**Exhibit 10.42.1**

 
|                             | **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 30, 2005

 

ORIGINAL OBLIGATION:

This LoanRevision 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 $ 10,000,000.00payable in 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 July 07, 2005 is $ 0.00 on which interestis paid to May 31, 2004, with a maturity of June 30, 2005. oAs modified by previous N/A dated N/A.

 

REVISION

Theundersigned Borrower hereby requests Bank to revise the terms of said Note, andsaid Bank to accept payment thereof at the time, or times, in the followingmanner:

 

The maturity date is hereby amendedfrom June 30, 2005 to June 30, 2006.

The interest rate of the Noteforming unchanged at Bank’s Base rate from time to time in effect minus onehalf of one percent (0.500%) per annum.*or LIBOR + 2.00%

 

 

Inconsideration of Bank’s acceptance of the revision of said Note, including thetime for payment thereof, all as set forth above, the Borrower does herebyacknowledge and admit to such indebtedness, and further does unconditionallyagree to pay such indebtedness together with interest thereon within the timeand by the manner as revised in accordance with the foregoing, together withany and all attorney’s fees, cost of collection, and any other sums secured bythe Encumbrance.

 

Any and all securityfor said Note including but not limited to the Encumbrance, if any, may beenforced by Bank concurrently or independently of each other and in such orderas Bank may determine; and with reference to any such security in addition tothe Encumbrance Bank may, without consent of or notice to Borrower, exchange,substitute or release such security without affecting the liability of theBorrower, and Bank may release any one of more parties hereto or to the aboveobligation or permit the liability of said party or parties to terminatewithout affecting the liability of any other party or parties liable thereon.

 

This Agreementis a revision only, and not a novation; and except as herein provided, all ofthe terms and conditions of said Note, said Encumbrance and all relateddocuments shall remain unchanged and in full force and affect.

 

When one ormore Borrowers signs this Agreement, all agree:

 

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

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

c. That theliability and obligations of each Borrower are joint and several.

 
|                                      | DTS, Inc.                                            |
|-------------------------------------------|------------------------------------------------------|
| Dated this 7th  day of July, 2005.        |                                                 |
|                                      | /s/ Jon E. Kirchner                                  |   |
|                                      | President  & CEO                                 |   |
| The  foregoing agreement is accepted this |                                                 |   |
|                                      |                                                 |   |
| 7th day of  July, 2005.                   |                                                 |   |
|                                      | /s/ Melvin  L. Flanigan                              |   |
|                                      | CFO                                                  |   |
| By:                                       | /s/ Jonathan  Heine                                  |   |   |   |
|                                      | Jonathan Heine                                       |   |   |
|                                      | Assistant Vice President-Entertainment Comerica Bank |   |
|                                           |                                                      |  |  |  |

 

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

 

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**MODIFICATION TO LOAN DOCUMENTS**

 

ThisModification to Loan Documents (this “Modification”) is entered into by andbetween DTS, INC., a Delaware corporation FORMERLY KNOWN AS Digital TheaterSystems, Inc., a Delaware corporation (“Borrower”) and COMERICA BANK (“Bank”)as of this 7th day of July, 2005, at Bank’sheadquarters office at 333 West Santa Clara Street, San Jose, California 95113.

 

**RECITALS**

 

ThisModification is entered into upon the basis of the following facts andunderstandings of the parties, which facts and understandings are acknowledgedby the parties to be true and accurate:

 

Bank andBorrower previously entered into a Master Revolving Note Variable Rate-MaturityDate dated May 31, 2004. The Master Revolving Note Variable Rate-Maturity Dateand each modification shall collectively be referred to herein as the “Note.”

 

The Note(s)referred to herein, together with all other documents, instruments andagreements executed in connection with the Note(s), are hereinafter referred tocollectively as the “Loan Documents.”

 

On May 23,2005, Borrower filed an amendment to its Articles of Incorporation whichprovides for a change in the name of Borrower from Digital Theater Systems,Inc. to DTS, Inc., (the “Amendment”). The Amendment was filed in the Office ofthe Delaware Secretary of State on May 23, 2005.

 

Notwithstandingany provisions of the Loan Documents to the contrary, Borrower has requestedthat Bank consent to the Amendment and refrain from exercising its rights andremedies under the Loan Documents. Banks hereby consents to the Amendment,subject to the terms and conditions set forth below.

 

NOW,THEREFORE, for good and valuable consideration, the receipt and sufficiency ofwhich 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 bythis reference. Except as otherwise noted, the terms not defined herein shallhave the meaning set forth in the Loan Documents.

 

2.             Modifications to the LoanDocuments. Subject to the satisfaction of the conditions precedent as setforth inSection 3 hereof, the Loan Documents are hereby modified as set forth below.

 

Wherever the name of Borrower is used in the Loan Documents, it shallhereafter mean DTS, Inc.

 

3.             Legal Effect. Theeffectiveness of this Modification is conditioned upon receipt by Bank of thisModification, and any other documents which Bank may require to carry out theterms hereof. Bank’s agreement to consent to the Amendment shall only be withrespect to Borrower’s name change as evidenced in the Amendment and, except asspecifically set forth in this Modification, all of the terms and conditions ofthe Loan Documents remain in full force and effect.

 

4.             Integration. This is an integratedModification and supersedes all prior negotiations and agreements regarding thesubject matter hereof. All amendments hereto must be in writing and signed bythe parties.

 

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

 
| BORROWER:                           | BANK:                  |
|-------------------------------------|------------------------|
|                                |                   |
| DTS, Inc.                           |                   | COMERICA BANK |
| FORMERLY KNOWN AS                   |                   |   |
|  DIGITAL THEATER SYSTEMS, INC. |                   |   |
|                                |                   |   |
| By:                                 | /s/ Melvin L. Flanigan |   | By: | /s/ Jonathan Heine |   |
|                                |                   |   | Jonathan Heine |   |
| Title:                              | CFO                    |   | Title: | Assistant Vice President-Entertainment |   |
|                                |                   |   | Comerica Bank |   |
|                                |                   |   |
| By:                                 | /s/ Jon E. Kirchner    |   |   |
| Title:                              | President & CEO    |   |   |
|                                     |                        |  |  |  |  |  |  |  |  |

 

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