Exhibit 10.42.2


	
  

  	
   

  	
  BORROWER

  	
   

  	
   

  
	
   

  	
   

  	
  DTS, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  LOAN

  
	
   

  	
   

  	
   

  	
   

  	
  REVISION/EXTENSION

  
	
  Comerica Bank

  	
   

  	
   

  	
   

  	
  AGREEMENT

  
	
   

  	
   

  	
  3171 Clareton Drive

  	
   

  	
   

  
	
   

  	
   

  	
  Agoura Hills, California 91301

  	
   

  	
   

  
	
  (Herein called
  “Bank”)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Herein called
  “Borrower”)

  	
   

  	
   

  



 


 


	
  ORIGINAL NOTE

  INFORMATION

  	
   

  	
   

  	
   

  	
  INTEREST RATE

  	
   

  	
  AMOUNT

  	
   

  	
  NOTE DATE

  	
   

  	
  MATURITY DATE

  	
   

  	
  OBLIGOR #

  	
   

  	
  NOTE*

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8-0.500

  	
  %

  	
  $

  	
  10,000,000.00

  	
   

  	
  05/31/04

  	
   

  	
  06/30/05

  	
   

  	
  2259153021

  	
   

  	
  18/26

  	
   

  
																	



 


This Agreement is
effective as of: June 12, 2006


ORIGINAL
OBLIGATION:


This Loan Revision
Agreement refers to the loan evidenced by the above Note dated May 31, 2004 in
favor of Bank executed by DTS, Inc. in the amounts of $ 10,000,000.00 payable
in full on June 30, 2005. o
Said Note is secured by Deed of Trust dated N/A (hereinafter referred to as the
“Encumbrance”), recorded on N/A as Instrument No. N/A in the Office of County
Recorder of N/A County California.


CURRENT OBLIGATION:


This unpaid
principal balance of said Note as of June 12, 2006 is $ 0.00 on which interest
is paid to May 31, 2004, with a maturity of June 30, 2006. o As modified by previous Loan
Revision/Extension Agreement dated July 07, 2005.


REVISION


The undersigned
Borrower hereby requests Bank to revise the terms of said Note, and said Bank
to accept payment thereof at the time, or times, in the following manner:


The maturity date is
hereby amended from June 30, 2006 to June 30, 2007.


The interest rate of the
Note remains unchanged at Bank’s Base rate from time to time in effect minus
one half of one percent (0.500%) per annum.

*or LIBOR + 2.00%


In consideration
of Bank’s acceptance of the revision of said Note, including the time for
payment thereof, all as set forth above, the Borrower does hereby acknowledge
and admit to such indebtedness, and further does unconditionally agree to pay
such indebtedness together with interest thereon within the time and by the
manner as revised in accordance with the foregoing, together with any and all
attorney’s fees, cost of collection, and any other sums secured by the
Encumbrance.


Any and all
security for said Note including but not limited to the Encumbrance, if any,
may be enforced by Bank concurrently or independently of each other and in such
order as Bank may determine; and with reference to any such security in
addition to the Encumbrance Bank may, without consent of or notice to Borrower,
exchange, substitute or release such security without affecting the liability
of the Borrower, and Bank may release any one of more parties hereto or to the
above obligation or permit the liability of said party or parties to terminate
without affecting the liability of any other party or parties liable thereon.


This Agreement is
a revision only, and not a novation; and except as herein provided, all of the
terms and conditions of said Note, said Encumbrance and all related documents
shall remain unchanged and in full force and affect.


When one or more
Borrowers signs this Agreement, all agree:


a. That where in this Agreement the word “Borrower”
appear, if shall read “each Borrower”;

b. That breach of any covenant by any Borrower may at the Bank’s option be
treated as breach by all Borrowers;

c. That the liability and obligations of each Borrower are joint and several.











 


	
   

  	
  DTS, Inc.

  
	
  Dated this 12th day of June, 2006.

  	
   

  
	
   

  	
  /s/ Melvin L.
  Flanigan

  	
   

  
	
   

  	
  CFO

  	
   

  
	
  The foregoing agreement is accepted this

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  12th day of June, 2006.

