**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 iseffective as of: June 12, 2006

ORIGINALOBLIGATION:

This Loan RevisionAgreement refers to the loan evidenced by the above Note dated May 31, 2004 infavor of Bank executed by DTS, Inc. in the amounts of $ 10,000,000.00 payablein full on June 30, 2005. oSaid 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 CountyRecorder of N/A County California.

CURRENT OBLIGATION:

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

REVISION

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

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

The interest rate of theNote remains unchanged at Bank’s Base rate from time to time in effect minusone half of one percent (0.500%) per annum.*or LIBOR + 2.00%

In considerationof Bank’s acceptance of the revision of said Note, including the time forpayment thereof, all as set forth above, the Borrower does hereby acknowledgeand admit to such indebtedness, and further does unconditionally agree to paysuch indebtedness together with interest thereon within the time and by themanner as revised in accordance with the foregoing, together with any and allattorney’s fees, cost of collection, and any other sums secured by theEncumbrance.

Any and allsecurity 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 suchorder as Bank may determine; and with reference to any such security inaddition to the Encumbrance Bank may, without consent of or notice to Borrower,exchange, substitute or release such security without affecting the liabilityof the Borrower, and Bank may release any one of more parties hereto or to theabove obligation or permit the liability of said party or parties to terminatewithout affecting the liability of any other party or parties liable thereon.

This Agreement isa revision only, and not a novation; and except as herein provided, all of theterms and conditions of said Note, said Encumbrance and all related documentsshall remain unchanged and in full force and affect.

When one or moreBorrowers 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 betreated 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 Modificationto Business Loan Agreement (this “Modification”) is entered into by and betweenDTS, INC. (“Borrower”) and COMERICA BANK (“Bank”) as of June 12, 2006, at SanJose, California 95113.

**RECITALS**

This Modificationis entered into upon the basis of the following facts and understandings of theparties, which facts and understandings are acknowledged by the parties to betrue and accurate:

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

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

**AGREEMENT**

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

2.             Modifications to the LoanDocuments. Subject to the satisfaction of the conditions precedent as setforth 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 thefollowing:

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

3.             Legal Effect.

a.             Exceptas specifically set forth in this Modification, all of the terms and conditionsof the Agreement remain in full force and effect. Except as expressly set forthherein, the execution, delivery, and performance of this Modification shall notoperate as a waiver of, or as an amendment of, any right, power, or remedy ofBank under the Agreement, as in effect prior to the date hereof. Borrowerratifies and reaffirms the continuing effectiveness of all promissory notes,guaranties, security agreements, mortgages, deeds of trust, environmentalagreements, and all other instruments, documents and agreements entered into inconnection with the Agreement.

b.             Borrowerrepresents and warrants that each of the representations and warrantiescontained in the Agreement are true and correct as of the date of thisModification, and that no Event of Default has occurred and is continuing.

c.             Theeffectiveness of this Modification and each of the documents, instruments andagreements entered into in connection with this Modification is conditionedupon receipt by Bank of this Modification and any other documents which Bankmay require to carry out the terms hereof.

4.             Miscellaneous Provisions.

a.             Thisis an integrated Modification and supersedes all prior negotiations andagreements regarding the subject matter hereof. All amendments hereto must bein writing and signed by the parties.

b.             ThisModification may be executed in two or more counterparts, each of which shallbe deemed an original, but all of which together shall constitute oneinstrument.

IN WITNESSWHEREOF, 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                     |   |   |
|           |                         |  |  |  |  |  |  |  |  |

 

----