rate hereunder in respect of such outstanding principal balance of the Note, Borrower shall reimburse Bank, on demand, for any resulting loss, cost or expense incurred by Bank as a
result thereof, including, without limitation, any such loss, cost or expense incurred in obtaining, liquidating, employing or redeploying deposits from third parties. Such amount payable by Borrower
to Bank may include, without limitation, an amount equal to the excess, if any, of (a) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, refunded or
converted, for the period from the date of such prepayment or of such failure to borrow, refund or convert, through the last day of the relevant LIBOR Period, at the applicable rate of interest for
such outstanding principal balance of the Note, as provided under this Note, over (b) the amount of interest (as reasonably determined by Bank) which would have accrued to Bank on such amount
by placing such amount on deposit for a comparable period with leading banks in the interbank LIBOR market. Calculation of any amounts payable to Bank under this paragraph shall be made as though Bank
shall have actually funded or committed to fund the relevant outstanding principal balance of the Note hereunder through the purchase of an underlying deposit in an amount equal to the amount of such
outstanding principal balance of the Note and having a maturity comparable to the relevant LIBOR Period; provided, however, that Bank may fund the outstanding principal balance of the Note hereunder
in any manner it deems fit and the foregoing assumptions shall be utilized only for the purpose of the calculation of amounts payable under this paragraph. Upon the written request of Borrower, Bank
shall deliver to Borrower a certificate setting forth the basis for determining such losses, costs and expenses, which certificate shall be conclusively presumed correct, absent manifest error. Any
prepayment hereunder shall also be accompanied by the payment of all accrued and unpaid interest on the amount so prepaid. Any outstanding principal balance of the Note which is bearing interest at
such time at the Base Rate Option may be prepaid without penalty or premium. Partial prepayments hereunder shall be applied to the installments hereunder in the inverse order of their maturities.

BY
INITIALING BELOW, BORROWER ACKNOWLEDGE(S) AND AGREE(S) THAT: (A) THERE IS NO RIGHT TO PREPAY ANY LIBOR OPTION ADVANCE, IN WHOLE OR IN PART, WITHOUT PAYING THE PREPAYMENT AMOUNT
SET FORTH HEREIN ("PREPAYMENT AMOUNT"). EXCEPT AS OTHERWISE REQUIRED UNDER APPLICABLE LAW; (B) BORROWER SHALL BE LIABLE FOR PAYMENT OF THE PREPAYMENT AMOUNT IF BANK EXERCISES ITS RIGHT TO
ACCELERATE PAYMENT OF ANY LIBOR OPTION

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ADVANCE
AS PART OR ALL OF THE OBLIGATIONS OWING UNDER THE NOTE, INCLUDING WITHOUT LIMITATION, ACCELERATION UNDER A DUE-ON-SALE PROVISION; (C) BORROWER WAIVES ANY RIGHTS
UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODE OR ANY SUCCESSOR STATUTE; AND (D) BANK HAS MADE EACH LIBOR OPTION ADVANCE PURSUANT TO THE NOTE IN RELIANCE ON THESE AGREEMENTS.

|/s/JK/MFBORROWER'S INITIALS |  |  | 
|--------------------------- |  |  | 

9.Hold Harmless and Indemnification.Borrower agrees to indemnify Bank and to hold Bank harmless from, and to reimburse Bank
on demand for, all losses and expenses which Bank sustains or incurs as a result of (i) any payment of a LIBOR Option Advance prior to the last day of the applicable LIBOR Period for any
reason, including, without limitation, termination of the Note, whether pursuant to this Addendum or the occurrence of an Event of Default; (ii) any termination of a LIBOR Period prior to the
date it would otherwise and in accordance with this Addendum; or (iii) any failure by Borrower, for any reason, to borrow any portion of a LIBOR Option Advance.

