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Exhibit 10.1  


 
  STOCK PURCHASE AGREEMENT
  Between
  UNIVISION COMMUNICATIONS INC.
  And
  CLEAR CHANNEL INVESTMENTS, INC.    
    


        STOCK PURCHASE AGREEMENT (this "Agreement") dated as of
January 7, 2004 between Univision Communications Inc., a Delaware corporation ("Company"), and Clear Channel Investments, Inc., a
Nevada corporation ("Holder"). 



        WHEREAS, Holder owns 15,815,999 shares of the Class A common stock, par value $0.01 per share (the "Common
Stock"), of Company as of January 7, 2004 (the "Clear Channel-Owned Shares"); 


        WHEREAS, Company and Holder are parties to a Registration Rights Agreement (the "Registration Rights
Agreement"), dated as of September 22, 2003; 


        WHEREAS, Company has entered into an Underwriting Agreement dated as of the date hereof (the "Underwriting
Agreement") with the underwriters named therein (the "Underwriters") pursuant to which Company is offering to sell to the public
for cash (the "Public Offering") 15,815,999 shares of its Common Stock (the closing of such offer and sale is hereinafter referred to as the
"Closing" and the date of such Closing is hereinafter referred to as the "Closing Date") pursuant to
Company's registration statement on Form S-3 (No. 333-110981) (as amended to the date hereof, the "Registration
Statement") and a prospectus supplement (together with the prospectus included in the Registration Statement, the "Prospectus")
filed pursuant to Rule 424 under the Securities Act of 1933, as amended; 


        WHEREAS, Company and Holder desire to make certain representations, warranties and agreements in connection with the transactions
described herein; and 


        WHEREAS, on the Closing Date, Holder desires to sell to Company, and Company desires to purchase from Holder, all of the Clear
Channel-Owned Shares (such sale and purchase being hereinafter referred to as the "Purchase"); 



        NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements set forth herein,
the parties agree: 


ARTICLE I

PURCHASE AND SALE OF CLEAR CHANNEL-OWNED SHARES; CLOSING  


1.1 Purchase and Sale of Clear Channel-Owned Shares.  


        On the basis of the representations and warranties contained herein and subject to the terms and conditions hereof, on the Closing Date, Holder agrees to sell to
Company, and Company agrees to purchase from Holder, all of the Clear Channel-Owned Shares at a purchase price per share of $37.90 (the "Purchase
Price"), which price represents the purchase price per share to be received by Company from the Public Offering after deducting all underwriting discounts and commissions. 


1.2 Closing.  



        (a)   Subject
to satisfaction or waiver of the conditions set forth herein, the Closing of the Purchase shall take place at the offices of O'Melveny & Myers LLP at 1999
Avenue of the Stars, Suite 700, Los Angeles, California on the Closing Date (or at such other time or place as shall be mutually agreed upon by the parties hereto). The parties agree that the Closing
Date will be January 12, 2004. 


        (b)   At
the Closing, Holder shall sell, assign and transfer to Company all its right, title and interest in and to the Clear Channel-Owned Shares free and clear of all
mortgages, pledges, security interests, liens, claims, encumbrances or equities (collectively, the "Liens") and deliver to 






 




the
Bank of New York, as transfer agent for Company, the Clear Channel-Owned Shares in electronic form. 


        (c)   On
the Closing Date, Company shall pay to Holder the aggregate Purchase Price for all Clear Channel-Owned Shares by wire transfer of immediately available funds to an
account designated in writing by Holder (the number for which account shall have been furnished to Company at least one (1) business day prior to the Closing Date). 



ARTICLE II

REPRESENTATIONS AND WARRANTIES OF HOLDER  


        Holder represents and warrants to Company as follows: 


2.1 Power, Authority and Enforceability.  


        Holder has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement by Holder and the consummation by Holder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part Holder. This
Agreement has been duly executed and delivered by Holder and, assuming the accuracy of the representations and warranties set forth in Article III hereof, constitutes the legal, valid and
binding agreement of Holder enforceable against it in accordance with its terms, except as may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors' rights generally, and (b) equitable principles of general applicability relating to the availability of specific performance, injunctive
relief, or other equitable remedies. 



2.2 Governmental Authorization.  


        No consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the
execution and delivery by Holder of this Agreement, the performance by Holder of its obligations hereunder and the consummation by Holder of the transactions contemplated hereby, except such consents,
approvals, authorizations, orders, licenses, registrations or qualifications which, if not obtained, would not, individually or in the aggregate, have a material adverse effect on the ability of
Holder to perform its obligations hereunder or consummate the transactions contemplated hereby on a timely basis. 



2.3 Noncontravention.  


        The execution and delivery by Holder of this Agreement, the performance by Holder of its obligations hereunder and the consummation by Holder of the transactions
contemplated hereby will not conflict with or result in a breach or violation of (1) 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 to termination, amendment, acceleration or cancellation of, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which Holder or any of its subsidiaries is a party or by which Holder or any of its subsidiaries is bound or to which any of their property or assets is subject or
(2) any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Holder or any of its subsidiaries or any of their
respective properties, except for in the case of either clause (1) or (2) such conflicts, breaches or violations which 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 Holder. 


