Exhibit Number 10.5
                                                             [Execution copy]


                                 FIRST AMENDMENT

     FIRST AMENDMENT,  dated as of October 24, 2002 (this "Amendment"),  to the
Second  Amended and  Restated  Credit  Agreement  (as amended,  supplemented  or
otherwise  modified  from  time to time),  dated as of  November  17,  2000 (the
"Credit  Agreement"),  among  Westwood One,  Inc., a Delaware  corporation  (the
"Borrower"),  the several banks and other  financial  institutions  from time to
time parties thereto (the "Lenders"),  Fleet National Bank, Bank Of Montreal and
Bank Of America,  N.A.,  as  co-agents  for the Lenders (in such  capacity,  the
"Co-Agents")  and JPMorgan  Chase Bank  (formerly  known as The Chase  Manhattan
Bank),  as  Administrative  Agent  for  the  Lenders  (in  such  capacity,   the
"Administrative Agent").



                              W I T N E S S E T H:

     WHEREAS,  the Borrower desires to enter into a note purchase  agreement for
the purchase of Senior Guaranteed Notes, Series A, due November 2009, and Senior
Guaranteed Notes,  Series B, due November 2012, in an aggregate principal amount
up to $250,000,000;

     WHEREAS,  the Borrower,  the Administrative Agent and the Lenders signatory
hereto desire to amend the Credit Agreement to permit the Borrower to enter into
the note purchase  agreement  described above and to issue the Senior Guaranteed
Notes  thereunder  and to permit the  subsidiaries  of the Borrower to guarantee
such Notes as provided in such note purchase agreement; and

     WHEREAS,  to effect the  foregoing,  the  Borrower  and the Lenders wish to
amend certain provisions of the Credit Agreement on the terms set forth herein;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
agreements herein contained, the parties hereto hereby agree as follows:

     1. Defined  Terms.  Terms  defined in the Credit  Agreement and used herein
shall, unless otherwise indicated, have the meanings given to them in the Credit
Agreement.

     2. Amendments to the Credit  Agreement.  Subject to the satisfaction of the
conditions set forth in Section 3 hereof,  the Credit Agreement shall be amended
as follows:

     (a)  Definitions.  Subsection 1.1 of the Credit Agreement is hereby amended
as follows:

     (i) by inserting new definitions  therein in the  appropriate  alphabetical
location as follows:

     "2002  Notes":  the  Borrower's  Senior  Guaranteed  Notes,  Series  A, due
November  2009,  and the  Borrower's  Senior  Guaranteed  Notes,  Series  B, due
November  2012  in an  aggregate  principal  amount  up to  but  not  exceeding,
$250,000,000.

<page>

                                     - 2 -

     "2002 Notes  Guarantee":  the guarantee by the Guarantors of the 2002 Notes
pursuant to the 2002 Notes Note Purchase Agreement.

     "2002 Notes Note Purchase Agreement":  the Note Purchase Agreement pursuant
to which the Borrower has issued the 2002 Notes.

     (ii) by adding a new sentence at the end of the definition of "Unrestricted
Subsidiary" as follows:

     "Notwithstanding  the  foregoing,   no  Subsidiary  that  is  a  Restricted
Subsidiary  under the 2002 Notes Note Purchase  Agreement may be an Unrestricted
Subsidiary hereunder."

     (b)  Limitation  on  Guarantee  Obligations.  Subsection  6.4 of the Credit
Agreement is hereby  amended by deleting  clause (d) thereof in its entirety and
substituting in lieu thereof the following:

     "(d) the Guarantee and the 2002 Notes Guarantee; and"

     (c) Limitation on Negative  Pledge  Clauses.  Subsection 6.14 of the Credit
Agreement is hereby amended by substituting in lieu thereof the following:

     "6.14 Limitation on Negative Pledge Clauses. Enter into with any Person any
agreement,  other than (a) this  Agreement and (b) any industrial revenue bonds,
purchase  money  mortgages or Financing  Leases  permitted by this Agreement (in
which cases, any prohibition or limitation  shall only be effective  against the
assets financed thereby),  which prohibits or limits the ability of the Borrower
or any of its  Restricted  Subsidiaries  to create,  incur,  assume or suffer to
exist any Lien upon any of its property,  assets or revenues,  whether now owned
or hereafter  acquired unless the prohibitions or limitations  contained in such
agreement  would only  restrict  such Liens if they were not also made to secure
the obligations of the Borrower or a Restricted  Subsidiary under such agreement
or a related agreement equally and ratably with the obligations which such Liens
were  created to secure.  Notwithstanding  the  foregoing,  the Borrower and its
Restricted  Subsidiaries  may enter into the 2002 Notes Note Purchase  Agreement
and the 2002 Notes Note Purchase  Agreement may prohibit or limit the ability of
the Borrower or any of its Restricted  Subsidiaries  from  creating,  incurring,
assuming  or  suffering  to exist any Lien upon any of its  property,  assets or
revenues,  so long as such  prohibition  or  limitation,  as applied to Liens in
favor of the Administrative  Agent and the Lenders hereunder,  shall prohibit or
limit such Liens in favor of the  Administrative  Agent and the Lenders  only to
the extent that such Liens do not  effectively  provide  that the 2002 Notes are
equally and ratably secured thereby."

