8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2008

WESTWOOD ONE, INC.
(Exact name of registrant as specified in its charter)

Delaware	001-14691	95-3980449
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

40 West 57th Street, 5th Floor New York, NY	10019
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 641-2000

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On February 25, 2008, Westwood One, Inc. (the “Company”) entered into an Amendment No. 3 (the “Credit Agreement Amendment”) to the Credit Agreement, dated as of March 3, 2004 (the “Credit Agreement”), between Westwood One, Inc., the Subsidiary Guarantors parties thereto, the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, as amended by Amendment No. 1 and Amendment No. 2 (referenced below). All capitalized terms used and not defined herein have the meaning set forth in the Credit Agreement. The Credit Agreement Amendment provides, among other things, that mandatory prepayments required to be made pursuant to the Credit Agreement are subject to sharing pursuant to the terms of Section 4 of the Intercreditor and Collateral Trust Agreement. A copy of the Credit Agreement was filed with the SEC on March 15, 2004 as Exhibit 10.4 to the Company’s annual report on Form 10-K for the year ended December 31, 2003; a copy of Amendment No. 1 thereto was filed with the SEC on November 6, 2006 as Exhibit 99.1 to the Company’s current report on Form 8-K dated as of October 31, 2006 and a copy of Amendment No. 2 thereto was filed with the SEC on January 15, 2008 as Exhibit 10.1 to the Company’s current report on Form 8-K dated as of January 11, 2008. A copy of the Credit Agreement Amendment is attached hereto as Exhibit 10.1, the terms of which are incorporated by reference herein in their entirety.

Section 8 Other Events

Item 8.01 Other Events.

On February 28, 2008, the closing conditions to Amendment No. 2 of the Credit Agreement were satisfied and terms under such amendment that were to become effective on the “Amendment No. 2 Initial Effective Date” became effective.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.

The following is a list of the exhibits filed as a part of this Form 8-K:

Exhibit No.	Description of Exhibit
10.1	Amendment No. 3, dated as of February 25, 2008, to the Credit Agreement, dated as of March 3, 2004, between Westwood One, Inc., the Subsidiary Guarantors parties thereto, the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, as amended by Amendment No. 1 and Amendment No. 2.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WESTWOOD ONE, INC.

Date: February 29, 2008

By: /s/ David Hillman                                           

Name: David Hillman
Title: Chief Administrative Officer; EVP, Business Affairs;
          General Counsel and Secretary

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EXHIBIT INDEX

Current Report on Form 8-K
dated February 25, 2008

Westwood One, Inc.

Exhibit
No.	Description of Exhibit
10.1	Amendment No. 3, dated as of February 25, 2008, to the Credit Agreement, dated as of March 3, 2004, between Westwood One, Inc., the Subsidiary Guarantors parties thereto, the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, as amended by Amendment No. 1 and Amendment No. 2.

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EX-10.1

Exhibit 10.1

Execution Copy

AMENDMENT NO. 3

AMENDMENT NO. 3 (this “Amendment No. 3”) dated as of February 25, 2008 between WESTWOOD ONE, INC. (the “Borrower”), the “Subsidiary Guarantors” referred to on the signature pages hereto and JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent under the Credit Agreement referred to below (the “Administrative Agent”).

The Borrower, the “Subsidiary Guarantors” party thereto, the Lenders party thereto and the Administrative Agent are parties to a Credit Agreement dated as of March 3, 2004 (as amended by Amendment No. 1 and Amendment No. 2 thereto, the “Credit Agreement”). The Borrower, the Subsidiary Guarantors and the Administrative Agent (pursuant to authority granted by and having obtained all necessary consents of the Required Lenders party to the Credit Agreement) wish now to amend the Credit Agreement in certain respects, and, accordingly, the parties hereto hereby agree as follows:

Section 1. Definitions. Except as otherwise defined in this Amendment No. 3, terms defined in the Credit Agreement are used herein as defined therein.

Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, the Credit Agreement shall be amended as follows:

2.01. References Generally. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

2.02. Mandatory Prepayments. Section 2.08(b) of the Credit Agreement is hereby amended by replacing the word “Prepayments” at the beginning of clause (iv) thereof with “Subject to Section 4 of the Intercreditor and Collateral Trust Agreement with respect to “Shared Amounts” (as defined therein), prepayments”.

Section 3. Representations and Warranties. Each Obligor represents and warrants to the Lenders and the Administrative Agent, as to itself and each of its subsidiaries, that (a) the representations and warranties set forth in Article IV of the Credit Agreement and in each of the other Loan Documents are true and complete on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date), and as if each reference in said Article IV to “this Agreement” included reference to this Amendment No. 3, and (b) no Default or Event of Default has occurred and is continuing.

Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall become effective as of the date upon which (i) the Administrative Agent shall have received counterparts of this Amendment No. 3 executed by the Borrower and the Subsidiary Guarantors and (ii) the Amendment No. 2 Initial Effective Date (as defined in Amendment No. 2 to the Credit Agreement) shall have occurred.

Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 3 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 3 by signing any such counterpart. Delivery of a counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. This Amendment No. 3 shall be governed by, and construed in accordance with, the law of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed by their respective authorized officers as of the day and year first above written.

WESTWOOD ONE, INC.
By	/s/ Gary J. Yusko
	Name: Gary J. Yusko Title: Chief Financial Officer
SUBSIDIARY GUARANTORS
METRO NETWORKS COMMUNICATIONS, INC.
By	/s/ Gary J. Yusko
	Name: Gary J. Yusko Title: Chief Financial Officer
METRO NETWORKS COMMUNICATIONS, LIMITED PARTNERSHIP      By: METRO NETWORKS COMMUNICATIONS, INC.,       as General Partner
By	/s/ Gary J. Yusko
	Name: Gary J. Yusko Title: Chief Financial Officer
METRO NETWORKS, INC.
By	/s/ Gary J. Yusko
	Name: Gary J. Yusko Title: Chief Financial Officer
METRO NETWORKS SERVICES, INC.
By	/s/ Gary J. Yusko
	Name: Gary J. Yusko Title: Chief Financial Officer

Amendment No. 3

SMARTROUTE SYSTEMS, INC.
By	/s/ Gary J. Yusko
	Name: Gary J. Yusko Title: Chief Financial Officer
WESTWOOD NATIONAL RADIO CORPORATION
By	/s/ Gary J. Yusko
	Name: Gary J. Yusko Title: Chief Financial Officer
WESTWOOD ONE PROPERTIES, INC.
By	/s/ Gary J. Yusko
	Name: Gary J. Yusko Title: Chief Financial Officer
WESTWOOD ONE RADIO, INC.
By	/s/ Gary J. Yusko
	Name: Gary J. Yusko Title: Chief Financial Officer
WESTWOOD ONE RADIO NETWORKS, INC.
By	/s/ Gary J. Yusko
	Name: Gary J. Yusko Title: Chief Financial Officer
WESTWOOD ONE STATIONS — NYC, INC.
By	/s/ Gary J. Yusko
	Name: Gary J. Yusko Title: Chief Financial Officer

Amendment No. 3

ADMINISTRATIVE AGENT
JPMORGAN CHASE BANK, N.A.,      as Administrative Agent
By	/s/ Ann B. Kerns
	Name: Ann B. Kerns Title: Vice President

Amendment No. 3