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2.4 Title to Clear Channel-Owned Shares.  



        Holder has good and valid title to the Clear Channel-Owned Shares, free and clear of all Liens, with full right and authority to deliver the same hereunder. Upon
payment for the Clear Channel-Owned Shares pursuant to this Agreement, Company will acquire good and valid title thereto, free and clear of all Liens. Holder represents that none of Clear Channel
Communications, Inc. or any of its subsidiaries (including Holder) hold any other shares of capital stock of Company other than the Clear Channel-Owned Shares. 


2.5 Independent Investigation.  


        Holder (a) has the requisite knowledge, sophistication and experience in order to fairly evaluate a disposition of the Clear Channel-Owned Shares,
including the risks associated therewith, and (b) has adequate information and has made its own independent investigation and evaluation to the extent it deems necessary or appropriate
concerning the business, properties, results of operations and financial condition of Company and its subsidiaries taken as a whole to make an informed decision regarding the sale of the Clear
Channel-Owned Shares pursuant to this Agreement. 


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF COMPANY  


        Company hereby represents and warrants to Holder as follows: 


3.1 Power, Authority, and Enforceability.  



        Company has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement by Company and the consummation by Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Company. This
Agreement has been duly executed and delivered by Company and, assuming the accuracy of the representations and warranties set forth in Article II hereof, constitutes the legal, valid and
binding agreement of Company enforceable against Company in accordance with its terms, except as may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting enforcement of creditors' rights generally, and (b) equitable principles of general applicability relating to the availability of specific performance,
injunctive relief, or other equitable remedies. 


3.2 Governmental Authorization.  


        No consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the
execution and delivery by Company of this Agreement, the performance by Company of its obligations hereunder and the consummation by Company of the transactions contemplated hereby and in the
Prospectus, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the Securities Act of 1933, as amended, and the rules and
regulations of the Securities and Exchange Commission thereunder (collectively, the "Securities Act"), and as may be required under state securities or
blue sky laws in connection with the Public Offering or which, if not obtained, would not, individually or in the aggregate, have a material adverse effect on the ability of Company to perform its
obligations hereunder or consummate the transactions contemplated hereby on a timely basis. 



3.3 Noncontravention.  


        The execution and delivery by Company of this Agreement, the performance by Company of its obligations hereunder and the consummation by Company of the
transactions contemplated hereby and in the Prospectus will not conflict with or result in a breach or violation of (1) any of the terms or 


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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 Company or any of its subsidiaries is a party or by which Company or any of its
subsidiaries is bound or to which any of their property or assets is subject or (2) any applicable law or statute or any order, rule or regulation of any court or governmental agency or body
having jurisdiction over Company or any of its subsidiaries or any of their respective properties, except for in the case of either clause (1) or (2) such conflicts, breaches or
violations which 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 Company. 



3.4 No Distribution.  


        Company is purchasing the Clear Channel-Owned Shares from Holder for its own account and not with a view to any distribution thereof within the meaning of the
Securities Act. Following the Closing, the Clear Channel-Owned Shares acquired by Company from Holder shall either be cancelled or placed in Company's treasury. 


ARTICLE IV

CONDITIONS TO CLOSING  


4.1 Conditions to Obligations of Company.  



        The obligation of Company to purchase the Clear Channel-Owned Shares hereunder is subject to the satisfaction or waiver on or before the Closing Date of each of
the following conditions: 



        (a)   No
action, claim, suit, hearing, complaint, demand, injunction, litigation, judgment, arbitration, order, decree, ruling or governmental investigation or proceeding
shall be pending or threatened by any Governmental Entity, and no such Governmental Entity shall have issued any injunction, judgment or order, which shall remain in effect, that would prevent the
consummation of the transactions contemplated by this Agreement. As used herein, the term "Governmental Entity" means any agency, bureau, commission, authority, department, official, political
subdivision, tribunal or other instrumentality of any government, whether (i) regulatory, administrative or otherwise; (ii) federal, state or local or (iii) domestic or foreign. 


        (b)   The
Closing shall have occurred in accordance with the terms of the Underwriting Agreement. 


        (c)   Holder
shall have performed in all material respects all of its obligations hereunder required to be performed by it on or before the Closing Date. 


        (d)   The
representations and warranties (without regard to materiality qualifiers) of Holder contained in this Agreement and in any certificate or other writing delivered by
Holder pursuant hereto shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date as though made on and as of such date. 


        (e)   Company
shall have received a certificate signed by a duly authorized officer of Holder to the effect set forth in Section 4.1(c) and (d) above. 




4.2 Conditions of Obligations of Holder.  


        The obligation of Holder to sell the Clear Channel-Owned Shares hereunder is subject to the satisfaction or waiver on or prior to the Closing Date of each the
following conditions: 



        (a)   No
action, claim, suit, hearing, complaint, demand, injunction, litigation, judgment, arbitration, order, decree, ruling or governmental investigation or proceeding
shall be pending or 



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threatened
by any Governmental Entity, and no such Governmental Entity shall have issued any injunction, judgment or order, which shall remain in effect, that would prevent the consummation of the
transactions contemplated by this Agreement. 