  	
   

  	
   

  
	
   

  	
  /s/ Jon E. Kirchner

  	
   

  
	
   

  	
  President &
  CEO

  	
   

  
	
  By:

  	
  /s/ Bryan Lacour

  	
   

  	
   

  	
   

  
	
   

  	
  Bryan Lacour

  	
   

  	
   

  
	
   

  	
  Vice President-Western
  Market

  	
   

  
	
   

   

  Each of the undersigned
  agree and consent to the foregoing revisions to this Agreement and the
  Encumbrance, if any.

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
							



 











FIRST MODIFICATION TO BUSINESS LOAN AGREEMENT


This First Modification
to Business Loan Agreement (this “Modification”) is entered into by and between
DTS, INC. (“Borrower”) and COMERICA BANK (“Bank”) as of June 12, 2006, at San
Jose, California 95113.


RECITALS


This Modification
is entered into upon the basis of the following facts and understandings of the
parties, which facts and understandings are acknowledged by the parties to be
true and accurate:


Bank and Borrower
previously entered into a Business Loan Agreement dated June 30, 2004. The Business
Loan Agreement as so modified, and as such may be otherwise modified, amended,
restated, supplemented, revised or replaced from time to time prior to the date
hereof shall collectively be referred to herein as the “Agreement.”


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as set forth below.


AGREEMENT


1.             Incorporation by Reference.
The Recitals and the documents referred to therein are incorporated herein by
this reference. Except as otherwise noted, the terms not defined herein shall
have the meaning set forth in the Agreement.


2.             Modifications to the Loan
Documents. Subject to the satisfaction of the conditions precedent as set
forth in Section 3 hereof, the Agreement is hereby modified as set forth below.


A.            Section
“6a” of the Agreement is hereby deleted in its entirety and replaced with the
following:


“6a          Make
available to Bank within sixty (60) days after the end of each quarter, an
unaudited balance sheet and statement of income covering Borrower’s operations.
Within one hundred twenty (120) days of the end of each of the Borrower’s
fiscal year’s, furnish to Bank statements of the financial condition of
Borrower for each such fiscal year, including but not limited to, a balance
sheet, profit and loss statement, and statement of cash flow. Said annual
statements shall be audited by an independent certified public accountant
selected by the Borrower and reasonably acceptable to Bank;”


3.             Legal Effect.


a.             Except
as specifically set forth in this Modification, all of the terms and conditions
of the Agreement remain in full force and effect. Except as expressly set forth
herein, the execution, delivery, and performance of this Modification shall not
operate as a waiver of, or as an amendment of, any right, power, or remedy of
Bank under the Agreement, as in effect prior to the date hereof. Borrower
ratifies and reaffirms the continuing effectiveness of all promissory notes,
guaranties, security agreements, mortgages, deeds of trust, environmental
agreements, and all other instruments, documents and agreements entered into in
connection with the Agreement.


b.             Borrower
represents and warrants that each of the representations and warranties
contained in the Agreement are true and correct as of the date of this
Modification, and that no Event of Default has occurred and is continuing.


c.             The
effectiveness of this Modification and each of the documents, instruments and
agreements entered into in connection with this Modification is conditioned
upon receipt by Bank of this Modification and any other documents which Bank
may require to carry out the terms hereof.


4.             Miscellaneous Provisions.


a.             This
is an integrated Modification and supersedes all prior negotiations and
agreements regarding the subject matter hereof. All amendments hereto must be
in writing and signed by the parties.


b.             This
Modification may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one
instrument.


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


	
   

  	
   

  
	
  DTS, Inc.

  	
   

  	
  COMERICA BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Melvin L. Flanigan

  	
   

  	
  By:

  	
  /s/ Bryan
  Lacour

  	
   

  
	
   

  	
   

  	
   

  	
  Bryan Lacour

  	
   

  
	
  Title:

  	
  CFO

  	
   

  	
  Title: 

  	
  Vice President-Western
  Market

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Jon E. Kirchner

  	
   

  	
   

  
	
  Title:

  	
  CEO