Exhibit 10.20 FIRST AMENDMENT AND WAIVER

Exhibit 10.20

FIRST AMENDMENT AND WAIVER

FIRST AMENDMENT AND WAIVER, dated as of March 9, 2004 (“First Amendment”), to the Credit Agreement dated as of May 20, 2003 (the “Credit Agreement”), among MUZAK HOLDINGS LLC (“Holdings”), MUZAK LLC as Borrower (the “Borrower”), the lenders from time to time parties thereto (the “Lenders”), BEAR, STEARNS & CO. INC. and LEHMAN BROTHERS INC., as Joint Lead Arrangers, LEHMAN COMMERCIAL PAPER INC. and FLEET NATIONAL BANK, as Co-Syndication Agents, GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent and BEAR STEARNS CORPORATE LENDING INC., as Administrative Agent (“Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

WHEREAS, pursuant to Section 10.1 of the Credit Agreement, the Borrower has requested that the Lenders amend the Credit Agreement and the Required Lenders, on the terms and subject to the conditions set forth below, have agreed to amend certain provisions of the Credit Agreement;

WHEREAS, the Borrower requests a waiver of any Default and/or Event of Default relating to Sections 7.1(a) and 7.1(c) of the Credit Agreement to the extent that any such Default and/or Event of Default may occur as a result of the failure by the Borrower to satisfy the requirements of such sections in respect of its fiscal quarter ended December 31, 2003;

WHEREAS, pursuant to Section 10.1 of the Credit Agreement the consent of the Required Lenders is necessary to effect this First Amendment;

NOW, THEREFORE, in consideration of the premises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

SECTION 1. WAIVER

Subject to the satisfaction of the conditions precedent set forth in Section 4 of this First Amendment, the Required Lenders hereby waive:

SECTION 2. AMENDMENTS TO CREDIT AGREEMENT

“, and (j) $900,000, which represents the impact of lost revenue and expenses incurred by the Borrower and its Subsidiaries during the fiscal quarter ended December 31, 2003 as a direct result of the outage of the Telstar 4 satellite in September 2003.”

“(b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof on the date or dates of receipt of such Net Cash Proceeds, 100% of such Net Cash Proceeds shall be applied on such date toward the repayment of the Loans and the Revolving Commitments shall be reduced by an amount equal to 25% of such Net Cash Proceeds as set forth in Section 3.2(c). If Borrower delivers a Reinvestment Notice in respect of all or a specified portion of the Net Cash Proceeds, then (i) 100% of any portion of the Net Cash Proceeds received and not covered by such Reinvestment Notice shall be applied on the date of receipt of such Net Cash Proceeds toward repayment of the Loans and the Revolving Commitments shall be reduced by an amount equal to 25% of such Net Cash Proceeds not covered by such Reinvestment Notice as set forth in Section 3.2(c) and (ii) 100% of the Reinvestment Prepayment Amount shall be applied on the Reinvestment Prepayment Date toward repayment of the Loans and on such date the Revolving Commitments shall be reduced by an amount equal to 25% of such Net Cash Proceeds as set forth in Section 3.2(c).”

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SECTION 3. REPRESENTATIONS AND WARRANTIES

SECTION 4. CONDITIONS TO EFFECTIVENESS

The effectiveness of this First Amendment is subject to the following conditions precedent (unless specifically waived in writing by the Administrative Agent), each to be in form and substance satisfactory to the Administrative Agent:

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SECTION 5. MISCELLANEOUS

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the date first above written.

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EXHIBIT A

(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as at the last day of any fiscal quarter of the Borrower set forth below to exceed the ratio set forth below opposite such fiscal quarter:

(b) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal quarters of the Borrower ending with any fiscal quarter set forth below to be less than the ratio set forth below opposite such fiscal quarter:

A-1

(c) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio for any period of four consecutive fiscal quarters of the Borrower ending with any fiscal quarter set forth below to be less than the ratio set forth below opposite such fiscal quarter:

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