10.Funding Losses.The indemnification and hold harmless provisions set forth in this Addendum shall include, without
limitation, all losses and expenses arising from interest and fees that Bank pays to lenders of funds it obtains in order to fund the loans to Borrower on the basis of the LIBOR Option(s) and all
losses incurred in liquidating or re-deploying deposits from which such funds were obtained and loss of profit for the period after termination. A written statement by Bank to Borrower of
such losses and expenses shall be conclusive and binding, absent manifest error, for all purposes. This obligation shall survive the termination of this Addendum and the payment of the Note.

11.Regulatory Developments Or Other Circumstances Relating To Illegality or Impracticality of LIBOR.If any Regulatory
Development or other circumstances relating to the interbank Euro-dollar markets shall, at any time, in Bank's reasonable determination, make it unlawful or impractical for Bank to fund or
maintain, during any LIBOR Period, to determine or charge interest rates based upon LIBOR, Bank shall give notice of such circumstances to Borrower and;



12.Additional Costs.Borrower shall pay to Bank from time to time, upon Bank's request, such amounts as Bank determines are
needed to compensate Bank for any costs it incurred which are attributable to Bank having made or maintained a LIBOR Option Advance or to Bank's obligation to make a LIBOR Option Advance, or any
reduction in any amount receivable by Bank hereunder with respect to any LIBOR Option or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional
Costs"), resulting from any Regulatory Developments, which (i) change the basis of taxation of any amounts payable to Bank hereunder with respect to taxation of any amounts payable to Bank
hereunder with respect to any LIBOR Option Advance (other than taxes imposed on the overall net income of Bank for any LIBOR Option Advance by the jurisdiction where Bank is headquartered or the
jurisdiction where Bank extends the LIBOR Option Advance; (ii) impose or modify any reserve, special deposit, or similar requirements relating to any extensions of credit or other assets of, or
any deposits with or other liabilities of, Bank (including any LIBOR Option Advance or any deposits referred to in the definition of LIBOR); or (iii) impose any other condition affecting this
Addendum (or any of such extension of credit or liabilities). Bank shall notify Borrower of any event occurring after the date hereof which entitles Bank to compensation pursuant to this paragraph

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as
promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by Bank for purposes of this paragraph, shall be conclusive, provided that
such determinations are made on a reasonable basis.

13.Legal Effect.Except as specifically modified hereby, all of the terms and conditions of the Note remain in full force and
effect.

IN
WITNESS WHEREOF, the parties have agreed to the foregoing as of the date first set forth above.

|       |  | DIGITAL THEATER SYSTEMS, INC.      
|------ |  | -----------------------------------
|By:    |  | /s/JON KIRCHNER                    
|Title: |  | PRESIDENT & CHIEF EXECUTIVE OFFICER
|By:    |  | /s/MEL FLANIGAN                    
|Title: |  | CHIEF FINANCIAL OFFICER            

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ADDENDUM TO MASTER REVOLVING NOTE

This is an Addendum to a Master Revolving Note (the "Note"), dated as of May 31, 2004, in the original principal
amount of $10,000,000, issued by Digital Theater Systems, Inc. ("DTS") as promisor, and Comerica Bank, as promisee. Capitalized terms used, but not defined in this addendum, have the meaning assigned
to those terms in the Note.

The
Note is an unsecured obligation of DTS. Accordingly, all provisions of the third and fourth paragraphs of the Note that reflect that the Indebtedness is secured by Collateral or
state that DTS has granted to the Bank a security interest in any of DTS's property are hereby deleted from the Note and are of no further force or effect. Otherwise, all provisions of the Note are
and shall remain in full force and effect.

This
Addendum is part of Note and is effective as of May 31, 2004.

IN
WITNESS WHEREOF, DTS and the Bank have entered into this Addendum as of May 31, 2004.

|"DTS"
Digital Theater Systems, INC. |  | "BANK"
COMERICA BANK                                              
|----------------------------------- |  | ------------------------------------------------------------------
|By:                                 |  | /s/JON KIRCHNERJon Kirchner,
Chief Executive Officer and President
|By:                                 |  | /s/MEL FLANIGANMel Flanigan
Chief Financial Officer               

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