        (b)   The
Closing shall have occurred in accordance with the terms of the Underwriting Agreement. 


        (c)   Company
shall have performed in all material respects all of its obligations hereunder required to be performed by it on or before the Closing Date. 


        (d)   The
representations and warranties (without regard to materiality qualifiers) of Company contained in this Agreement and in any certificate or other writing delivered by
Company pursuant hereto shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date as though made on and as of such date. 



        (e)   Holder
shall have received a certificate signed by a duly authorized officer of Company to the effect set forth in Section 4.2(c) and (d) above. 



ARTICLE V

COVENANTS  


5.1 Relinquishment of Registration Rights.  



        Upon consummation of the Purchase and receipt of the aggregate Purchase Price by Holder for all Clear Channel-Owned Shares, the Registration Rights Agreement will
be deemed terminated. 


5.2 Lock-up.  


        Until the Closing and except for the sale of the Clear Channel-Owned Shares pursuant to the terms of this Agreement, Holder agrees that it shall not, without the
prior written consent of Company, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the
disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by Company, directly or through any of its subsidiaries, or establish or increase a
put equivalent position or liquidate or decrease a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended), any other shares of
Class A Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock, or publicly announce an intention to effect any such
transaction. 


ARTICLE VI

GENERAL PROVISIONS  



6.1 Notices.  


        All notices required to be given hereunder will be sufficient if in writing, and sent by facsimile transmission and by courier service (with proof of service),
hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows: 


        If
to Holder, to: 




Clear
Channel Investments, Inc.

200 E. Basse Road

San Antonio, Texas 78209





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Attention:
Hamlet Newsom

Facsimile: (210) 832-3428 


with
a copy (which shall not constitute notice), to: 


Akin,
Gump, Strauss, Hauer & Feld, L.L.P.

300 Convent St., Suite 1500

San Antonio, TX 78205

Attention: Will Liebmann, Esq.

Facsimile: (210) 224-2035 





        If
to Company, to: 




Univision
Communications Inc.

1999 Avenue of the Stars

Los Angeles, California, 90067-6035

Attention: C. Douglas Kranwinkle, Esq.

Facsimile: (310) 556-1526 


with
a copy (which shall not constitute notice), to: 


O'Melveny &
Myers LLP

1999 Avenue of the Stars

Los Angeles, California, 90076-6035

Attention: Allison M. Keller, Esq. and Robert D. Haymer, Esq.

Facsimile: (310) 246-6779 






or
to such other address as any party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated, personally delivered or
mailed. 


6.2 Amendments and Waivers.  


        Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by
each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 


6.3 Successors and Assigns.  


        The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 


6.4 Governing Law.  



        This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of laws principles. 


6.5 Public Announcements.  


        Each party agrees that, except as may be required by applicable law, rule or regulation, or any listing agreement with any national securities exchange, such
party will not issue any press release or make any public statement with respect to this Agreement or the transactions contemplated hereby without obtaining the prior written consent of the other
party. 


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6.6 Section Headings.  


        The captions and headings appearing at the beginning of the various sections of this Agreement are for convenience of reference only and shall not be given any
effect whatsoever in the construction or interpretation of this Agreement. 



6.7 Enforcement.  


        The parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement in any action instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, this being in addition to any other
remedy to which they are entitled at law or in equity. 



6.8 Severability.  


        Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. 



6.9 Expenses.  


        Each of Company and Holder shall pay its own expenses incurred in connection with the transactions contemplated hereby. 


6.10 No Indemnity.  


        Notwithstanding anything herein or in any other agreement to the contrary, no party to this Agreement shall have any obligation to indemnify any other party to
this Agreement in connection with any matter related to or arising out of the Public Offering or the subject matter of this Agreement. 



6.11 Termination.  


        Notwithstanding any provision in this Agreement to the contrary, this Agreement (other than the terms of Sections 6.9 and 6.10, which shall remain in full force
and effect) shall terminate if the Underwriting Agreement is terminated in accordance with the terms contained therein. 


6.12 Counterparts.  


        This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Any party may execute this Agreement by the delivery of a facsimile signature, which signature shall have the same force and effect as an original signature. Any party that delivers a
facsimile signature shall promptly thereafter deliver an originally executed signature to the other party; provided, however, that the failure to deliver an original signature page shall not affect
the validity of any signature delivered by facsimile. 


[Signature
page follows] 


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        IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officer as of the date first written above. 



	 	 	UNIVISION COMMUNICATIONS INC.
	

 	
 	

By:	

/s/  C. DOUGLAS KRANWINKLE      
 Name: C. Douglas Kranwinkle

Title: EVP	
 	

 
	

 	
 	

 	

 	
 	

 
	 	 	CLEAR CHANNEL INVESTMENTS, INC.
	

 	
 	

By:	

/s/  JULIANA HILL      
 Name: Juliana Hill

Title: Senior Vice President—Finance	
 	

 
	 	 	 	 	 	 




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STOCK PURCHASE AGREEMENT Between UNIVISION COMMUNICATIONS INC. And CLEAR CHANNEL INVESTMENTS, INC.