<page>

                                     - 3 -


     3. Conditions to  Effectiveness.  This Amendment shall become  effective on
the date that the Administrative  Agent shall have received  (i) counterparts of
this  Amendment,  duly  executed by the Borrower  and the  Majority  Lenders and
(ii) a final  execution  copy of the 2002 Notes Note Purchase  Agreement,  which
shall be in  substantially  the form of the draft thereof dated October 23, 2002
previously  delivered to the Administrative  Agent,  together with a certificate
executed  by the  President  or any  Vice  President  and the  Secretary  or any
Assistant  Secretary of the Borrower stating that the 2002 Notes will qualify as
"Permitted Additional  Indebtedness" under the Credit Agreement (and attaching a
copy of the  determination by the Board of Directors of the Borrower referred to
in the definition of such term in Section 1.01 of the Credit Agreement)..

     4.  Payment  of  Expenses.  The  Borrower  agrees to pay or  reimburse  the
Administrative  Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection  with this  Amendment,  any other  documents  prepared in
connection herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to Chase.

     5. Reference to and Effect on the Loan Documents;  Limited  Effect.  On and
after  the  date  hereof,  each  reference  in the  Credit  Agreement  to "this
Agreement", "hereunder",  "hereof"  or words of like  import  referring  to the
Credit Agreement,  and each reference in the other Loan Documents to "the Credit
Agreement",  "thereunder",  "thereof"  or words of like import  referring to the
Credit  Agreement,  shall mean and be a  reference  to the Credit  Agreement  as
amended  hereby.  The execution,  delivery and  effectiveness  of this Amendment
shall  not,  except as  expressly  provided  herein,  operate as a waiver of any
right,  power  or  remedy  of any  Lender  or the  Agent  under  any of the Loan
Documents,  nor  constitute  a  waiver  of any  provisions  of  any of the  Loan
Documents.  Except  as  expressly  amended  herein,  all of the  provisions  and
covenants of the Credit  Agreement  and the other Loan  Documents  are and shall
continue to remain in full force and effect in accordance with the terms thereof
and are hereby in all respects ratified and confirmed.

     6.  Counterparts.  This  Amendment  may be  executed  by one or more of the
parties  hereto in any  number  of  separate  counterparts  (which  may  include
counterparts  delivered by facsimile  transmission) and all of said counterparts
taken together shall be deemed to constitute  one and the same  instrument.  Any
executed counterpart  delivered by facsimile  transmission shall be effective as
for all purposes hereof.

     7.  Governing  Law. This  Amendment and the rights and  obligations  of the
parties hereto shall be governed by, and construed and interpreted in accordance
with, the law of the State of New York.

<page>

                                     - 4 -


     IN WITNESS WHEREOF,  the parties hereto have caused this First Amendment to
be duly executed and delivered by their  respective  proper and duly  authorized
officers as of the day and year first above written.

                                         Borrower

                                         WESTWOOD ONE, INC.


                                         By:_______________________________
                                         Title:

                                         Lenders

                                         JPMORGAN CHASE BANK


                                         By:_______________________________
                                         Title:

                                         FLEET NATIONAL BANK


                                         By:_______________________________
                                         Title:

                                         BANK OF MONTREAL


                                         By:_______________________________
                                         Title:

                                         THE BANK OF NEW YORK


                                         By:_______________________________
                                         Title:


                                         BARCLAYS BANK PLC


                                         By:_______________________________
                                         Title:

<page>

                                     - 5 -


                                         BANK OF AMERICA, N.A.


                                         By:_______________________________
                                         Title:

                                         KEYBANK CORPORATE CAPITAL INC.


                                         By:_______________________________
                                         Title:


                                         BANK OF TOKYO - MITSUBISHI TRUST
                                           COMPANY


                                         By:_______________________________
                                         Title:

                                         DEUTSCHE BANK AG NEW YORK
                                           BRANCH AND/OR CAYMAN ISLANDS BRANCH


                                         By:_______________________________
                                         Title:

                                         INDUSTRIAL BANK OF JAPAN, LIMITED


                                         By:_______________________________
                                         Title:

                                         NATIONAL AUSTRALIA BANK LIMITED
                                         ACN004044937


                                         By:_______________________________
                                         Title: