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SHARE REPURCHASE AGREEMENT

Stock Repurchase Agreement

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This Stock Repurchase Agreement involves

ENTRAVISION COMMUNICATIONS CORP

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Title: SHARE REPURCHASE AGREEMENT
Date: 5/10/2006
Industry: BRDCST     Sector: SERVIC

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EXHIBIT 10.2

SHARE REPURCHASE AGREEMENT

This Share Repurchase Agreement (this “ Agreement ”) is entered into as of February 27, 2006, by and between Entravision Communications Corporation, a Delaware corporation (“ Entravision ”), and Univision Communications Inc., a Delaware corporation (“ Univision ”).

RECITALS

WHEREAS, Univision is the holder of 24,352,729 shares of Entravision’s Class U common stock, par value $0.0001 per share, which shares represent one hundred percent (100%) of the issued and outstanding shares of such Class U common stock (the “ Class U Common ”).

WHEREAS, Entravision desires to repurchase the Repurchased Shares (as defined below), on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants, agreements, and conditions hereafter set forth, and for other good, valuable, and binding consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby agree as follows:

AGREEMENT

 

I.

Terms of Share Repurchase.

(a) Repurchase; Repurchase Price . On the Closing Date (as defined below), Entravision will repurchase 7,000,000 shares of Class U Common (the “ Repurchased Shares ”) from Univision and Univision will sell the Repurchased Shares to Entravision free and clear of all liens, security interests, pledges, claims and encumbrances of any kind, nature or description other than restrictions under applicable securities laws, and on the terms and conditions set forth herein (the “ Share Repurchase ”). The total repurchase price to be paid by Entravision to Univision for the Repurchased Shares is Fifty-One Million One Hundred Thousand Dollars ($51,100,000) (the “ Repurchase Price ”).

(b) Closing . Entravision will deliver the Repurchase Price to Univision by wire transfer in immediately available U.S. funds on March 2, 2006 (the “ Closing Date ”) to an account specified in writing by Univision, and on the Closing Date Univision will surrender any stock certificate or certificates evidencing the Repurchased Shares, together with any letters of instruction, stock powers or any other documents reasonably necessary to effect the repurchase of the Repurchased Shares by Entravision.

(c) Representations and Warranties . Each of the following representations and warranties is made as of the date of this Agreement.

(i) Power, Authority and Enforceability; No Conflict . Each party hereby represents and warrants to the other that (1) such party has full corporate power and authority to execute and deliver this Agreement, (2) this Agreement has been duly and validly executed and delivered by such party and (3) this Agreement constitutes the valid and binding agreement of such party, enforceable in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity, and (4) the execution, delivery and performance by such party of this Agreement does not and will not conflict with or result in a breach or violation of (A) any of the terms or provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights or termination, amendment, acceleration or cancellation of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such party or any of its subsidiaries is a party or is bound or (B) any applicable law or statute or any order, rule or regulation of any court or


governmental agency or body having jurisdiction over such party or any of its subsidiaries, except for in the case of either clause (A) or (B) such conflicts, breaches or violations that would not prevent or delay the consummation of the transactions contemplated by this Agreement, nor will any such action result in any violation of the provisions of the certificate of incorporation or the by-laws of such party.

(ii) Title to Repurchased Shares . Univision repr


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